Common use of Final Purchase Price Calculation Clause in Contracts

Final Purchase Price Calculation. 3.3.1 The Sellers’ Representative shall prepare a draft calculation of the Net Debt and the Net Working Capital Difference (the “Final Purchase Price Calculation”), for submission to the Buyer no later than forty-five (45) Business Days after Closing. The Final Purchase Price Calculation must be prepared in accordance with the Closing Accounting Principles. The draft Final Purchase Price Calculation shall also include the Sellers’ Representative’s good faith calculation of the final MIP Warrants Settlement Amount and the final MIP Warrants Withholding Amount on the basis of the Purchase Price. Page: 18 of 57 3.3.2 For the purposes of the Sellers’ Representatives’ preparation of the draft Final Purchase Price Calculation, the Buyer shall ensure that the Sellers’ Representative and its representatives and advisers are granted access to all relevant material regarding each of the Group Companies and access to interview, within Working Hours, individuals of the Buyer and the Group with knowledge of matters of relevance to the Final Purchase Price Calculation. 3.3.3 No later than thirty (30) Business Days after the Buyer has received the Final Purchase Price Calculation, the Buyer may by notice in writing to the Sellers’ Representative object to any matter or item in the Final Purchase Price Calculation. Such notice shall in reasonable detail and with relevant underlying documentation specify the nature of the objections and include specific proposals for adjustment of each disputed matter or item in the Final Purchase Price Calculation. 3.3.4 If the Buyer agrees to the Final Purchase Price Calculation, or if the Buyer does not notify the Buyer in accordance with and within the time limit set out in Clause 3.3.3, the Final Purchase Price Calculation shall be deemed final and binding upon the Parties, and the Initial Purchase Price shall be adjusted on the basis thereof as provided for in Clauses 3.3.1 and 3.4. 3.3.5 If the Buyer notifies the Sellers’ Representative in accordance with and within the time limit set out in Clause 3.3.3 of any objections to the Final Purchase Price Calculation, the Buyer and the Sellers’ Representative shall attempt to resolve their differences in good faith and cooperation to reach agreement within twenty (20) Business Days from delivery of the Buyer’s objection notice. If the Buyer and the Sellers’ Representative fail to reach agreement, then adjustment of the Initial Purchase Price shall be made as provided for in Clauses 3.3.1 and 3.4 with respect to any undisputed amounts. Further, if the subject matter of any disputed amounts relates to the accounting aspects of the Final Purchase Price Calculation, including the application of the Closing Account Principles, the Parties shall in order to decide on such disputed amounts submit the matter to either (i) if the Parties agree thereto, a jointly appointed independent accountant, or (ii) if the Parties do not agree on a jointly appointed accountant, an independent accountant who is a partner of an accounting firm with an international reputation, having an office in Denmark, to be appointed by the FSR – Danish Auditors (in Danish: “FSR – Danske Revisorer”), to act as independent accountant. If the disputed amounts relate to a legal issue, including the legal interpretation of this Agreement, such dispute shall be referred to arbitration in accordance with Clause 21. 3.3.6 The independent accountant appointed in accordance with Clause 3.3.5 (the “Independent Accountant”) shall act as an expert and not as an arbitrator and shall not decide on legal issues. The Buyer shall ensure that the Independent Accountant is granted access to the Group’s books and records and has access to interview relevant employees of the Buyer’s Group during Working Hours. 3.3.7 The Independent Accountant shall review the objections made by the Buyer and the Sellers’ Representative and proposed amendments, if any, by either of the Buyer and the Sellers’ Representative, decide on the disputed matters, and determine the Final Purchase Price Calculation in accordance with this Agreement. The Independent Accountant shall, to the extent relevant, establish the procedural rules applicable in connection with the Independent Accountant’s hearing of the Parties’ respective positions on the disputed amount(s) and any related issues to be followed in connection with settling the dispute. Page: 19 of 57 3.3.8 The Independent Accountant shall apply the principles set out pursuant to Schedule 3.2.1 (i.e., the Independent Accountant shall not have any discretion to deviate from these principles). If the decision on the disputed matters depends on an accounting estimate, the Independent Accountant must make an independent estimate based on what she/he considers fair and reasonable pursuant to this Agreement. 3.3.9 The Final Purchase Price Calculation determined by the Independent Accountant is final and binding upon the Parties, and the Initial Purchase Price shall be adjusted on the basis thereof as provided for in Clause 3.4, except in case of fraud by a Party (which shall include the fraud of those persons actively involved in the transactions contemplated by this Agreement on behalf of that Party) or manifest error, or if the dispute concerns a legal issue. In the event of fraud or manifest error, the relevant part of the determination shall be void and the matter remitted to the Independent Accountant. In the event the dispute concerns a legal issue, the dispute shall be resolved by arbitration in accordance with Clause 21. The Independent Accountant shall deliver her/his decision to the Parties no later than thirty (30) Business Days after having been appointed. 3.3.10 Costs relating to the calculation or review of the Final Purchase Price Calculation are to be borne by the respective Parties. The fee to the Independent Accountant must be paid in accordance with the decision made by the Independent Accountant, taking into account whether the Sellers or the Buyer have predominantly prevailed in their argumentation.

Final Purchase Price Calculation. 3.3.1 The Sellers’ Representative shall prepare (a) As promptly as practicable, but no later than 60 days after the Closing Date, Seller will cause to be prepared and delivered to Buyer a draft calculation of the Net Debt and the Net Working Capital Difference statement (the “Final Closing Statement”) setting forth Seller’s calculation of (i) Adjusted Net Working Capital, (ii) Acquired Closing Cash, (iii) Assumed Closing Indebtedness and (iv) the Purchase Price Calculation”), for submission to the Buyer no later than forty-five (45) Business Days after Closingbased thereon. The Final Purchase Price Calculation must Closing Statement shall be prepared in accordance with the Closing Illustrative Net Working Capital Schedule and the Accounting Principles. The draft Final Purchase Price Calculation Buyer shall also include assist Seller in the Sellers’ Representativepreparation of the Closing Statement and shall provide Seller reasonable access to the properties, books and records of Buyer for such purpose. (b) If Buyer disagrees with Seller’s good faith calculation of the final MIP Warrants Settlement Amount Purchase Price as set forth in the Closing Statement, Buyer may, within 30 days after delivery of the Closing Statement, deliver a written notice to Seller (a “Dispute Notice”) disagreeing with such calculation and which specifies Buyer’s calculation of the final MIP Warrants Withholding Amount (i) Adjusted Net Working Capital, (ii) Acquired Closing Cash, (iii) Assumed Closing Indebtedness and (iv) the Purchase Price based thereon in reasonable detail, including specifying Buyer’s grounds for each point of disagreement. The Dispute Notice shall specify those items or amounts as to which Buyer disagrees (each, a “Disputed Item”) and Buyer shall be deemed to have agreed with all other items and amounts contained in the Closing Statement. (c) If Buyer duly delivers a Dispute Notice, Buyer and Seller shall, during the 30 days following such delivery, use their reasonable best efforts to reach agreement on the basis of each Disputed Item in order to determine the Purchase Price. Page: 18 of 57 3.3.2 For the purposes of the Sellers’ Representatives’ preparation of the draft Final Purchase Price Calculation, the Buyer shall ensure that the Sellers’ Representative and its representatives and advisers are granted access to all relevant material regarding each of the Group Companies and access to interview, within Working Hours, individuals of the If Buyer and Seller are unable to reach such agreement during such period, they shall promptly thereafter jointly retain a nationally recognized and independent accounting firm, who shall not have any material relationship with Buyer or Seller or any of their respective Affiliates (the Group with knowledge “Accounting Referee”) and cause such Accounting Referee promptly to review this Agreement and the Disputed Items for the purpose of matters of relevance calculating the Purchase Price. The Accounting Referee shall deliver to the Final Purchase Price Calculation. 3.3.3 No later than thirty (30) Business Days after the Buyer has received the Final Purchase Price Calculationand Seller, the Buyer may by notice in writing to the Sellers’ Representative object to any matter or item in the Final Purchase Price Calculationas promptly as practicable, a written report setting forth such calculation. Such notice shall in reasonable detail and with relevant underlying documentation specify the nature of the objections and include specific proposals for adjustment of each disputed matter or item in the Final Purchase Price Calculation. 3.3.4 If the Buyer agrees to the Final Purchase Price Calculation, or if the Buyer does not notify the Buyer in accordance with and within the time limit set out in Clause 3.3.3, the Final Purchase Price Calculation report shall be deemed final and binding upon the Parties, Buyer and the Initial Purchase Price Seller. The cost of such review and report shall be adjusted borne by Seller and Buyer in inverse proportion as they may prevail on the matters resolved by the Accounting Referee, which proportionate allocation shall be calculated on an aggregate basis thereof as provided for based on the relative dollar values of the amounts in Clauses 3.3.1 dispute and 3.4. 3.3.5 If shall be determined by the Buyer notifies the Sellers’ Representative in accordance with and within Accounting Referee at the time limit set out in Clause 3.3.3 the determination of any objections to such firm is rendered on the Final Purchase Price Calculation, merits of the matters submitted. Buyer and the Sellers’ Representative Seller shall attempt to resolve their differences in good faith and cooperation to reach agreement within twenty (20) Business Days from delivery of execute customary engagement documentation required by the Buyer’s objection noticeAccounting Referee. If the The Accounting Referee shall determine, based solely on presentations by Buyer and Seller and their respective representatives, and not by independent review, only those Disputed Items still in dispute. In resolving any Disputed Item, the Sellers’ Representative fail to reach agreement, then adjustment of the Initial Purchase Price Accounting Referee shall be made as provided for in Clauses 3.3.1 bound by the provisions of this Agreement and 3.4 with respect to any undisputed amounts. Further, if the subject matter of any disputed amounts relates to the accounting aspects of the Final Purchase Price Calculation, including the application of the Closing Account Illustrative Net Working Capital Schedule and the Accounting Principles. With respect to its determination of each such Disputed Item, the Parties shall in order to Accounting Referee may only decide on such disputed amounts submit the matter to either (i) if the Parties agree thereto, a jointly appointed independent accountant, or (ii) if the Parties do not agree on a jointly appointed accountant, an independent accountant who is a partner of an accounting firm with an international reputation, having an office in Denmark, to be appointed specific Disputed Items still under dispute by the FSR – Danish Auditors parties and its decision for each such Disputed Item must be within the range of values assigned to each such Disputed Item in the Closing Statement and the Dispute Notice. (d) Buyer and Seller agree that they will, and agree to cause their respective independent accountants and Subsidiaries to, cooperate and assist in Danish: “FSR – Danske Revisorer”), the preparation of the Closing Statement and the calculation of the Purchase Price and in the conduct of the reviews referred to act as independent accountant. If the disputed amounts relate to a legal issuein this Section 2.11, including the legal interpretation of this Agreement, such dispute shall be referred to arbitration in accordance with Clause 21. 3.3.6 The independent accountant appointed in accordance with Clause 3.3.5 (the “Independent Accountant”) shall act as an expert and not as an arbitrator and shall not decide on legal issues. The Buyer shall ensure that the Independent Accountant is granted access to the Group’s books and records and has access to interview relevant employees of the Buyer’s Group during Working Hours. 3.3.7 The Independent Accountant shall review the objections made by the Buyer and the Sellers’ Representative and proposed amendments, if any, by either of the Buyer and the Sellers’ Representative, decide on the disputed matters, and determine the Final Purchase Price Calculation in accordance with this Agreement. The Independent Accountant shall, making available to the extent relevantnecessary of books, establish records, work papers and personnel. (e) For the procedural rules applicable in connection with avoidance of doubt, neither the Independent Accountant’s hearing of the Parties’ respective positions on the disputed amount(s) and any related issues calculations to be followed in connection with settling the dispute. Page: 19 of 57 3.3.8 The Independent Accountant shall apply the principles set out pursuant to Schedule 3.2.1 (i.e., the Independent Accountant shall not have any discretion to deviate from these principles). If the decision on the disputed matters depends on an accounting estimate, the Independent Accountant must make an independent estimate based on what she/he considers fair and reasonable made pursuant to this Agreement. 3.3.9 The Final Purchase Price Calculation determined by Section 2.11 nor the Independent Accountant is final purchase price adjustment to be made pursuant to Section 2.12 are intended to be used to adjust for errors or omissions that may be found with respect to the Balance Sheets or the Target Adjusted Net Working Capital Amount, for which Article 10 shall be the sole and binding upon exclusive remedy. No fact or event, including any market or business development, occurring on or after the PartiesEffective Time, and no change in GAAP or Applicable Law after the Initial Purchase Price date hereof, shall be adjusted on the basis thereof as provided for in Clause 3.4, except in case of fraud by a Party (which shall include the fraud of those persons actively involved taken into consideration in the transactions contemplated by this Agreement on behalf of that Party) or manifest error, or if the dispute concerns a legal issue. In the event of fraud or manifest error, the relevant part of the determination shall be void and the matter remitted to the Independent Accountant. In the event the dispute concerns a legal issue, the dispute shall be resolved by arbitration in accordance with Clause 21. The Independent Accountant shall deliver her/his decision to the Parties no later than thirty (30) Business Days after having been appointed. 3.3.10 Costs relating to the calculation or review of the Final Purchase Price Calculation are calculations to be borne by the respective Parties. The fee made pursuant to the Independent Accountant must be paid in accordance with the decision made by the Independent Accountant, taking into account whether the Sellers or the Buyer have predominantly prevailed in their argumentationSection 2.12.

Final Purchase Price Calculation. 3.3.1 The (a) As soon as reasonably practicable following the Closing Date, but in no event later than sixty (60) calendar days after the Closing, Parent shall, or shall cause Purchaser to prepare and deliver to the Sellers’ Representative shall prepare a draft calculation of the Net Debt and the Net Working Capital Difference statement (the “Final Purchase Price CalculationClosing Statement”), for submission to the Buyer no later than forty-five (45) Business Days after Closing. The Final Purchase Price Calculation must be prepared in accordance with the Closing Accounting Principles. The draft Final Purchase Price Calculation shall also include the Sellers’ Representativesetting forth Parent’s and Purchaser’s good faith calculation of the final MIP Warrants Settlement Amount following: (i) Closing Cash; (ii) Closing Indebtedness; (iii) Net Debt; (iv) Net Working Capital; (v) Company Transaction Expenses; and (vi) the resulting calculation of the Final Equity Value, the Final Transaction Value, the Final Purchase Price and the final MIP Warrants Withholding Amount on Final Per Share Closing Consideration. (b) Until the basis of Final Purchase Price is determined, Parent and Purchaser shall, upon the Purchase Price. Page: 18 of 57 3.3.2 For the purposes prior written request of the Sellers’ Representatives’ preparation of the draft Final Purchase Price CalculationRepresentative, the Buyer shall ensure that provide the Sellers’ Representative and its representatives and advisers are granted reasonable access to all relevant material regarding each such information, books, records, work papers, personnel and resources of the Group Companies Acquired Companies, in each case, to the extent used in Parent’s and access to interview, within Working Hours, individuals Purchaser’s preparation of the Buyer and Closing Statement, as may be reasonably necessary for the Group with knowledge Sellers’ Representative’s review of matters of relevance to the Final Purchase Price Calculation. 3.3.3 No later than thirty (30) Business Days after the Buyer has received the Final Purchase Price CalculationClosing Statement; provided, however, the Buyer may by notice in writing independent registered public accounting firm of the Acquired Companies shall not be obligated to make any work papers available to the Sellers’ Representative object to any matter or item in the Final Purchase Price Calculation. Such notice shall in reasonable detail and with relevant underlying documentation specify the nature of the objections and include specific proposals for adjustment of each disputed matter or item in the Final Purchase Price Calculation. 3.3.4 If the Buyer agrees to the Final Purchase Price Calculation, or if the Buyer does not notify the Buyer in accordance with and within the time limit set out in Clause 3.3.3, the Final Purchase Price Calculation shall be deemed final and binding upon the Parties, and the Initial Purchase Price shall be adjusted on the basis thereof as provided for in Clauses 3.3.1 and 3.4. 3.3.5 If the Buyer notifies until the Sellers’ Representative has signed a customary agreement relating to such access to working papers in form and substance reasonably acceptable to such independent registered public accounting firm. (c) In the event the Sellers’ Representative disputes the calculation of Closing Cash, Closing Indebtedness, Net Debt, Net Working Capital or Company Transaction Expenses set forth in the Closing Statement on the basis that such amounts were not calculated in accordance with the terms of this Agreement and within the time limit set out in Clause 3.3.3 of any objections to the Final Purchase Price CalculationAgreed Accounting Principles, the Buyer and the Sellers’ Representative shall attempt to resolve their differences notify Parent and Purchaser in good faith writing (the “Dispute Notice”) of the amount, nature and cooperation to reach agreement basis of such dispute, within twenty thirty (2030) Business Days from days after delivery of the Buyer’s objection noticeClosing Statement. If In the Buyer and event the Sellers’ Representative fail fails for any reason to reach agreementdeliver a Dispute Notice to Parent and Purchaser within such thirty (30)-day period, then adjustment of the Initial Purchase Price Closing Statement shall be made as provided for in Clauses 3.3.1 final and 3.4 with respect to any undisputed amounts. Further, if binding on the subject matter of any disputed amounts relates to Parties hereto and the accounting aspects of the Final Equity Value and Final Purchase Price Calculation, including the application of the Closing Account Principles, the Parties set forth therein shall in order to decide on such disputed amounts submit the matter to either (i) if the Parties agree thereto, a jointly appointed independent accountant, or (ii) if the Parties do not agree on a jointly appointed accountant, an independent accountant who is a partner of an accounting firm with an international reputation, having an office in Denmark, to be appointed by the FSR – Danish Auditors (in Danish: “FSR – Danske Revisorer”), to act as independent accountant. If the disputed amounts relate to a legal issue, including the legal interpretation of deemed final for all purposes under this Agreement, such dispute shall be referred to arbitration in accordance with Clause 21. 3.3.6 The independent accountant appointed in accordance with Clause 3.3.5 (. In the “Independent Accountant”) shall act as an expert and not as an arbitrator and shall not decide on legal issues. The Buyer shall ensure that the Independent Accountant is granted access to the Group’s books and records and has access to interview relevant employees of the Buyer’s Group during Working Hours. 3.3.7 The Independent Accountant shall review the objections made by the Buyer and event the Sellers’ Representative delivers a Dispute Notice within such thirty (30) day period, Parent and proposed amendmentsPurchaser, if anyon the one hand, by either of the Buyer and the Sellers’ Representative, decide on the disputed mattersother, shall first use their diligent good faith efforts to resolve such dispute among themselves. If Parent and Purchaser, on the one hand, and determine the Final Purchase Price Calculation Sellers’ Representative, on the other, are unable to resolve the dispute within thirty (30) calendar days after delivery of the Dispute Notice (the “Resolution Period”), then any remaining items in accordance dispute shall be submitted to the Audit Firm. (d) If any dispute is submitted to the Audit Firm, Parent and Purchaser, on the one hand, and the Sellers’ Representative, on the other, will each prepare a separate written report of such unresolved item or items specified in the Dispute Notice and deliver such reports, along with this Agreement. The Independent Accountant shallcopies of the Dispute Notice and the Closing Statement marked to indicate those items that remain in dispute, to the extent relevantAudit Firm within ten calendar days after the end of the Resolution Period. Thereafter, establish each of Parent and Purchaser, on the procedural rules applicable one hand, and the Sellers’ Representative, on the other, will, and will use reasonable best efforts to cause its independent registered public accounting firm to, furnish to the Audit Firm such work papers and other documents and information relating to the disputed issues (including information of the Company and Acquired Companies) as the Audit Firm may reasonably request and are available to Parent and Purchaser, on the one hand, or the Sellers’ Representative, on the other, or their independent registered public accounting firms, as the case may be; provided, however, such independent registered public accounting firms shall not be obligated to make any work papers available to the Audit Firm until the Audit Firm has signed a customary agreement relating to such access to working papers in connection form and substance reasonably acceptable to such independent registered public accounting firms. Parent and Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall each be afforded the opportunity to present to the Audit Firm material relating to the determination and to discuss the determination with the Independent Accountant’s hearing Audit Firm at a meeting with Parent and Purchaser, on the one hand, and the Sellers’ Representative, on the other, present. The Parties acknowledge and agree that (i) the Audit Firm shall not attribute a value to any disputed amount greater than the greatest amount proposed by either Parent and Purchaser, on the one hand, or the Sellers’ Representative, on the other, or an amount less than the least amount proposed by either Parent and Purchaser, on the one hand, or the Sellers’ Representative, on the other, (ii) the review by and determinations of the PartiesAudit Firm shall be limited to, and only to, the unresolved item or items specified in the Dispute Notice and contained in the reports prepared and submitted to the Audit Firm by Parent and Purchaser, on the one hand, and the Sellers’ Representative, on the other, and (iii) the determinations by the Audit Firm shall be based solely on (A) such reports submitted by Parent and Purchaser, on the one hand, and the Sellers’ Representative, on the other, and the work papers and other documents and information provided to the Audit Firm that form the basis for Parent’s and Purchaser’s, on the one hand, and the Sellers’ Representative’s, on the other, respective positions on and (B) the disputed amount(sAgreed Accounting Principles. The written decision of the Audit Firm shall (1) and any related issues be rendered within no more than sixty (60) days from the date that the matter is referred to such firm, (2) be followed in connection with settling the dispute. Page: 19 of 57 3.3.8 The Independent Accountant shall apply the principles set out pursuant to Schedule 3.2.1 (i.e., the Independent Accountant shall not have any discretion to deviate from these principles). If the decision on the disputed matters depends on an accounting estimate, the Independent Accountant must make an independent estimate based on what she/he considers fair and reasonable pursuant to this Agreement. 3.3.9 The Final Purchase Price Calculation determined by the Independent Accountant is final and binding upon the Parties, and the Initial Purchase Price shall be adjusted on the basis thereof as provided for in Clause 3.4Parties hereto and, except in case of fraud by a Party (which shall include the fraud of those persons actively involved in the transactions contemplated by this Agreement on behalf of that Party) or manifest error, or if the dispute concerns a legal issue. In the event absence of fraud or manifest error, shall not be subject to dispute or review, (3) have the relevant part same effect for all purposes as if such determinations had been embodied in a final judgment entered by a court of competent jurisdiction, and either Parent and Purchaser, on the one hand, or the Sellers’ Representative, on the other, may petition the Delaware courts to reduce such decision to judgment and (4) be an expert determination under Delaware law governing expert determinations. Following any such dispute resolution (whether by mutual agreement of Parent and Purchaser, on the one hand, and the Sellers’ Representative, on the other, or by written decision of the determination Audit Firm), the calculation of Closing Cash, Closing Indebtedness, Net Debt, Net Working Capital and Company Transaction Expenses set forth in the Closing Statement (as determined in such dispute resolution) shall be void determined final. The costs and expenses of the Audit Firm shall be allocated by the Audit Firm between Parent and Purchaser, on the one hand, and the matter remitted Sellers’ Representative (for the account of the Selling Shareholders), on the other, in the same proportion that the aggregate amount of unsuccessfully disputed or defended items, as applicable, submitted by each of Parent and Purchaser, on the one hand, and the Sellers’ Representative, on the other, bears to the Independent Accountant. In total amount of disputed items; provided, however, if the event engagement agreement, if any, entered into with the dispute concerns a legal issueAudit Firm requires Parent and Purchaser, on the one hand, and the Sellers’ Representative, on the other, to be jointly and severally liable to the Audit Firm for its fees and disbursements and either Parent and Purchaser, on the one hand, or the Sellers’ Representative (for the account of the Selling Shareholders), on the other, pays more than its portion of such fees and disbursements as determined according to this sentence, the dispute shall be resolved Party paying less than its portion of such fees and disbursements hereby agrees to reimburse the first Party for any excess portion paid by arbitration in accordance with Clause 21. The Independent Accountant shall deliver her/his decision such first Party to the Parties no later than thirty (30) Business Days after having been appointedAudit Firm. 3.3.10 Costs relating to (e) The Closing Cash, Closing Indebtedness, Net Debt, Net Working Capital, Company Transaction Expenses and the resulting calculation or review of the Equity Value, Transaction Value, Purchase Price, Closing Cash Consideration Amount, and the Per Share Closing Consideration, as finally determined pursuant to this Section 1.5, are referred to herein as the “Final Closing Cash”, the “Final Closing Indebtedness”, the “Final Net Debt”, the “Final Net Working Capital”, the “Final Company Transaction Expenses”, the “Final Equity Value”, the “Final Transaction Value”) the “Final Purchase Price Calculation are to be borne by Price”, and the respective Parties. The fee to the Independent Accountant must be paid in accordance with the decision made by the Independent Accountant“Final Per Share Closing Consideration”, taking into account whether the Sellers or the Buyer have predominantly prevailed in their argumentationrespectively.

Final Purchase Price Calculation. 3.3.1 (a) As promptly as possible, but in any event within 60 days after the Closing Date, the Purchaser will deliver to the Sellers’ Representative a consolidated balance sheet of the Company (the “Closing Balance Sheet”) as of the opening of business on the Closing Date and a statement showing the calculation of Net Working Capital, Closing Indebtedness, Transaction Expenses, the Closing Cash Balance and the Final Cash Consideration (together with the Closing Balance Sheet, the “Closing Statement”), which statement will be prepared in a manner consistent with the reference working capital statement attached as Section 1.4 of the Disclosure Schedule. The Closing Balance Sheet will be prepared and each of the Net Working Capital, the Closing Indebtedness and the Transaction Expenses will be determined in accordance with GAAP and using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in preparation of the Latest Audited Balance Sheet to the extent consistent with GAAP and will not include any changes in assets or liabilities as a result of purchase accounting adjustments. (b) The Sellers’ Representative’s accountants may make inquiries of the Purchaser and its accountants regarding questions concerning, or disagreements with, the Closing Statement arising in the course of their review thereof. The Sellers’ Representative shall prepare a draft calculation will be given access, upon reasonable request, to the books and records of the Net Debt Company and working papers of the Purchaser created in connection with the preparation of the Closing Statement to verify the accuracy, presentation and other matters relating to the preparation of the Closing Statement and the Net Working Capital Difference (the “Final Purchase Price Calculation”), for submission to the Buyer no later than forty-five (45) Business Days after Closingcalculations set forth therein. The Final Purchase Price Calculation must be prepared in accordance with the Closing Accounting Principles. The draft Final Purchase Price Calculation shall also include the Sellers’ Representative’s good faith calculation right of access under this Section 1.5(b) will terminate immediately upon the final MIP Warrants Settlement Amount determination of Net Working Capital, Closing Indebtedness, Transaction Expenses and the final MIP Warrants Withholding Amount on the basis of the Purchase Price. Page: 18 of 57Final Cash Consideration pursuant to this Section 1.5. 3.3.2 For the purposes of (c) If the Sellers’ Representatives’ preparation Representative has any objections to the Closing Statement, they may deliver to the Purchaser within 30 days after delivery of the draft Final Purchase Price CalculationClosing Statement a statement setting forth their objections thereto (an “Objections Statement”) and all amounts that are not in dispute will be paid by the party owing such payment by wire transfer of immediately available funds no later than three business days after the time period in which the Sellers’ Representative may deliver an Objections Statement. If an Objections Statement is not delivered to the Purchaser within 30 days after delivery of the Closing Statement, the Buyer shall ensure Closing Statement will be final, binding and non-appealable by the parties. The Purchaser and the Sellers’ Representative will negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within 15 days after the delivery of the Objections Statement, the Purchaser and the Sellers’ Representative will submit such dispute to Deloitte & Touche LLP (the “Dispute Resolution Auditor”). Any submissions to the Dispute Resolution Auditor must be written and delivered to each party to the dispute. (d) The Dispute Resolution Auditor will consider only those items and amounts that are identified in the Objections Statement as being items that the Purchaser and the Sellers’ Representative are unable to resolve. The Dispute Resolution Auditor’s determination will be based on the definition and method of calculation of Net Working Capital, Closing Indebtedness, Transaction Expenses and the Final Cash Consideration contained or referred to (as the case may be) herein. Further, the Dispute Resolution Auditor’s determination will be based solely on the presentations by the Sellers’ Representative and its representatives and advisers are granted access to all relevant material regarding each of the Group Companies and access to interview, within Working Hours, individuals of the Buyer Purchaser and the Group with knowledge provisions of matters of relevance to the Final Purchase Price Calculation. 3.3.3 No later than thirty this Agreement (30) Business Days after the Buyer has received the Final Purchase Price Calculationi.e., the Buyer may by notice in writing to the Sellers’ Representative object to any matter or item in the Final Purchase Price Calculation. Such notice shall in reasonable detail and with relevant underlying documentation specify the nature of the objections and include specific proposals for adjustment of each disputed matter or item in the Final Purchase Price Calculation. 3.3.4 If the Buyer agrees to the Final Purchase Price Calculation, or if the Buyer does not notify the Buyer in accordance with and within the time limit set out in Clause 3.3.3, the Final Purchase Price Calculation shall be deemed final and binding upon the Parties, and the Initial Purchase Price shall be adjusted on the basis thereof as provided for in Clauses 3.3.1 and 3.4. 3.3.5 If the Buyer notifies the Sellers’ Representative in accordance with and within the time limit set out in Clause 3.3.3 of any objections to the Final Purchase Price Calculation, the Buyer an independent review). The Purchaser and the Sellers’ Representative shall attempt will use their commercially reasonable efforts to resolve their differences in good faith and cooperation cause the Dispute Resolution Auditor to reach agreement within twenty (20) Business Days from delivery make a determination of the Buyer’s objection noticematters in dispute as soon as practicable. If the Buyer and the Sellers’ Representative fail to reach agreement, then adjustment The resolution of the Initial Purchase Price shall dispute by the Dispute Resolution Auditor will be made as provided for in Clauses 3.3.1 final and 3.4 with respect to any undisputed amountswill be binding on and non-appealable by the parties. Further, if the subject matter of any disputed amounts relates to the accounting aspects The costs and expenses of the Final Purchase Price Calculation, including the application of the Closing Account Principles, the Parties shall in order to decide on such disputed amounts submit the matter to either (i) if the Parties agree thereto, a jointly appointed independent accountant, or (ii) if the Parties do not agree on a jointly appointed accountant, an independent accountant who is a partner of an accounting firm with an international reputation, having an office in Denmark, to Dispute Resolution Auditor will be appointed borne 50% by the FSR – Danish Auditors (in Danish: “FSR – Danske Revisorer”), to act as independent accountant. If the disputed amounts relate to a legal issue, including the legal interpretation of this Agreement, such dispute shall be referred to arbitration in accordance with Clause 21. 3.3.6 The independent accountant appointed in accordance with Clause 3.3.5 (the “Independent Accountant”) shall act as an expert Sellers and not as an arbitrator and shall not decide on legal issues. The Buyer shall ensure that the Independent Accountant is granted access to the Group’s books and records and has access to interview relevant employees of the Buyer’s Group during Working Hours. 3.3.7 The Independent Accountant shall review the objections made 50% by the Buyer and the Sellers’ Representative and proposed amendments, if any, by either of the Buyer and the Sellers’ Representative, decide on the disputed matters, and determine the Final Purchase Price Calculation in accordance with this Agreement. The Independent Accountant shall, to the extent relevant, establish the procedural rules applicable in connection with the Independent Accountant’s hearing of the Parties’ respective positions on the disputed amount(s) and any related issues to be followed in connection with settling the dispute. Page: 19 of 57 3.3.8 The Independent Accountant shall apply the principles set out pursuant to Schedule 3.2.1 (i.e., the Independent Accountant shall not have any discretion to deviate from these principles). If the decision on the disputed matters depends on an accounting estimate, the Independent Accountant must make an independent estimate based on what she/he considers fair and reasonable pursuant to this AgreementPurchaser. 3.3.9 The Final Purchase Price Calculation determined by the Independent Accountant is final and binding upon the Parties, and the Initial Purchase Price shall be adjusted on the basis thereof as provided for in Clause 3.4, except in case of fraud by a Party (which shall include the fraud of those persons actively involved in the transactions contemplated by this Agreement on behalf of that Party) or manifest error, or if the dispute concerns a legal issue. In the event of fraud or manifest error, the relevant part of the determination shall be void and the matter remitted to the Independent Accountant. In the event the dispute concerns a legal issue, the dispute shall be resolved by arbitration in accordance with Clause 21. The Independent Accountant shall deliver her/his decision to the Parties no later than thirty (30) Business Days after having been appointed. 3.3.10 Costs relating to the calculation or review of the Final Purchase Price Calculation are to be borne by the respective Parties. The fee to the Independent Accountant must be paid in accordance with the decision made by the Independent Accountant, taking into account whether the Sellers or the Buyer have predominantly prevailed in their argumentation.

Final Purchase Price Calculation. 3.3.1 The Sellers’ Representative shall prepare (a) As promptly as practicable, but no later than 60 days after the Closing Date, Seller will cause to be prepared and delivered to Buyer a draft statement (the “Closing Statement”) setting forth Seller’s calculation of (i) Adjusted Base Modified Net Asset Value, the Modified Net Asset Value and the Modified Net Asset Value Adjustment based thereon, (ii) the Brazil Modified Net Asset Value and the Brazil Modified Net Asset Value Adjustment based thereon, (iii) Closing Cash and (iv) the Purchase Price based thereon. (b) If Buyer disagrees with Seller’s calculation of the Purchase Price as set forth in the Closing Statement, Buyer may, within 30 days after delivery of the Closing Statement, deliver a written notice to Seller (a “Dispute Notice”) disagreeing with such calculation and which specifies Buyer’s calculation of: (i) Adjusted Base Modified Net Debt Asset Value, Modified Net Asset Value and the Modified Net Working Capital Difference Asset Value Adjustment based thereon, (ii) the “Final Brazil Modified Net Asset Value and the Brazil Modified Net Asset Value Adjustment based thereon, (iii) Closing Cash and (iv) the Purchase Price Calculationbased thereon, in each case, in reasonable detail, including specifying Buyer’s grounds for each point of disagreement. Buyer may deliver only one Dispute Notice. The Dispute Notice shall specify those items or amounts as to which Buyer disagrees (each, a “Disputed Item”), for submission and Buyer shall be deemed to the Buyer no later than forty-five (45) Business Days after Closing. The Final Purchase Price Calculation must be prepared have agreed with all other items and amounts contained in accordance with the Closing Accounting Principles. The draft Final Purchase Price Calculation shall also include Statement. (c) If Buyer duly delivers a Dispute Notice, Buyer and Seller shall, during the Sellers’ Representative’s good faith calculation of the final MIP Warrants Settlement Amount and the final MIP Warrants Withholding Amount 30 days following such delivery, use their reasonable best efforts to reach agreement on the basis of each Disputed Item in order to determine the Purchase Price. Page: 18 If Buyer and Seller are unable to reach such agreement during such period, they shall promptly thereafter jointly retain a nationally recognized accounting firm, who shall not have any material relationship with Buyer or Seller (the “Accounting Referee”) and cause such Accounting Referee promptly to review this Agreement and the Disputed Items for the purpose of 57 3.3.2 For calculating the purposes of the Sellers’ Representatives’ preparation of the draft Final Purchase Price CalculationPrice. In making such calculation, the Buyer Accounting Referee shall ensure that consider only the Sellers’ Representative and its representatives and advisers are granted access Disputed Items. The Accounting Referee shall deliver to all relevant material regarding each of the Group Companies and access to interview, within Working Hours, individuals of the Buyer and the Group with knowledge of matters of relevance to the Final Purchase Price Calculation. 3.3.3 No later than thirty (30) Business Days after the Buyer has received the Final Purchase Price CalculationSeller, the Buyer may by notice in writing to the Sellers’ Representative object to any matter or item in the Final Purchase Price Calculationas promptly as practicable, a written report setting forth such calculation. Such notice shall in reasonable detail and with relevant underlying documentation specify the nature of the objections and include specific proposals for adjustment of each disputed matter or item in the Final Purchase Price Calculation. 3.3.4 If the Buyer agrees to the Final Purchase Price Calculation, or if the Buyer does not notify the Buyer in accordance with and within the time limit set out in Clause 3.3.3, the Final Purchase Price Calculation report shall be deemed final and binding upon Buyer and Seller. The cost of such review and report shall be borne (i) by Seller if Seller is awarded less than 50% of the Partiessum of all Disputed Items submitted to the Accounting Referee, (ii) by Buyer if Buyer is awarded less than 50% of the sum of all Disputed Items submitted to the Accounting Referee and (iii) otherwise equally by Buyer and Seller. (d) Buyer and Seller agree that they will, and agree to cause their respective independent accountants and Subsidiaries to, cooperate and assist in the Initial preparation of the Closing Statement and the calculation of the Purchase Price shall be adjusted on and in the basis thereof as provided for conduct of the reviews referred to in Clauses 3.3.1 this Section 2.11, including the making available to the extent necessary of books, records, work papers and 3.4personnel. 3.3.5 If (e) For the Buyer notifies avoidance of doubt, neither the Sellers’ Representative in accordance with and within the time limit set out in Clause 3.3.3 of any objections calculations to the Final Purchase Price Calculation, the Buyer and the Sellers’ Representative shall attempt to resolve their differences in good faith and cooperation to reach agreement within twenty (20) Business Days from delivery of the Buyer’s objection notice. If the Buyer and the Sellers’ Representative fail to reach agreement, then adjustment of the Initial Purchase Price shall be made as provided pursuant to this Section 2.11, nor the purchase price adjustment to be made pursuant to Section 2.12 are intended to be used to adjust for in Clauses 3.3.1 and 3.4 errors or omissions that may be found with respect to the Balance Sheet, the Brazil Base Modified Net Asset Value or the Base Modified Net Asset Value, for which Article 11 shall be the sole and exclusive remedy. No fact or event, including any undisputed amounts. Furthermarket or business development, if occurring on or after the subject matter of any disputed amounts relates to the accounting aspects Effective Time of the Final Purchase Price CalculationClosing, including and no change in GAAP or Applicable Law after the application of date hereof, shall be taken into consideration in the Closing Account Principles, the Parties shall in order calculations to decide on such disputed amounts submit the matter be made pursuant to either Section 2.11. It is understood that (i) if the Parties agree thereto, a jointly appointed independent accountant, or Illustrative Modified Net Asset Value Statement set forth in Schedule II is attached only for the purposes set forth in the definition of “Modified Net Asset Value” and “Brazil Modified Net Asset Value” and (ii) if the Parties do not agree on a jointly appointed accountant, an independent accountant who is a partner of an accounting firm with an international reputation, having an office in Denmark, to be appointed by the FSR – Danish Auditors (in Danish: “FSR – Danske Revisorer”), to act as independent accountant. If the disputed amounts relate to a legal issue, including the legal interpretation of this Agreement, such dispute shall be referred to arbitration in accordance with Clause 21. 3.3.6 The independent accountant appointed in accordance with Clause 3.3.5 (the “Independent Accountant”) shall act as an expert Base Modified Net Asset Value and not as an arbitrator and shall not decide on legal issues. The Buyer shall ensure that the Independent Accountant is granted access to the Group’s books and records and has access to interview relevant employees Brazil Base Modified Net Asset Value are negotiated numbers derived independently of the Buyer’s Group during Working HoursIllustrative Modified Net Asset Value Statement. 3.3.7 The Independent Accountant shall review the objections made by the Buyer and the Sellers’ Representative and proposed amendments, if any, by either of the Buyer and the Sellers’ Representative, decide on the disputed matters, and determine the Final Purchase Price Calculation in accordance with this Agreement. The Independent Accountant shall, to the extent relevant, establish the procedural rules applicable in connection with the Independent Accountant’s hearing of the Parties’ respective positions on the disputed amount(s) and any related issues to be followed in connection with settling the dispute. Page: 19 of 57 3.3.8 The Independent Accountant shall apply the principles set out pursuant to Schedule 3.2.1 (i.e., the Independent Accountant shall not have any discretion to deviate from these principles). If the decision on the disputed matters depends on an accounting estimate, the Independent Accountant must make an independent estimate based on what she/he considers fair and reasonable pursuant to this Agreement. 3.3.9 The Final Purchase Price Calculation determined by the Independent Accountant is final and binding upon the Parties, and the Initial Purchase Price shall be adjusted on the basis thereof as provided for in Clause 3.4, except in case of fraud by a Party (which shall include the fraud of those persons actively involved in the transactions contemplated by this Agreement on behalf of that Party) or manifest error, or if the dispute concerns a legal issue. In the event of fraud or manifest error, the relevant part of the determination shall be void and the matter remitted to the Independent Accountant. In the event the dispute concerns a legal issue, the dispute shall be resolved by arbitration in accordance with Clause 21. The Independent Accountant shall deliver her/his decision to the Parties no later than thirty (30) Business Days after having been appointed. 3.3.10 Costs relating to the calculation or review of the Final Purchase Price Calculation are to be borne by the respective Parties. The fee to the Independent Accountant must be paid in accordance with the decision made by the Independent Accountant, taking into account whether the Sellers or the Buyer have predominantly prevailed in their argumentation.

Final Purchase Price Calculation. 3.3.1 The Sellers’ Representative (a) As promptly as practicable, but no later than ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Seller, (i) a draft calculation of Closing Net Working Capital, (ii) a calculation of the Net Debt and aggregate amount of all Closing Indebtedness, (iii) a calculation of Closing Cash, (iv) a calculation of Transaction Expenses, (v) a calculation of the Closing Net Working Capital Difference Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the calculations referred to in clauses (i) through (v) above, the “Final Purchase Price CalculationClosing Statement”), for submission to the Buyer no later than forty-five (45) Business Days after Closingtogether with reasonable supporting documentation. The Final Purchase Price Calculation must Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with the Accounting Policies and the defined terms used in this Section 2.09; provided, however, the Final Closing Accounting Principles. The draft Final Purchase Price Calculation Statement (and any amounts included therein) shall also include not give effect to the Sellers’ Representative’s good faith calculation consummation of the final MIP Warrants Settlement Amount and transactions contemplated by this Agreement (except for the final MIP Warrants Withholding Amount on settlement of all intercompany accounts pursuant to Section 5.03(c)), including any act or omission by Buyer or any of its Subsidiaries or the basis Purchased Subsidiaries taken at, after or in connection with the Closing or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. Page: 18 If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of 57 3.3.2 For this Section 2.09(a) within such ninety (90)-day period, then, at the election of Seller in its sole discretion either (x) the Estimated Closing Statement delivered by Seller to Buyer pursuant to Section 2.06 shall be deemed to be the Final Closing Statement, for all purposes hereunder or (y) Seller shall be entitled to retain (at the sole cost and expense of Buyer) an independent accounting firm of recognized national standing to provide an audit of the Sellers’ Representatives’ preparation books of the draft Business, determined the calculation of, and prepare, the Final Closing Statement consistent with the provisions of this Section 2.09(a), the determination of such independent accounting firm being conclusive, final and binding on the parties hereto. (b) If Seller disagrees with Xxxxx’s calculation of the Purchase Price Calculationas set forth in the Final Closing Statement, the Buyer shall ensure that the Sellers’ Representative and its representatives and advisers are granted access to all relevant material regarding each Seller may, within 60 days after delivery of the Group Companies and access Final Closing Statement, deliver a written notice to interviewBuyer (a “Dispute Notice”) setting forth in reasonable detail the particulars of such disagreement. Seller may only deliver one Dispute Notice. In the event that Seller does not timely provide a Dispute Notice, within Working Hours, individuals of the Buyer and the Group with knowledge of matters of relevance Seller shall be deemed to have agreed to the Final Purchase Price CalculationClosing Statement (including the determinations included therein) delivered by Buyer pursuant to Section 2.09(a), which shall be final, binding and conclusive for all purposes hereunder. The Dispute Notice shall specify those items or amounts as to which Seller disagrees (each, a “Disputed Item”). 3.3.3 No later than thirty (30c) Business Days after If Seller duly delivers a Dispute Notice, Buyer and Seller shall, during the Buyer has received the Final Purchase Price Calculation30 days following such delivery, the Buyer may by notice in writing use their good faith efforts to the Sellers’ Representative object to resolve any matter or item in the Final Purchase Price Calculation. Such notice shall in reasonable detail and such disagreements with relevant underlying documentation specify the nature of the objections and include specific proposals for adjustment of each disputed matter or item in the Final Purchase Price Calculation. 3.3.4 If the Buyer agrees respect to the Final Purchase Price CalculationClosing Statement. If Buyer and Seller are unable to reach such agreement during such period, they shall promptly thereafter jointly retain a nationally recognized accounting firm, who shall not have any material relationship with Buyer or if Seller or any of their respective Affiliates; provided, however, in the event Buyer does and Seller are unable to mutually agree on such Person, Buyer, on the one hand, and Seller, on the other hand, will each select an independent accounting firm of recognized international standing and both such selected accounting firms will select a third independent accounting firm of recognized international standing to be deemed to be the independent accounting firm selected by the parties for purposes of this Section 2.09, which firm may not notify be the regular auditing firm of Buyer in accordance with and within the time limit set out in Clause 3.3.3or Seller (such selected independent accounting firm, the Final “Accounting Referee”) and cause such Accounting Referee promptly to review this Agreement and the Disputed Items for the purpose of calculating the Purchase Price Calculation Price. The Accounting Referee shall deliver to Buyer and Seller, as promptly as practicable but in no event later than 30 days after submission to the Accounting Referee of the last to be submitted written submissions of Seller and Xxxxx, a written report setting forth such calculation. Such report shall be deemed final and binding upon the Parties, Xxxxx and the Initial Purchase Price Seller. The cost of such review and report shall be adjusted on borne (i) by Xxxxx, if Buyer is awarded less than 50% of the basis thereof as provided for in Clauses 3.3.1 and 3.4. 3.3.5 If the Buyer notifies the Sellers’ Representative in accordance with and within the time limit set out in Clause 3.3.3 aggregate value of any objections all Disputed Items submitted to the Final Purchase Price CalculationAccounting Referee, (ii) by Seller, if Seller is awarded less than 50% of the aggregate value of all Disputed Items submitted to the Accounting Referee and (iii) otherwise equally by Buyer and the Sellers’ Representative Seller. Buyer and Seller shall attempt to resolve their differences in good faith execute customary engagement documentation required by the Accounting Referee. The Accounting Referee shall determine, based solely on presentations by Xxxxx and cooperation to reach agreement within twenty (20) Business Days from delivery of the Buyer’s objection noticeXxxxxx and their respective representatives, and not by independent review, only those Disputed Items still in dispute. If the Buyer and the Sellers’ Representative fail to reach agreement, then adjustment of the Initial Purchase Price shall be made as provided for in Clauses 3.3.1 and 3.4 with respect to In resolving any undisputed amounts. Further, if the subject matter of any disputed amounts relates to the accounting aspects of the Final Purchase Price Calculation, including the application of the Closing Account PrinciplesDisputed Item, the Parties shall in order to decide on such disputed amounts submit the matter to either (i) if the Parties agree thereto, a jointly appointed independent accountant, or (ii) if the Parties do not agree on a jointly appointed accountant, an independent accountant who is a partner of an accounting firm with an international reputation, having an office in Denmark, to be appointed by the FSR – Danish Auditors (in Danish: “FSR – Danske Revisorer”), to act as independent accountant. If the disputed amounts relate to a legal issue, including the legal interpretation of this Agreement, such dispute shall be referred to arbitration in accordance with Clause 21. 3.3.6 The independent accountant appointed in accordance with Clause 3.3.5 (the “Independent Accountant”) Accounting Referee shall act as an expert and not as an arbitrator and shall not decide on legal issues. The Buyer shall ensure that be bound by the Independent Accountant is granted access to provisions of this Agreement and the Group’s books and records and has access to interview relevant employees application of the Buyer’s Group during Working HoursAccounting Policies. With respect to its determination of each such Disputed Item, the Accounting Referee may only decide the specific Disputed Items still under dispute by the parties and its decision for each such Disputed Item must be within the range of values assigned to each such Disputed Item in the Final Closing Statement and the Dispute Notice. 3.3.7 The Independent Accountant shall review the objections made by the (d) Buyer and Seller agree that they will, and agree to cause their respective Subsidiaries to, reasonably cooperate and assist in the Sellers’ Representative and proposed amendments, if any, by either preparation of the Buyer Final Closing Statement and the Sellers’ Representative, decide on calculation of the disputed matters, and determine the Final Purchase Price Calculation and in accordance with the conduct of the reviews referred to in this Agreement. The Independent Accountant shallSection 2.09, including the making available to the extent relevantnecessary of books, establish records, work papers and personnel during normal business hours and upon reasonable notice to the procedural rules applicable in connection with extent related to the Independent Accountant’s hearing preparation of the Parties’ respective positions on Final Closing Statement and the disputed amount(sadjustments contemplated thereby; provided, however, that it shall be a condition to the granting of such access to any work papers that Seller and its Representatives execute any confidentiality agreements, releases and indemnity agreements customarily required by Xxxxx’s accounts for such access. (e) and any related issues For the avoidance of doubt, neither the calculations to be followed in connection with settling the dispute. Page: 19 of 57 3.3.8 The Independent Accountant shall apply the principles set out pursuant to Schedule 3.2.1 (i.e., the Independent Accountant shall not have any discretion to deviate from these principles). If the decision on the disputed matters depends on an accounting estimate, the Independent Accountant must make an independent estimate based on what she/he considers fair and reasonable made pursuant to this Agreement. 3.3.9 The Final Purchase Price Calculation determined by Section 2.09 nor the Independent Accountant is final and binding upon purchase price adjustment to be made pursuant to Section 2.10 are intended to be used to adjust for errors or omissions that may be found with respect to the PartiesBalance Sheets or Target Net Working Capital. No change in GAAP or Applicable Law after the Closing Date, and the Initial Purchase Price shall be adjusted on the basis thereof as provided for in Clause 3.4, except in case of fraud by a Party (which shall include the fraud of those persons actively involved taken into consideration in the transactions contemplated by this Agreement on behalf of that Party) or manifest error, or if the dispute concerns a legal issue. In the event of fraud or manifest error, the relevant part of the determination shall be void and the matter remitted to the Independent Accountant. In the event the dispute concerns a legal issue, the dispute shall be resolved by arbitration in accordance with Clause 21. The Independent Accountant shall deliver her/his decision to the Parties no later than thirty (30) Business Days after having been appointed. 3.3.10 Costs relating to the calculation or review of the Final Purchase Price Calculation are calculations to be borne by the respective Parties. The fee made pursuant to the Independent Accountant must be paid in accordance with the decision made by the Independent Accountant, taking into account whether the Sellers or the Buyer have predominantly prevailed in their argumentationSection 2.09.

Final Purchase Price Calculation. 3.3.1 (a) The Sellers’ Representative Parties shall prepare a draft calculation of the Net Debt and the Net Working Capital Difference each have sixty (60) days (the “Final Purchase Price CalculationReview Period”) after the delivery by the Partnership of the actual Partnership Net Income Amount pursuant to Section 2.02(a)(y) of the Cooperation Agreement (the “Proposed Net Income Statement”). During the Review Period, the Parties and their Representatives, subject to, and in accordance with, the terms of the Cooperation Agreement, may review the Partnership’s work papers, all books and records of the Partnership and its Affiliates relevant to the preparation of the Proposed Net Income Statement, and the work papers of the Partnership’s accountants relating to such accountants’ review of the Proposed Net Income Statement. (b) If either Party wishes to dispute any item set forth in the Proposed Net Income Statement, such Party shall, during the Review Period, deliver written notice to the other Party of the same, specifying in reasonable detail the basis for such dispute and such Party’s proposed modifications to the Proposed Net Income Statement (such notice, the “Dispute Notice”). If any Dispute Notice is so delivered during the Review Period, following each delivery of a Dispute Notice until the 30th day immediately following the Review Period (the “Resolution Period”), for submission the Sellers and Purchaser shall negotiate in good faith to reach an agreement as to any matters identified in such Dispute Notice as being in dispute, and, to the Buyer no later than forty-five (45) Business Days after Closing. The Final Purchase Price Calculation must extent all such matters are so resolved within the Resolution Period, then the Proposed Net Income Statement as revised to incorporate such changes as have been agreed between the Sellers and Purchaser shall be prepared in accordance with the Closing Accounting Principles. The draft Final Purchase Price Calculation shall also include the Sellers’ Representative’s good faith calculation of the final MIP Warrants Settlement Amount conclusive and the final MIP Warrants Withholding Amount on the basis of the Purchase Price. Page: 18 of 57 3.3.2 For the purposes of the Sellers’ Representatives’ preparation of the draft Final Purchase Price Calculation, the Buyer shall ensure that the Sellers’ Representative and its representatives and advisers are granted access to binding upon all relevant material regarding each of the Group Companies and access to interview, within Working Hours, individuals of the Buyer and the Group with knowledge of matters of relevance to Parties as the Final Purchase Price CalculationStatement. 3.3.3 No later than thirty (30c) Business Days after If the Buyer has received Sellers and Purchaser fail to resolve all such matters in dispute within the Final Purchase Price CalculationResolution Period, the Buyer may by notice in writing then (subject to the Sellers’ Representative object to last sentence of Section 2.4(d)) any matter or item matters identified in any such Dispute Notice that remain in dispute following the Final Purchase Price Calculation. Such notice shall in reasonable detail and with relevant underlying documentation specify the nature expiration of the objections Resolution Period shall be finally and include specific proposals for adjustment of each disputed matter or item in the Final Purchase Price Calculation. 3.3.4 If the Buyer agrees to the Final Purchase Price Calculationconclusively determined by PricewaterhouseCoopers LLP, a Delaware limited liability partnership (“PwC”), or if the Buyer does not notify the Buyer PwC is unable or unwilling to serve in accordance with such capacity, Ernst & Young LLP, a Delaware limited liability partnership (“E&Y”) (and within the time limit set out if both PwC and E&Y are unable or unwilling to serve in Clause 3.3.3such capacity, the Final Purchase Price Calculation such other globally recognized accounting firm as shall be deemed final and binding agreed upon the Parties, and the Initial Purchase Price shall be adjusted on the basis thereof as provided for in Clauses 3.3.1 and 3.4. 3.3.5 If the Buyer notifies the Sellers’ Representative in accordance with and within the time limit set out in Clause 3.3.3 of any objections to the Final Purchase Price Calculation, the Buyer writing by Purchaser and the Sellers’ Representative shall attempt to resolve their differences in good faith and cooperation to reach agreement within twenty (20) Business Days from delivery of the Buyer’s objection notice. If the Buyer and the Sellers’ Representative fail to reach agreement, then adjustment of the Initial Purchase Price shall be made as provided for in Clauses 3.3.1 and 3.4 with respect to any undisputed amounts. Further, if the subject matter of any disputed amounts relates to the accounting aspects of the Final Purchase Price Calculation, including the application of the Closing Account Principles, the Parties shall in order to decide on such disputed amounts submit the matter to either (i) if the Parties agree thereto, a jointly appointed independent accountant, or (ii) if the Parties do not agree on a jointly appointed accountant, an independent accountant who is a partner of an accounting firm with an international reputation, having an office in Denmark, to be appointed by the FSR – Danish Auditors (in Danish: “FSR – Danske Revisorer”), to act as independent accountant. If the disputed amounts relate to a legal issue, including the legal interpretation of this Agreement, such dispute shall be referred to arbitration in accordance with Clause 21. 3.3.6 The independent accountant appointed in accordance with Clause 3.3.5 (the “Independent AccountantAccounting Firm”). (d) The Sellers and Purchaser shall act instruct the Independent Accounting Firm to promptly, but no later than forty (40) days after its acceptance of its appointment, determine (it being understood that in making such determination, the Independent Accounting Firm shall be functioning as an expert and not as an arbitrator arbitrator), based solely on written presentations of the Sellers and Purchaser submitted to the Independent Accounting Firm and not by independent review, only those matters in dispute and shall not decide on legal issues. The Buyer shall ensure that the Independent Accountant is granted access render a written report setting forth its determination as to the Group’s books and records and has access to interview relevant employees of the Buyer’s Group during Working Hours. 3.3.7 The Independent Accountant shall review the objections made by the Buyer disputed matters and the Sellers’ Representative and proposed amendments, if any, by either resulting calculations of the Buyer and the Sellers’ Representative, decide on the disputed matters, and determine the Final Purchase Price Calculation Price, which report and calculations shall be conclusive and binding upon all Parties absent manifest error. A copy of all materials submitted to the Independent Accounting Firm pursuant to the immediately preceding sentence shall be provided by Purchaser or the Sellers, as applicable, to the other Party concurrently with the submission thereof to the Independent Accounting Firm. In resolving any disputed item, the Independent Accounting Firm (i) shall be bound by the provisions of this Section 2.4(d) and Section 2.6 and (ii) may not assign a value to any item greater than the greatest value for such item claimed by the Sellers or Purchaser, or less than the smallest value for such item claimed by the Sellers or Purchaser. If, before the Independent Accounting Firm renders its determination with respect to the disputed items in accordance with this Agreement. Section 2.4(d), (x) Purchaser notifies the Sellers of its agreement with any items in the Proposed Net Income Statement or (y) the Sellers notify Purchaser of their agreement with any items in the Proposed Net Income Statement, then in each case, such items as so agreed shall be conclusive and binding on all Parties immediately upon such notice. (e) The Independent Accountant shall, to the extent relevant, establish the procedural rules applicable in connection with fees and expenses of the Independent Accountant’s hearing of the Parties’ respective positions on the disputed amount(sAccounting Firm shall be borne fifty percent (50%) by Purchaser and any related issues to be followed in connection with settling the dispute. Page: 19 of 57 3.3.8 The Independent Accountant shall apply the principles set out pursuant to Schedule 3.2.1 fifty percent (i.e., the Independent Accountant shall not have any discretion to deviate from these principles). If the decision on the disputed matters depends on an accounting estimate, the Independent Accountant must make an independent estimate based on what she/he considers fair and reasonable pursuant to this Agreement. 3.3.9 The Final Purchase Price Calculation determined 50%) by the Independent Accountant is final and binding upon the Parties, and the Initial Purchase Price shall be adjusted on the basis thereof as provided for in Clause 3.4, except in case of fraud by a Party (which shall include the fraud of those persons actively involved in the transactions contemplated by this Agreement on behalf of that Party) or manifest error, or if the dispute concerns a legal issue. In the event of fraud or manifest error, the relevant part of the determination shall be void and the matter remitted to the Independent Accountant. In the event the dispute concerns a legal issue, the dispute shall be resolved by arbitration in accordance with Clause 21. The Independent Accountant shall deliver her/his decision to the Parties no later than thirty (30) Business Days after having been appointedSellers. 3.3.10 Costs relating to the calculation or review of the Final Purchase Price Calculation are to be borne by the respective Parties. The fee to the Independent Accountant must be paid in accordance with the decision made by the Independent Accountant, taking into account whether the Sellers or the Buyer have predominantly prevailed in their argumentation.

Final Purchase Price Calculation. 3.3.1 The Sellers’ Representative shall prepare ¤ As promptly as practicable, but no later than 60 days after the Closing Date, Seller will cause to be prepared and delivered to Buyer a draft statement (the “Closing Statement”) setting forth Seller’s calculation of (i) Adjusted Base Modified Net Asset Value, Modified Net Asset Value and the Modified Net Asset Value Adjustment based thereon, (ii) Closing Cash and (iii) the Purchase Price based thereon. (a) If Buyer disagrees with Seller’s calculation of the Purchase Price as set forth in the Closing Statement, Buyer may, within 30 days after delivery of the Closing Statement, deliver a written notice to Seller (a “Dispute Notice”) disagreeing with such calculation and which specifies Buyer’s calculation of Adjusted Base Modified Net Debt Asset Value, Modified Net Asset Value and the Modified Net Working Capital Difference (Asset Value Adjustment based thereon, Closing Cash and the “Final Purchase Price Calculationbased thereon, in each case, in reasonable detail, including specifying Buyer’s grounds for each point of disagreement. Buyer may deliver only one Dispute Notice. The Dispute Notice shall specify those items or amounts as to which Buyer disagrees (each, a “Disputed Item”), for submission and Buyer shall be deemed to the Buyer no later than forty-five (45) Business Days after Closing. The Final Purchase Price Calculation must be prepared have agreed with all other items and amounts contained in accordance with the Closing Accounting Principles. The draft Final Purchase Price Calculation shall also include Statement. (b) If Buyer duly delivers a Dispute Notice, Buyer and Seller shall, during the Sellers’ Representative’s good faith calculation of the final MIP Warrants Settlement Amount and the final MIP Warrants Withholding Amount 30 days following such delivery, use their reasonable best efforts to reach agreement on the basis of each Disputed Item in order to determine the Purchase Price. Page: 18 If Buyer and Seller are unable to reach such agreement during such period, they shall promptly thereafter jointly retain a nationally recognized accounting firm, who shall not have any material relationship with Buyer or Seller (the “Accounting Referee”) and cause such Accounting Referee promptly to review this Agreement and the Disputed Items for the purpose of 57 3.3.2 For calculating the purposes of the Sellers’ Representatives’ preparation of the draft Final Purchase Price CalculationPrice. In making such calculation, the Buyer Accounting Referee shall ensure that consider only the Sellers’ Representative and its representatives and advisers are granted access Disputed Items. The Accounting Referee shall deliver to all relevant material regarding each of the Group Companies and access to interview, within Working Hours, individuals of the Buyer and the Group with knowledge of matters of relevance to the Final Purchase Price Calculation. 3.3.3 No later than thirty (30) Business Days after the Buyer has received the Final Purchase Price CalculationSeller, the Buyer may by notice in writing to the Sellers’ Representative object to any matter or item in the Final Purchase Price Calculationas promptly as practicable, a written report setting forth such calculation. Such notice shall in reasonable detail and with relevant underlying documentation specify the nature of the objections and include specific proposals for adjustment of each disputed matter or item in the Final Purchase Price Calculation. 3.3.4 If the Buyer agrees to the Final Purchase Price Calculation, or if the Buyer does not notify the Buyer in accordance with and within the time limit set out in Clause 3.3.3, the Final Purchase Price Calculation report shall be deemed final and binding upon Buyer and Seller. The cost of such review and report shall be borne (i) by Seller if Seller is awarded less than 50% of the Partiessum of all Disputed Items submitted to the Accounting Referee, (ii) by Buyer if Buyer is awarded less than 50% of the sum of all Disputed Items submitted to the Accounting Referee and (iii) otherwise equally by Buyer and Seller. (c) Buyer and Seller agree that they will, and agree to cause their respective independent accountants and Subsidiaries to, cooperate and assist in the Initial preparation of the Closing Statement and the calculation of the Purchase Price shall be adjusted on and in the basis thereof as provided for conduct of the reviews referred to in Clauses 3.3.1 this Section 2.11, including the making available to the extent necessary of books, records, work papers and 3.4personnel. 3.3.5 If (d) For the Buyer notifies avoidance of doubt, neither the Sellers’ Representative in accordance with and within the time limit set out in Clause 3.3.3 of any objections calculations to the Final Purchase Price Calculation, the Buyer and the Sellers’ Representative shall attempt to resolve their differences in good faith and cooperation to reach agreement within twenty (20) Business Days from delivery of the Buyer’s objection notice. If the Buyer and the Sellers’ Representative fail to reach agreement, then adjustment of the Initial Purchase Price shall be made as provided pursuant to this Section 2.11, nor the purchase price adjustment to be made pursuant to Section 2.12 are intended to be used to adjust for in Clauses 3.3.1 and 3.4 errors or omissions that may be found with respect to the Balance Sheet or the Base Modified Net Asset Value, for which Article 11 shall be the sole and exclusive remedy. No fact or event, including any undisputed amounts. Furthermarket or business development, if occurring on or after the subject matter of any disputed amounts relates to the accounting aspects Effective Time of the Final Purchase Price CalculationClosing, including and no change in GAAP or Applicable Law after the application of date hereof, shall be taken into consideration in the Closing Account Principles, the Parties shall in order calculations to decide on such disputed amounts submit the matter be made pursuant to either Section 2.11. It is understood that (i) if the Parties agree thereto, a jointly appointed independent accountant, or Illustrative Modified Net Asset Value Statement set forth in Schedule II is attached only for the purposes set forth in the definition of “Modified Net Asset Value” and (ii) if the Parties do not agree on a jointly appointed accountant, an independent accountant who Base Modified Net Asset Value is a partner of an accounting firm with an international reputation, having an office in Denmark, to be appointed by the FSR – Danish Auditors (in Danish: “FSR – Danske Revisorer”), to act as independent accountant. If the disputed amounts relate to a legal issue, including the legal interpretation of this Agreement, such dispute shall be referred to arbitration in accordance with Clause 21. 3.3.6 The independent accountant appointed in accordance with Clause 3.3.5 (the “Independent Accountant”) shall act as an expert and not as an arbitrator and shall not decide on legal issues. The Buyer shall ensure that the Independent Accountant is granted access to the Group’s books and records and has access to interview relevant employees negotiated number derived independently of the Buyer’s Group during Working HoursIllustrative Modified Net Asset Value Statement. 3.3.7 The Independent Accountant shall review the objections made by the Buyer and the Sellers’ Representative and proposed amendments, if any, by either of the Buyer and the Sellers’ Representative, decide on the disputed matters, and determine the Final Purchase Price Calculation in accordance with this Agreement. The Independent Accountant shall, to the extent relevant, establish the procedural rules applicable in connection with the Independent Accountant’s hearing of the Parties’ respective positions on the disputed amount(s) and any related issues to be followed in connection with settling the dispute. Page: 19 of 57 3.3.8 The Independent Accountant shall apply the principles set out pursuant to Schedule 3.2.1 (i.e., the Independent Accountant shall not have any discretion to deviate from these principles). If the decision on the disputed matters depends on an accounting estimate, the Independent Accountant must make an independent estimate based on what she/he considers fair and reasonable pursuant to this Agreement. 3.3.9 The Final Purchase Price Calculation determined by the Independent Accountant is final and binding upon the Parties, and the Initial Purchase Price shall be adjusted on the basis thereof as provided for in Clause 3.4, except in case of fraud by a Party (which shall include the fraud of those persons actively involved in the transactions contemplated by this Agreement on behalf of that Party) or manifest error, or if the dispute concerns a legal issue. In the event of fraud or manifest error, the relevant part of the determination shall be void and the matter remitted to the Independent Accountant. In the event the dispute concerns a legal issue, the dispute shall be resolved by arbitration in accordance with Clause 21. The Independent Accountant shall deliver her/his decision to the Parties no later than thirty (30) Business Days after having been appointed. 3.3.10 Costs relating to the calculation or review of the Final Purchase Price Calculation are to be borne by the respective Parties. The fee to the Independent Accountant must be paid in accordance with the decision made by the Independent Accountant, taking into account whether the Sellers or the Buyer have predominantly prevailed in their argumentation.

Final Purchase Price Calculation. 3.3.1 The SellersUpon the earlier to occur of (i) the Parties’ Representative shall prepare a draft agreement (or deemed agreement pursuant to Section 3.5(d)) with respect to the calculation of the Net Debt Purchase Price and (ii) the delivery of any report of the Independent Accountant as provided in Section 3.5(e) with respect to the Purchase Price, as applicable: (a) if the Estimated Purchase Price is greater than the Final Purchase Price, Seller shall pay to Purchaser, within five Business Days after the earlier to occur of the events described in clauses (i) and (ii) of the first sentence of this Section 3.5, the amount of the difference between the Estimated Purchase Price and Final Purchase Price, plus simple interest on the amount of such difference from the Closing Date to the date of payment at an interest rate equal to the Fed Funds Rate per annum by wire transfer of immediately available funds to such account or accounts of Purchaser as Purchaser specifies in writing to Seller in the manner specified herein for the delivery of notices; and (b) if the Final Purchase Price is greater than the Estimated Purchase Price, then Purchaser shall pay to Seller, within five Business Days after the earlier to occur of the events described in clauses (i) and (ii) of the first sentence of this Section 3.5, the amount of the difference between the Final Purchase Price and the Net Working Capital Difference Estimated Purchase Price (excluding any amounts payable thereafter pursuant to the terms of the Non-Negotiable Promissory Note attached as Exhibit F-6, which shall be paid in accordance with such terms), plus simple interest on the amount of such difference from the Closing Date to the date of payment at an interest rate equal to the Fed Funds Rate per annum by wire transfer of immediately available funds to such account or accounts of Seller as Seller specifies in writing to the Purchaser in the manner specified herein for the delivery of notices. (c) As soon as practicable after the Closing, but in no event later than 75 days after the Closing Date, Seller will prepare (or cause to be prepared) and deliver to Purchaser a calculation of the Purchase Price as of the Closing Date, calculated in accordance with the methodology used to calculate the Estimated Closing Balance Sheet set forth in Section 3.1 hereof (the “Final Purchase Price CalculationCalculation Statement”), for submission to the Buyer no later than forty-five . (45d) Business Days after Closing. The Final Purchase Price Calculation must be prepared in accordance with the Closing Accounting Principles. The draft Final Purchase Price Calculation Purchaser shall also include the Sellers’ Representative’s good faith calculation have 30 days from receipt of the final MIP Warrants Settlement Amount and the final MIP Warrants Withholding Amount on the basis Final Calculation Statement, to give Seller written notice of the Purchase Price. Page: 18 of 57 3.3.2 For the purposes of the Sellers’ Representatives’ preparation of the draft Final Purchase Price Calculation, the Buyer shall ensure that the Sellers’ Representative and its representatives and advisers are granted access to all relevant material regarding each of the Group Companies and access to interview, within Working Hours, individuals of the Buyer and the Group with knowledge of matters of relevance to the Final Purchase Price Calculation. 3.3.3 No later than thirty (30) Business Days after the Buyer has received the Final Purchase Price Calculation, the Buyer may by notice in writing to the Sellers’ Representative object objection to any matter item or item calculation contained in the Final Purchase Price Calculation. Such notice shall Calculation Statement specifying in reasonable detail all disputed items and the basis therefor (a “Dispute Notice”). If Purchaser concurs with relevant underlying documentation specify the nature of the objections and include specific proposals for adjustment of each disputed matter or item in the Final Purchase Price Calculation. 3.3.4 If the Buyer agrees to the Final Purchase Price Calculation, Calculation Statement or if the Buyer otherwise does not notify the Buyer in accordance with and give Seller a Dispute Notice within the time limit set out in Clause 3.3.3such 30-day period, the such Final Purchase Price Calculation Statement shall be deemed final and binding upon the Parties, and the Initial Purchase Price shall be adjusted on the basis thereof as provided for in Clauses 3.3.1 and 3.4. 3.3.5 If the Buyer notifies the Sellers’ Representative in accordance with and within the time limit set out in Clause 3.3.3 of any objections to the Final Purchase Price Calculation, the Buyer and the Sellers’ Representative shall attempt to resolve their differences in good faith and cooperation to reach agreement within twenty (20) Business Days from delivery of the Buyer’s objection notice. If the Buyer and the Sellers’ Representative fail to reach agreement, then adjustment of the Initial Purchase Price shall be made as provided for in Clauses 3.3.1 and 3.4 conclusive with respect to any undisputed amounts. Further, if the subject matter of any disputed amounts relates to the accounting aspects determination of the Purchase Price, and shall be binding on the Parties for all purposes under this Agreement. If, however, Seller delivers to Purchaser a Dispute Notice objecting to any items or calculations contained in the Final Purchase Price Calculation, including Calculation Statement within the application of the Closing Account Principlesapplicable 30-day period, the Parties shall meet within 30 days following the date of the Dispute Notice (in order each case, the “Resolution Period”) and shall attempt in good faith to decide resolve such objections and any written resolution by them as to any disputed amount shall be deemed final and conclusive with respect to the determination of the Purchase Price, and shall be binding on such disputed amounts submit the matter to either (i) if the Parties agree thereto, a jointly appointed independent accountant, or (ii) if the Parties do for all purposes under this Agreement. Any amounts that were not agree on a jointly appointed accountant, an independent accountant who is a partner of an accounting firm with an international reputation, having an office in Denmark, to be appointed by the FSR – Danish Auditors (in Danish: “FSR – Danske Revisorer”), to act as independent accountant. If the timely disputed amounts relate pursuant to a legal issueDispute Notice (or if so disputed, including subsequently resolved) may not be disputed. In all events the legal interpretation of this Agreement, such dispute Final Calculation Statement shall be referred to arbitration in accordance with Clause 21. 3.3.6 The independent accountant appointed in accordance with Clause 3.3.5 (the “Independent Accountant”) shall act as an expert final and not as an arbitrator and shall not decide on legal issues. The Buyer shall ensure that the Independent Accountant is granted access binding, except to the Group’s books and records and has access to interview relevant employees extent of the Buyer’s Group during Working Hours. 3.3.7 The Independent Accountant shall review the objections made by the Buyer and the Sellers’ Representative and proposed amendments, if any, by either of the Buyer and the Sellers’ Representative, decide on the those amounts timely identified in a Dispute Notice as disputed matters, and determine the Final Purchase Price Calculation items in accordance with this Agreement. The Independent Accountant shall, to the extent relevant, establish the procedural rules applicable in connection with the Independent Accountant’s hearing of the Parties’ respective positions on the disputed amount(sparagraph. (e) and any related issues to be followed in connection with settling the dispute. Page: 19 of 57 3.3.8 The Independent Accountant shall apply the principles set out pursuant to Schedule 3.2.1 (i.e., the Independent Accountant shall not have any discretion to deviate from these principles). If the decision on parties are unable to resolve Purchaser’s objections within the disputed matters depends on an accounting estimateResolution Period, the Independent Accountant must make an independent estimate based on what she/he considers fair then all amounts and reasonable pursuant to this Agreement. 3.3.9 The Final Purchase Price Calculation determined issues remaining in dispute and Seller’s responses thereto will be submitted by the Independent Accountant is final Purchaser and binding upon the Parties, and the Initial Purchase Price shall be adjusted on the basis thereof as provided Seller for in Clause 3.4, except in case of fraud review by a Party (which shall include the fraud of those persons actively involved in the transactions contemplated by this Agreement on behalf of that Party) or manifest error, or if the dispute concerns a legal issue. In the event of fraud or manifest error, the relevant part of the determination shall be void and the matter remitted to the Independent Accountant. In All Parties agree to execute, if requested by the event the dispute concerns Independent Accountant, a legal issue, the dispute shall be resolved by arbitration in accordance reasonable engagement letter with Clause 21. The Independent Accountant shall deliver her/his decision respect to the Parties no later than thirty (30) Business Days after having been appointed. 3.3.10 Costs relating to the calculation or review of the Final Purchase Price Calculation are determination to be borne by the respective Parties. The fee to the Independent Accountant must be paid in accordance with the decision made by the Independent Accountant, taking into account whether the Sellers or the Buyer have predominantly prevailed in their argumentation.. The Independent Accountant will determine only those