Common use of Merger Consideration Adjustment Clause in Contracts

Merger Consideration Adjustment. (a) Following the Closing, the Merger Consideration shall be finally determined in accordance with the adjustments and procedures set forth in this Agreement. (b) Within five (5) Business Days after the final determination of the Final Closing Cash, the Final Closing Indebtedness, the Final Transaction Expenses, the Final Working Capital, and the resulting Merger Consideration pursuant to Section 2.10, the following payments shall be made, as applicable: (i) If the Merger Consideration is greater than the Estimated Merger Consideration (such excess, the “Adjustment Excess Amount”), then: (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent the Adjustment Excess Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; and (B) Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is equal to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if any. (c) Purchaser shall cause the Paying Agent to, as soon as practicable after the deposit with the Paying Agent of any amount pursuant to Section 2.8(b) (collectively, “Adjustment Consideration”), distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2.

Merger Consideration Adjustment. (a) Following the Closing, the Merger Consideration shall be finally determined in accordance with the adjustments and procedures set forth in this Agreement. (b) Within Pre-Closing Statement. At least five (5) Business Days after prior to the final determination anticipated Closing Date, the Company shall deliver to Parent a statement, certified by an officer of the Final Closing CashCompany, consisting of the Final Closing Indebtedness, the Final Transaction Expenses, the Final Working Capital, and the resulting Merger Consideration pursuant to Section 2.10, Company’s good-faith estimates of the following payments shall be made, as applicable: amounts: (i) If an estimated calculation of the Merger Consideration is greater than the Estimated Merger Consideration Closing Cash (such excess, the “Adjustment Excess AmountEstimated Closing Cash”), then: (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent the Adjustment Excess Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; and (B) Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (ii) If an estimated calculation of the Merger Consideration is equal to Seller Transaction Expenses (specifying which Seller Transaction Expenses will be paid at the Effective Time and not prior thereto) (the “Estimated Seller Transaction Expenses”), (iii) an estimated calculation of the Closing Funded Debt (the “Estimated Closing Funded Debt”), (iv) an estimated calculation of Closing Working Capital (the “Estimated Closing Working Capital”) and the Estimated Closing Working Capital Adjustment, and (v) a calculation of the Estimated Merger Consideration. Parent may submit any objections in writing to the Company until 5:00 PM, then Purchaser Eastern Standard Time, on the Business Day prior to the anticipated Closing Date and the Equityholder Representative Company will cooperate in good-faith with Parent to revise the draft statement to reflect the mutual agreement of the Company and Parent with respect to the estimated amounts set forth in the preceding sentence (as so revised and agreed, the “Pre-Closing Statement”); provided, that if the Company and Parent cannot reach an agreement with respect to the amounts set forth in the preceding sentence, the Pre-Closing Statement will reflect the Company’s good-faith estimates with respect to such amounts. The Estimated Merger Consideration shall jointly instruct the Escrow Agent be subject to deposit with the Paying Agent the Escrow Amount, adjustment pursuant to this Section 2.11 (as adjusted, the Paying Agent Agreement, for further payment to the Equityholders “Merger Consideration”). The Pre-Closing Statement shall be prepared in accordance with their respective Pro Rata Share. the accounting principles, practices and methodologies set forth in Exhibit E (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall AmountApplicable Accounting Principles”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if any. (c) Purchaser shall cause the Paying Agent to, as soon as practicable after the deposit with the Paying Agent of any amount pursuant to Section 2.8(b) (collectively, “Adjustment Consideration”), distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2.

Merger Consideration Adjustment. (a) Following Within ninety (90) days after the ClosingClosing Date, Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Disinterested Director Majority and the Company Stockholder a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Company as of the Reference Time and (ii) a good faith calculation of the Closing Indebtedness, Net Working Capital and Company Transaction Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.9. The Closing Statement shall be finally prepared, and the Closing Indebtedness, Net Working Capital, and Company Transaction Expenses and the resulting Merger Consideration and Merger Consideration Shares shall be determined in accordance with the adjustments Accounting Principles and procedures set forth otherwise in accordance with this Agreement. (b) Within five (5) Business Days after the final determination After delivery of the Final Closing CashStatement, each of the Final Company Stockholder and the Disinterested Director Majority, and their respective Representatives on their behalves, shall be permitted reasonable access to the books, records, working papers, files, facilities and personnel of the Company relating to the preparation of the Closing IndebtednessStatement. The Company Stockholder and the Disinterested Director Majority, and their respective Representatives on their behalves, may make inquiries of the Final Transaction ExpensesCFO and related Purchaser and Company personnel and advisors regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and Purchaser and the Final Working CapitalCompany shall provide reasonable cooperation in connection therewith. If either the Company Stockholder or the Disinterested Director Majority (each, a “Representative Party”) has any objections to the Closing Statement, such Representative Party shall deliver to the CFO and the other Representative Party a statement setting forth its objections thereto (in reasonable detail) (an “Objection Statement”). If an Objection Statement is not delivered by a Representative Party within thirty (30) days following the date of delivery of the Closing Statement, then such Representative Party will have waived its right to contest the Closing Statement, all determinations and calculations set forth therein, and the resulting Merger Consideration pursuant set forth therein. If an Objection Statement is delivered within such thirty (30) day period, then the Company Stockholder and the Disinterested Director Majority shall negotiate in good faith to Section 2.10, the following payments shall be made, as applicable: resolve any such objections for a period of twenty (i20) days thereafter. If the Merger Consideration is greater than Company Stockholder and the Estimated Merger Consideration Disinterested Director Majority do not reach a final resolution within such twenty (20) day period, then upon the written request of either Representative Party (the date of receipt of such excessnotice by the other Party, the “Adjustment Excess AmountIndependent Expert Notice Date”), then: (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent Representative Parties will refer the Adjustment Excess Amount, pursuant dispute to the Paying Agent Agreement, Independent Expert for further payment to final resolution of the Equityholders dispute in accordance with their respective Pro Rata Share; and Section 1.14(c). For purposes hereof, the “Independent Expert” shall mean a mutually acceptable independent (Bi.e., no prior material business relationship with any party for the prior two (2) Purchaser years) accounting firm appointed by the Disinterested Director Majority and the Equityholder Company Stockholder, which appointment will be made no later than ten (10) days after the Independent Expert Notice Date); provided, that if the Independent Expert does not accept its appointment or if the Disinterested Director Majority and the Company Stockholder cannot agree on the Independent Expert, in either case within twenty (20) days after the Independent Expert Notice Date, either Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow AmountParty may require, pursuant by written notice to the Paying Agent Agreementother Representative Party, for further payment to that the Equityholders Independent Expert be selected by the New York City Regional Office of the AAA in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is equal AAA’s procedures. The parties agree that the Independent Expert will be deemed to be independent even though a Party or its Affiliates may, in the future, designate the Independent Expert to resolve disputes of the types described in this Section 1.14. The Parties acknowledge that any information provided pursuant to this Section 1.14 will be subject to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Shareconfidentiality obligations of Section 6.15. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if any. (c) Purchaser shall cause the Paying Agent to, as soon as practicable after the deposit with the Paying Agent of any amount pursuant to Section 2.8(b) (collectively, “Adjustment Consideration”), distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2.

Merger Consideration Adjustment. If the Net Working Capital (aas finally determined pursuant to this Section 2.02 and as set forth in the Final Closing Statement) Following differs from the Closingestimated amounts thereof set forth in the Estimated Closing Statement, the Merger Consideration shall be recalculated using such final figures in lieu of such estimated figures. If the Net Working Capital (as finally determined pursuant to this Section 2.02 and as set forth in the Final Closing Statement) is greater than the Net Working Capital Target, then Parent shall pay by wire transfer of immediately available funds (i) to the Company, for immediate payment by the Company to each Optionholder, and (ii) to each Shareholder, the Pro Rata Percentage of the amount by which such re-calculated final Merger Consideration exceeds the estimated Merger Consideration paid at Closing in accordance with Section 2.02(b) multiplied by the number of Company Shares held by such Shareholder immediately prior to the Effective Time of the Merger (and the number of Company Shares underlying Share Options held by such Optionholder immediately prior to the Effective Time of the Merger), less any withholding Taxes required under the Code or any applicable legal requirement to be deducted and withheld, but only to the extent they are properly paid over to the appropriate Governmental Entity. If the Net Working Capital (as finally determined pursuant to this Section 2.02 and as set forth in the Final Closing Statement) is less than the Net Working Capital Target, then the amount by which such estimated Merger Consideration paid at Closing in accordance with Section 2.02(b) exceeds such re-calculated final Merger Consideration shall be paid to Parent or its designee at the option of Parent in accordance with the adjustments and procedures set forth in this Agreement. (b) Within five (5) Business Days after the final determination terms of the Final Closing Cash, the Final Closing Indebtedness, the Final Transaction Expenses, the Final Working Capital, Escrow Agreement or by each Shareholder and the resulting Merger Consideration pursuant Optionholder paying to Section 2.10, the following payments shall be made, as applicable: (i) If the Merger Consideration is greater than the Estimated Merger Consideration (such excess, the “Adjustment Excess Amount”), then: (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent the Adjustment Excess Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders Parent by wire transfer in accordance with their respective Pro Rata Share; and (B) Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is equal to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account immediately available funds an amount equal to the Adjustment Shortfall Amount; and (2) deposit with Pro Rata Percentage of such excess amount multiplied by the Paying Agent number of Company Shares held by such Shareholder immediately prior to the remaining amounts Effective Time of the Escrow Account Merger (after payment and the number of Company Shares underlying Share Options held by such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant Optionholder immediately prior to the Paying Agent Agreement, for further payment to Effective Time of the Equityholders in accordance with their respective Pro Rata Share; or Merger). All amounts payable under this clause (Bf) in shall be paid no later than ten (10) business days following the event date of the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if anyFinal Closing Statement. (c) Purchaser shall cause the Paying Agent to, as soon as practicable after the deposit with the Paying Agent of any amount pursuant to Section 2.8(b) (collectively, “Adjustment Consideration”), distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2.

Merger Consideration Adjustment. (a) Following Within ninety (90) days after the ClosingClosing Date, the Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Net Indebtedness, Net Working Capital and Transactions Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.07. The Closing Statement shall be finally prepared, and the Closing Net Indebtedness, Net Working Capital and Transactions Expenses and the resulting Merger Consideration and shares shall be determined in accordance with the adjustments Accounting Principles and procedures set forth otherwise in accordance with this Agreement. (b) Within five (5) Business Days after the final determination After delivery of the Final Closing CashStatement, each of the Final Seller Representative and the Purchaser Representative, and their respective Representatives on their behalves, shall be permitted reasonable access to the books, records, working papers, files, facilities and personnel of the Target Companies relating to the preparation of the Closing IndebtednessStatement. The Seller Representative and the Purchaser Representative, and their respective Representatives on their behalves, may make inquiries of the Final Transaction ExpensesCFO and related Purchaser and Target Company personnel and advisors regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and Purchaser and the Final Working CapitalCompany shall provide reasonable cooperation in connection therewith. If either the Seller Representative or the Purchaser Representative (each, a “Representative Party”) has any objections to the Closing Statement, such Representative Party shall deliver to the CFO and the other Representative Party a statement setting forth its objections thereto (in reasonable detail) (an “Objection Statement”). If an Objection Statement is not delivered by a Representative Party within thirty (30) days following the date of delivery of the Closing Statement, then such Representative Party will have waived its right to contest the Closing Statement, all determinations and calculations set forth therein, and the resulting Merger Consideration pursuant set forth therein. If an Objection Statement is delivered within such thirty (30) day period, then the Seller Representative and the Purchaser Representative shall negotiate in good faith to Section 2.10, the following payments shall be made, as applicable: resolve any such objections for a period of twenty (i20) days thereafter. If the Merger Consideration is greater than Seller Representative and the Estimated Merger Consideration Purchaser Representative do not reach a final resolution within such twenty (20) day period, then upon the written request of either Representative Party (the date of receipt of such excessnotice by the other Party, the “Adjustment Excess AmountIndependent Expert Notice Date”), then: (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent Representative Parties will refer the Adjustment Excess Amount, pursuant dispute to the Paying Agent Agreement, Independent Expert for further payment to final resolution of the Equityholders dispute in accordance with their respective Pro Rata Share; and Section 1.15(c). For purposes hereof, the “Independent Expert” shall mean a mutually acceptable independent (Bi.e., no prior material business relationship with any party for the prior two (2) years) accounting firm appointed by the Purchaser Representative and the Equityholder Seller Representative, which appointment will be made no later than ten (10) days after the Independent Expert Notice Date); provided, that if the Independent Expert does not accept its appointment or if the Purchaser Representative shall jointly instruct and the Escrow Agent to deposit with Seller Representative cannot agree on the Paying Agent Independent Expert, in either case within twenty (20) days after the Escrow AmountIndependent Expert Notice Date, pursuant either Representative Party may require, by written notice to the Paying Agent Agreementother Representative Party, for further payment to that the Equityholders Independent Expert be selected by the New York City Regional Office of the AAA in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is equal AAA’s procedures. The Parties agree that the Independent Expert will be deemed to be independent even though a Party or its Affiliates may, in the future, designate the Independent Expert to resolve disputes of the types described in this Section 1.15. The Parties acknowledge that any information provided pursuant to this Section 1.15 will be subject to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Shareconfidentiality obligations of Section 5.15. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if any. (c) Purchaser shall cause the Paying Agent to, as soon as practicable after the deposit with the Paying Agent of any amount pursuant to Section 2.8(b) (collectively, “Adjustment Consideration”), distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2.

Merger Consideration Adjustment. (a) Following Within ninety (90) days after the ClosingClosing Date, Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a balance sheet of the Company as of the Reference Time and (ii) a good faith calculation of the Closing Net Debt, Net Working Capital and Company Transaction Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section ‎1.7. The Closing Statement shall be prepared, and the Closing Net Debt, Net Working Capital, and Company Transaction Expenses and the resulting Merger Consideration and Stockholder Merger Consideration shall be finally determined in accordance with the adjustments Accounting Principles and procedures set forth otherwise in accordance with this Agreement. (b) Within five (5) Business Days after the final determination After delivery of the Final Closing CashStatement, each of the Final Seller Representative and the Purchaser Representative, and their respective Representatives on their behalves, shall be permitted reasonable access to the books, records, working papers, files, facilities and personnel of the Company relating to the preparation of the Closing IndebtednessStatement. The Seller Representative and the Purchaser Representative, and their respective Representatives on their behalves, may make inquiries of the Final Transaction ExpensesCFO and related Purchaser and the Company personnel and advisors regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and Purchaser and the Final Working CapitalCompany shall provide reasonable cooperation in connection therewith. If either the Seller Representative or the Purchaser Representative (each, a “Representative Party”) has any objections to the Closing Statement, such Representative Party shall deliver to the CFO and the other Representative Party a statement setting forth its objections thereto (in reasonable detail) (an “Objection Statement”). If an Objection Statement is not delivered by a Representative Party within thirty (30) days following the date of delivery of the Closing Statement, then such Representative Party will have waived its right to contest the Closing Statement, all determinations and calculations set forth therein, and the resulting Merger Consideration pursuant set forth therein. If an Objection Statement is delivered within such thirty (30) day period, then the Seller Representative and the Purchaser Representative shall negotiate in good faith to Section 2.10, the following payments shall be made, as applicable: resolve any such objections for a period of twenty (i20) days thereafter. If the Merger Consideration is greater than Seller Representative and the Estimated Merger Consideration Purchaser Representative do not reach a final resolution within such twenty (20) day period, then upon the written request of either Representative Party (the date of receipt of such excessnotice by the other Party, the “Adjustment Excess AmountIndependent Expert Notice Date”), then: (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent Representative Parties will refer the Adjustment Excess Amount, pursuant dispute to the Paying Agent Agreement, Independent Expert for further payment to final resolution of the Equityholders dispute in accordance with their respective Pro Rata Share; and Section ‎1.12(c). For purposes hereof, the “Independent Expert” shall mean a mutually acceptable independent (Bi.e., no prior material business relationship with any party for the prior two (2) years) accounting firm appointed by the Purchaser Representative and the Equityholder Seller Representative, which appointment will be made no later than ten (10) days after the Independent Expert Notice Date); provided, that if the Independent Expert does not accept its appointment or if the Purchaser Representative shall jointly instruct and the Escrow Agent to deposit with Seller Representative cannot agree on the Paying Agent Independent Expert, in either case within twenty (20) days after the Escrow AmountIndependent Expert Notice Date, pursuant either Representative Party may require, by written notice to the Paying Agent Agreementother Representative Party, for further payment to that the Equityholders Independent Expert be selected by the New York City Regional Office of the AAA in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is equal AAA’s procedures. The parties agree that the Independent Expert will be deemed to be independent even though a Party or its Affiliates may, in the future, designate the Independent Expert to resolve disputes of the types described in this Section ‎1.12. The Parties acknowledge that any information provided pursuant to this Section 1.12 will be subject to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Shareconfidentiality obligations of Section ‎5.15. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if any. (c) Purchaser shall cause the Paying Agent to, as soon as practicable after the deposit with the Paying Agent of any amount pursuant to Section 2.8(b) (collectively, “Adjustment Consideration”), distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2.

Merger Consideration Adjustment. (a) Following Not later than the Closingbusiness day next preceding the Effective Date, the Debtor and the Buyer will in good faith jointly estimate: (i) the Working Capital Assets (as defined below) as of the close of business on such business day (the "Estimated Working Capital Assets") provided that if the Debtor's and the Buyer's respective estimates thereof do not agree, then the Estimated Working Capital Assets will be the arithmetic average of the Debtor's and the Buyer's respective estimates thereof; and (ii) the Working Capital Liabilities (as defined below) as of the close of business on such business day (the "Estimated Working Capital Liabilities"); provided that if the Debtor's and the Buyer's respective estimates thereof do not agree, then the Estimated Working Capital Liabilities will be the arithmetic average of the Debtor's and the Buyer's respective estimates thereof. The Estimated Working Capital Assets minus the Estimated Working Capital Liabilities shall be the "Estimated Working Capital". If the Estimated Working Capital is less than $3,100,000, then subject to the satisfaction or waiver by the Buyer of the Buyer's condition to close set forth in Section 5.2(h), the Merger Consideration shall be finally determined in accordance with the adjustments and procedures set forth in this Agreement. (b) Within five (5) Business Days after the final determination of the Final Closing Cash, the Final Closing Indebtedness, the Final Transaction Expenses, the Final Working Capital, and the resulting Merger Consideration pursuant to Section 2.10, the following payments shall be made, as applicable: (i) If the Merger Consideration is greater than the Estimated Merger Consideration (such excess, the “Adjustment Excess Amount”), then: (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent the Adjustment Excess Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; and (B) Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is equal to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account reduced by an amount equal to such difference. If the Adjustment Shortfall Amount; and (2Estimated Working Capital is more than $3,100,000, the Merger Consideration shall be unchanged. "Working Capital Assets" means all assets comprising the line items listed under "working capital assets" in Section 1.10(a) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser)Debtor Disclosure Schedule, pursuant to the Paying Agent Agreement, for further payment to the Equityholders valued on a consolidated basis in accordance with their respective Pro Rata Share; or (B) in GAAP consistent with the event Debtor's past practices and the Adjustment Shortfall Amount is equal methodology used to or greater than the Escrow Amountdetermine Working Capital Assets as of March 31, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if any. (c) Purchaser shall cause the Paying Agent to2003, as soon as practicable after set forth in Section 1.10(a) of the deposit Debtor Disclosure Schedule. "Working Capital Liabilities" means all liabilities comprising the line items listed under "working capital liabilities" in Section 1.10(a) of the Debtor Disclosure Schedule, valued on a consolidated basis in accordance with GAAP consistent with the Paying Agent Debtor's past practices and the methodology used to determine Working Capital Liabilities as of any amount pursuant to March 31, 2003, as set forth in Section 2.8(b1.10(a) (collectively, “Adjustment Consideration”), distribute to each Equityholder of the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2Debtor Disclosure.

Merger Consideration Adjustment. (a) Following Within ninety (90) days after the ClosingClosing Date, Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Net Indebtedness as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.7 and in reasonable detail including for each component thereof, along with the amount owed to each creditor of the Surviving Company, and bank statements and other evidence reasonably necessary to confirm such calculations. The Closing Statement shall be finally prepared, and the Closing Net Indebtedness and the resulting Merger Consideration and shares shall be determined in accordance with the adjustments Accounting Principles and procedures set forth otherwise in accordance with this Agreement. (b) Within five (5) Business Days after the final determination After delivery of the Final Closing CashStatement, each of the Final Seller Representative and the Purchaser Representative, and their respective Representatives on their behalf, shall be permitted reasonable access (with the right to make copies and including by electronic delivery of documents) to the books, records, working papers, files, facilities and personnel of the Target Companies relating to the preparation of the Closing IndebtednessStatement. The Seller Representative and the Purchaser Representative, and their respective Representatives on their behalf, may make inquiries of the Final Transaction ExpensesCFO and related Purchaser and Target Company personnel and advisors regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and Purchaser and the Final Working CapitalCompany shall provide reasonable cooperation in connection therewith. If either the Seller Representative or the Purchaser Representative (each, a “Representative Party”) has any objections to the Closing Statement, such Representative Party shall deliver to the CFO and the other Representative Party a statement setting forth its objections thereto (in reasonable detail) (an “Objection Statement”). If an Objection Statement is not delivered by a Representative Party within thirty (30) days following the date of delivery of the Closing Statement, then such Representative Party will have waived its right to contest the Closing Statement, all determinations and calculations set forth therein, and the resulting Merger Consideration pursuant set forth therein. If an Objection Statement is delivered within such thirty (30) day period, then the Seller Representative and the Purchaser Representative shall negotiate in good faith to Section 2.10, the following payments shall be made, as applicable: resolve any such objections for a period of twenty (i20) days thereafter. If the Merger Consideration is greater than Seller Representative and the Estimated Merger Consideration Purchaser Representative do not reach a final resolution within such twenty (20) day period, then upon the written request of either Representative Party (the date of receipt of such excessnotice by the other Party, the “Adjustment Excess AmountIndependent Expert Notice Date”), then: (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent Representative Parties will refer the Adjustment Excess Amount, pursuant dispute to the Paying Agent Agreement, Independent Expert for further payment to final resolution of the Equityholders dispute in accordance with their respective Pro Rata Share; and Section 1.15(c). For purposes hereof, the “Independent Expert” shall mean a mutually acceptable independent (Bi.e., no prior material business relationship with any Party for the prior two (2) years) accounting firm appointed by the Purchaser Representative and the Equityholder Seller Representative, which appointment will be made no later than ten (10) days after the Independent Expert Notice Date; provided, that if the Independent Expert does not accept its appointment or if the Purchaser Representative shall jointly instruct and the Escrow Agent to deposit with Seller Representative cannot agree on the Paying Agent Independent Expert, in either case within twenty (20) days after the Escrow AmountIndependent Expert Notice Date, pursuant either Representative Party may require, by written notice to the Paying Agent Agreementother Representative Party, for further payment to that the Equityholders Independent Expert be selected by the Washington, D.C. Regional Office of the AAA in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is equal AAA’s procedures. The Parties agree that the Independent Expert will be deemed to be independent even though a Party or its Affiliates may, in the future, designate the Independent Expert to resolve disputes of the types described in this Section 1.15. The Parties acknowledge that any information provided pursuant to this Section 1.15 will be subject to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Shareconfidentiality obligations of Section 5.15. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if any. (c) Purchaser shall cause the Paying Agent to, as soon as practicable after the deposit with the Paying Agent of any amount pursuant to Section 2.8(b) (collectively, “Adjustment Consideration”), distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2.

Merger Consideration Adjustment. (a) Following Within ninety (90) days after the ClosingClosing Date, Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a balance sheet of the Company as of the Reference Time and (ii) a good faith calculation of the Closing Net Debt, Net Working Capital and Company Transaction Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.7. The Closing Statement shall be finally prepared, and the Closing Net Debt, Net Working Capital, and Company Transaction Expenses and the resulting Merger Consideration and Merger Consideration Shares shall be determined in accordance with the adjustments Accounting Principles and procedures set forth otherwise in accordance with this Agreement. (b) Within five (5) Business Days after the final determination After delivery of the Final Closing CashStatement, each of the Final Seller Representative and the Purchaser Representative, and their respective Representatives on their behalves, shall be permitted reasonable access to the books, records, working papers, files, facilities and personnel of the Company relating to the preparation of the Closing IndebtednessStatement. The Seller Representative and the Purchaser Representative, and their respective Representatives on their behalves, may make inquiries of the Final Transaction ExpensesCFO and related Purchaser and the Company personnel and advisors regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and Purchaser and the Final Working CapitalCompany shall provide reasonable cooperation in connection therewith. If either the Seller Representative or the Purchaser Representative (each, a “Representative Party”) has any objections to the Closing Statement, such Representative Party shall deliver to the CFO and the other Representative Party a statement setting forth its objections thereto (in reasonable detail) (an “Objection Statement”). If an Objection Statement is not delivered by a Representative Party within thirty (30) days following the date of delivery of the Closing Statement, then such Representative Party will have waived its right to contest the Closing Statement, all determinations and calculations set forth therein, and the resulting Merger Consideration pursuant set forth therein. If an Objection Statement is delivered within such thirty (30) day period, then the Seller Representative and the Purchaser Representative shall negotiate in good faith to Section 2.10, the following payments shall be made, as applicable: resolve any such objections for a period of twenty (i20) days thereafter. If the Merger Consideration is greater than Seller Representative and the Estimated Merger Consideration Purchaser Representative do not reach a final resolution within such twenty (20) day period, then upon the written request of either Representative Party (the date of receipt of such excessnotice by the other Party, the “Adjustment Excess AmountIndependent Expert Notice Date”), then: (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent Representative Parties will refer the Adjustment Excess Amount, pursuant dispute to the Paying Agent Agreement, Independent Expert for further payment to final resolution of the Equityholders dispute in accordance with their respective Pro Rata Share; and Section 1.12(c). For purposes hereof, the “Independent Expert” shall mean a mutually acceptable independent (Bi.e., no prior material business relationship with any party for the prior two (2) years) accounting firm appointed by the Purchaser Representative and the Equityholder Seller Representative, which appointment will be made no later than ten (10) days after the Independent Expert Notice Date); provided, that if the Independent Expert does not accept its appointment or if the Purchaser Representative shall jointly instruct and the Escrow Agent to deposit with Seller Representative cannot agree on the Paying Agent Independent Expert, in either case within twenty (20) days after the Escrow AmountIndependent Expert Notice Date, pursuant either Representative Party may require, by written notice to the Paying Agent Agreementother Representative Party, for further payment to that the Equityholders Independent Expert be selected by the New York City Regional Office of the AAA in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is equal AAA’s procedures. The parties agree that the Independent Expert will be deemed to be independent even though a Party or its Affiliates may, in the future, designate the Independent Expert to resolve disputes of the types described in this Section 1.12. The Parties acknowledge that any information provided pursuant to this Section 1.12 will be subject to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Shareconfidentiality obligations of Section 5.15. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if any. (c) Purchaser shall cause the Paying Agent to, as soon as practicable after the deposit with the Paying Agent of any amount pursuant to Section 2.8(b) (collectively, “Adjustment Consideration”), distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2.

Merger Consideration Adjustment. (a) Following Within ninety (90) days after the ClosingClosing Date, Pubco’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Company as of the Reference Time and (ii) a good faith calculation of the Closing Indebtedness and Net Working Capital, in each case, as of the Reference Time, and the resulting Merger Consideration and Merger Consideration Shares using the formula in Section 1.7. The Closing Statement shall be finally prepared, and the Closing Indebtedness and Net Working Capital and the resulting Merger Consideration and Merger Consideration Shares shall be determined in accordance with the adjustments Accounting Principles and procedures set forth otherwise in accordance with this Agreement. (b) Within five (5) Business Days after the final determination After delivery of the Final Closing CashStatement, each of the Final Seller Representative and the Purchaser Representative, and their respective Representatives on their behalves, shall be permitted reasonable access to the books, records, working papers, files, facilities and personnel of the Company relating to the preparation of the Closing IndebtednessStatement. The Seller Representative and the Purchaser Representative, and their respective Representatives on their behalves, may make inquiries of the Final Transaction ExpensesCFO and related Pubco and Company personnel and advisors regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and Pubco and the Final Working CapitalCompany shall provide reasonable cooperation in connection therewith. If either the Seller Representative or the Purchaser Representative (each, a “Representative Party”) has any objections to the Closing Statement, such Representative Party shall deliver to the CFO and the other Representative Party a statement setting forth its objections thereto (in reasonable detail) (an “Objection Statement”). If an Objection Statement is not delivered by a Representative Party within thirty (30) days following the date of delivery of the Closing Statement, then such Representative Party will have waived its right to contest the Closing Statement, all determinations and calculations set forth therein, and the resulting Merger Consideration pursuant and Merger Consideration Shares set forth therein. If an Objection Statement is delivered within such thirty (30) day period, then the Seller Representative and the Purchaser Representative shall negotiate in good faith to Section 2.10, the following payments shall be made, as applicable: resolve any such objections for a period of twenty (i20) days thereafter. If the Merger Consideration is greater than Seller Representative and the Estimated Merger Consideration Purchaser Representative do not reach a final resolution within such twenty (20) day period, then upon the written request of either Representative Party (the date of receipt of such excessnotice by the other Party, the “Adjustment Excess AmountIndependent Expert Notice Date”), then: (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent Representative Parties will refer the Adjustment Excess Amount, pursuant dispute to the Paying Agent Agreement, Independent Expert for further payment to final resolution of the Equityholders dispute in accordance with their respective Pro Rata Share; and Section 1.15(c). For purposes hereof, the “Independent Expert” shall mean a mutually acceptable independent (Bi.e., no prior material business relationship with any party for the prior two (2) years) accounting firm appointed by the Purchaser Representative and the Equityholder Seller Representative, which appointment will be made no later than ten (10) days after the Independent Expert Notice Date); provided, that if the Independent Expert does not accept its appointment or if the Purchaser Representative shall jointly instruct and the Escrow Agent to deposit with Seller Representative cannot agree on the Paying Agent Independent Expert, in either case within twenty (20) days after the Escrow AmountIndependent Expert Notice Date, pursuant either Representative Party may require, by written notice to the Paying Agent Agreementother Representative Party, for further payment to that the Equityholders Independent Expert be selected by the New York City Regional Office of the AAA in accordance with their respective Pro Rata Share. (iithe AAA’s procedures. The parties agree that the Independent Expert will be deemed to be independent even though a Party or its Affiliates may, in the future, designate the Independent Expert to resolve disputes of the types described in this Section 1.15(b). The Parties acknowledge that any information provided pursuant to this Section 1.15(b) If the Merger Consideration is equal will be subject to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Shareconfidentiality obligations of Section 5.14. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if any. (c) Purchaser shall cause the Paying Agent to, as soon as practicable after the deposit with the Paying Agent of any amount pursuant to Section 2.8(b) (collectively, “Adjustment Consideration”), distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2.

Merger Consideration Adjustment. (a) Following Within ninety (90) days after the ClosingClosing Date, Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Net Debt, Net Working Capital and Transaction Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.8(a). The Closing Statement shall be finally prepared, and the Closing Net Debt, Net Working Capital and Transaction Expenses and the resulting Merger Consideration and Merger Consideration Shares shall be determined in accordance with the adjustments Accounting Principles and procedures set forth otherwise in accordance with this Agreement. (b) Within five (5) Business Days after the final determination After delivery of the Final Closing CashStatement, each of the Final Seller Representative and the Purchaser Representative, and their respective Representatives on their behalves, shall be permitted reasonable access to the books, records, working papers, files, facilities and personnel of the Target Companies relating to the preparation of the Closing IndebtednessStatement. The Seller Representative and the Purchaser Representative, and their respective Representatives on their behalves, may make inquiries of the Final Transaction ExpensesCFO and related Purchaser and Target Company personnel and advisors regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and Purchaser and the Final Working CapitalCompany shall provide reasonable cooperation in connection therewith. If either the Seller Representative or the Purchaser Representative (each, a “Representative Party”) has any objections to the Closing Statement, such Representative Party shall deliver to the CFO and the other Representative Party a statement setting forth its objections thereto (in reasonable detail) (an “Objection Statement”). If an Objection Statement is not delivered by a Representative Party within thirty (30) days following the date of delivery of the Closing Statement, then such Representative Party will have waived its right to contest the Closing Statement, all determinations and calculations set forth therein, and the resulting Merger Consideration pursuant set forth therein. If an Objection Statement is delivered within such thirty (30) day period, then the Seller Representative and the Purchaser Representative shall negotiate in good faith to Section 2.10, the following payments shall be made, as applicable: resolve any such objections for a period of twenty (i20) days thereafter. If the Merger Consideration is greater than Seller Representative and the Estimated Merger Consideration Purchaser Representative do not reach a final resolution within such twenty (20) day period, then upon the written request of either Representative Party (the date of receipt of such excessnotice by the other Party, the “Adjustment Excess AmountIndependent Expert Notice Date”), then: (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent Representative Parties will refer the Adjustment Excess Amount, pursuant dispute to the Paying Agent Agreement, Independent Expert for further payment to final resolution of the Equityholders dispute in accordance with their respective Pro Rata Share; and Section 1.13(c). For purposes hereof, the “Independent Expert” shall mean a mutually acceptable independent (Bi.e., no prior material business relationship with any party for the prior two (2) years) accounting firm appointed by the Purchaser Representative and the Equityholder Seller Representative, which appointment will be made no later than ten (10) days after the Independent Expert Notice Date); provided, that if the Independent Expert does not accept its appointment or if the Purchaser Representative shall jointly instruct and the Escrow Agent to deposit with Seller Representative cannot agree on the Paying Agent Independent Expert, in either case within twenty (20) days after the Escrow AmountIndependent Expert Notice Date, pursuant either Representative Party may require, by written notice to the Paying Agent Agreementother Representative Party, for further payment to that the Equityholders Independent Expert be selected by the New York City Regional Office of the AAA in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is equal AAA’s procedures. The parties agree that the Independent Expert will be deemed to be independent even though a Party or its Affiliates may, in the future, designate the Independent Expert to resolve disputes of the types described in this Section 1.13. The Parties acknowledge that any information provided pursuant to this Section 1.13 will be subject to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Shareconfidentiality obligations of Section 5.15. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if any. (c) Purchaser shall cause the Paying Agent to, as soon as practicable after the deposit with the Paying Agent of any amount pursuant to Section 2.8(b) (collectively, “Adjustment Consideration”), distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2.

Merger Consideration Adjustment. (a) Following No later than two (2) Business Days prior to the ClosingClosing Date, the Merger Consideration Company shall deliver to Buyer a written statement (the “Estimated Closing Statement”) setting forth (i) an estimated unaudited consolidated balance sheet of the Company as of immediately prior to the Closing (the “Estimated Closing Balance Sheet”), (ii) its good faith estimate of (A) Closing Working Capital (“Estimated Net Working Capital”), (B) the Closing Indebtedness (the “Estimated Closing Indebtedness”), (C) the Closing Cash Amount (the “Estimated Closing Cash”), and (D) the Closing Transaction Expenses (the “Estimated Transaction Expenses”), and (iii) the Company’s calculation of the Estimated Adjustment Amount, together with any information that Buyer has reasonably requested to verify the amounts reflected in the Estimated Closing Statement, in each case, prepared in accordance with the Accounting Principles. (b) On or before the date that is ninety (90) calendar days following the Closing Date, Buyer or its designee shall prepare, or cause to be prepared, and deliver to the Securityholder Representative a written statement (the “Buyer Closing Statement”) setting forth (i) an unaudited consolidated balance sheet of the Company as of immediately prior to the Closing (the “Buyer Closing Balance Sheet”), (ii) a calculation of (A) Closing Working Capital (“Buyer Closing Net Working Capital”), (B) the Closing Indebtedness (the “Buyer Closing Indebtedness”), (C) the Closing Cash Amount (the “Buyer Closing Cash Amount”), and (D) the Closing Transaction Expenses (the “Buyer Closing Transaction Expenses”), and (iii) Buyer’s calculation of the Final Adjustment Amount, in each case prepared in accordance with the Accounting Principles, together with any information that the Securityholder Representative has reasonably requested to verify the amounts reflected in the Buyer Closing Statement. (c) From the delivery of the Buyer Closing Statement until the determination of Final Closing Net Working Capital, Final Closing Cash, Final Closing Indebtedness and Final Closing Transaction Expenses in accordance with this Section 3.7(c), Buyer will provide, and cause the Company to provide, the Securityholder Representative with reasonable access (during normal business hours and upon reasonable prior notice) to (i) the books, records, facilities and employees of the Company, and (ii) the financial information, as of the Closing Date, of the Company, in each case, to the extent reasonably necessary for the Securityholder Representative to evaluate the Buyer Closing Statement. The Securityholder Representative may dispute the calculation of Buyer Closing Net Working Capital, Buyer Closing Cash Amount, Buyer Closing Indebtedness or Buyer Closing Transaction Expenses by notifying Buyer of such disagreement in writing, setting forth in reasonable detail the particulars of such disagreement (a “Notice of Objection”), within thirty (30) calendar days after Securityholder Representative’s receipt of the Buyer Closing Statement. To the extent not set forth in the Notice of Objection, the Securityholders shall be deemed to have agreed with Buyer’s calculation of all other items and amounts contained in the Buyer Closing Statement. In the event that the Securityholder Representative does not provide a Notice of Objection within such thirty (30) calendar day period, the Securityholders shall be deemed to have accepted the Buyer Closing Statement delivered by Buyer and Buyer’s calculation of Buyer Closing Net Working Capital, the Buyer Closing Cash Amount, Buyer Closing Indebtedness and Buyer Closing Transaction Expenses set forth therein, which shall then be final, binding and conclusive for all purposes hereunder. In the event any Notice of Objection is timely provided, Buyer and the Securityholder Representative shall use their commercially reasonable efforts for a period of thirty (30) calendar days (or such longer period as they may agree in writing) to resolve any disagreements set forth in the Notice of Objection (and all such discussions related thereto shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable state statutes and evidence of such discussions shall not be admissible in the Actions between the parties (or between one (1) or more parties and the Securityholder Representative)). If Buyer and the Securityholder Representative are unable to resolve such items in dispute (the “Unresolved Items”) by the end of such period then, at any time thereafter, either the Securityholder Representative or Buyer may require that the Independent Accountants resolve the Unresolved Items. For the avoidance of doubt, the Independent Accountants shall only resolve the Unresolved Items and not any disagreements that have been resolved by the parties. Buyer and the Securityholder Representative shall instruct the Independent Accountants to determine as promptly as practicable, and in any event within thirty (30) calendar days of the date on which such dispute is referred to the Independent Accountants, based solely on the provisions of this Agreement and the written presentations and/or oral testimony by the Securityholder Representative and Buyer, and not on an independent review, whether and to what extent (if any) the calculations of Closing Working Capital, Closing Cash Amount, Closing Indebtedness and/or Closing Transaction Expenses require adjustment; provided, however, that in resolving any Unresolved Item, the Independent Accountants may not assign a value to any item greater than the greatest value for such item claimed by Buyer or the Securityholder Representative or less than the smallest value for such item claimed by either Buyer or the Securityholder Representative. The fees and expenses of the Independent Accountants shall be allocated between the parties based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. The determination of the Independent Accountants shall be set forth in a written statement delivered to the Securityholder Representative and Buyer and shall be final, conclusive and binding on the parties. The date on which Closing Working Capital, Closing Cash Amount, Closing Indebtedness and Closing Transaction Expenses is finally determined in accordance with this Section 3.7(c) is hereinafter referred to as the adjustments “Determination Date.” The Closing Working Capital, Closing Cash Amount, Closing Indebtedness and procedures set forth Closing Transaction Expenses, each as finally determined in accordance with this AgreementSection 3.7(c), shall be referred to as the “Final Closing Net Working Capital,” the “Final Closing Cash,” “Final Closing Indebtedness,” and the “Final Closing Transaction Expenses,” respectively. (bd) Within If the Final Adjustment Amount is greater than the Estimated Adjustment Amount, then within five (5) Business Days after the final determination Determination Date, Buyer shall instruct its transfer agent to issue from the Buyer’s authorized but unissued shares of Buyer Common Stock a number of shares of Buyer Common Stock in book entry form with appropriate legends to the Final Closing Cash, the Final Closing Indebtedness, the Final Transaction Expenses, the Final Working Capital, and the resulting Merger Consideration pursuant Securityholder Representative equal to Section 2.10, the following payments shall be made, as applicable: (i) If the Merger Consideration Holdback Amount plus the amount by which the Final Adjustment Amount is greater than the Estimated Merger Consideration Adjustment Amount divided by (such excessii) the Average Closing Buyer Stock Price as of the Closing Date, the “Adjustment Excess Amount”), then: (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent the Adjustment Excess Amount, pursuant hold as an additional contribution to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; and (B) Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata ShareExpense Fund. (iie) If the Merger Consideration is equal to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (iii) If the Merger Consideration Final Adjustment Amount is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and within five (5) Business Days after the Equityholder Determination Date, Buyer shall instruct its transfer agent to issue from the Buyer’s authorized but unissued shares of Buyer Common Stock a number of shares of Buyer Common Stock in book entry form with appropriate legends to the Securityholder Representative shall: equal to (Ai) in the event Holdback Amount minus (x) the amount by which the Estimated Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow AmountFinal Adjustment Amount divided by (ii) the Average Closing Buyer Stock Price as of the Closing Date, (1) jointly instruct to hold as an additional contribution to the Escrow Agent to release to Purchaser Expense Fund; provided, that, if the result of the foregoing calculation is a negative number, the appropriate number of shares of Buyer Common Stock will be offset from the Escrow Account an amount equal to Holdback Amount based on the Escrow Amount and (2) Average Closing Buyer Stock Price as of the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if anyDetermination Date. (cf) Purchaser shall cause the Paying Agent to, as soon as practicable after the deposit with the Paying Agent of The parties agree and acknowledge that any amount payment pursuant to Section 2.8(b3.7(d) (collectivelyor Section 3.7(e) above will be treated by the parties as an adjustment to the Merger Consideration, “Adjustment Consideration”)including for all applicable Tax purposes, distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2except as otherwise required by applicable Law.

Merger Consideration Adjustment. (a) Following As soon as practical, but in no event later than 60 days after the ClosingClosing Date, Parent shall prepare and deliver to the Merger Consideration shall be finally determined Representative a statement setting forth Parent's calculation of Closing Working Capital (including each component thereof, calculated in accordance with the adjustments Company's historical practices using the Company Methodology), Closing Cash, Closing Indebtedness and procedures set forth in this AgreementClosing Transaction Fees (the "Initial Calculation"), together with such schedules and data with respect to the determination of the Closing Working Capital, Closing Cash, Closing Indebtedness and Closing Transaction Fees as may be appropriate to support such Initial Calculation. (b) Within five (5) Business Days 30 days after receipt by the final determination Representative of the Final Initial Calculation by Parent, the Representative may deliver to Parent a written notice (the "Calculation Notice") either (i) advising Parent that the Representative agrees with and accepts the Initial Calculation or (ii) setting forth an explanation in reasonable detail of those items in the Initial Calculation that the Representative disputes and of what the Representative believes is the correct calculation of Closing Working Capital, Closing Cash, Closing Indebtedness and/or Closing Transaction Fees, as applicable. The Representative and the Final Closing Indebtednessaccountants engaged by the Representative shall be entitled to review the Surviving Corporation's working papers, trial balances and similar materials for purposes of reviewing the Initial Calculation. Without limiting the generality of the foregoing, the Final Transaction ExpensesSurviving Corporation shall provide the Representative and the accountants engaged by the Representative with (i) the reasonable assistance of the personnel of the Surviving Corporation and (ii) timely and reasonable access, during the Surviving Corporation's normal business hours, to the Surviving Corporation's personnel, properties, books and records, in each case at the Surviving Corporation's expense. If the Representative does not submit a Calculation Notice within the 30-day period provided herein, then the Initial Calculations shall become final and shall not be subject to further review, challenge or adjustment. Parent and its accountants shall be entitled to review the working papers, trial balances and similar materials relating to the Representative's preparation of its Calculation Notice. If Parent shall concur with the Calculation Notice, or if Parent shall not object to the Calculation Notice in a writing received by the Representative within 30 days after Parent's receipt of the Calculation Notice, the Final calculation of each of the Closing Working Capital, Closing Cash, Closing Indebtedness and the resulting Merger Consideration pursuant to Section 2.10, the following payments shall be made, as applicable: (i) If the Merger Consideration is greater than the Estimated Merger Consideration (such excess, the “Adjustment Excess Amount”), then: (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent the Adjustment Excess Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; and (B) Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is equal to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) Closing Transaction Fees set forth in the event the Adjustment Shortfall Amount is less than the Escrow AmountCalculation Notice shall become final and shall not be subject to further review, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to challenge or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if anyadjustment. (c) Purchaser shall cause In the Paying Agent toevent that the Representative and Parent are unable to resolve any disputes regarding the Closing Working Capital, Closing Cash, Closing Indebtedness or Closing Transaction Fees, as soon as practicable applicable, within 15 days after the deposit date of Parent's objection to the Calculation Notice, then such disputes shall be referred to such office of a recognized firm of independent certified public accountants selected by mutual agreement of Parent and the Representative (the "Settlement Accountants"), and the determination of the Settlement Accountants shall be final and shall not be subject to further review, challenge or adjustment, absent fraud. The Settlement Accountants shall determine the Closing Working Capital, Closing Cash, Closing Indebtedness and/or Closing Transaction Fees, as applicable, in accordance with the Paying Agent standards and methodologies described in this Section 2.13 and shall be instructed by Parent and the Representative to use their reasonable best efforts to reach such determination not more than 30 days after such referral. Nothing herein shall be construed to authorize or permit the Settlement Accountants to resolve any item in dispute by making an adjustment to the Initial Calculations that is outside of any amount pursuant the range for such item defined by the Initial Calculations and the Calculation Notice. In calculating the Closing Working Capital, Closing Cash, Closing Indebtedness and/or Closing Transaction Fees, the Settlement Accountants shall be limited to addressing only the particular disputes referred to in the Calculation Notice. Each party shall pay its own costs and expenses incurred in connection with this Section 2.8(b) (collectively2.13; provided, “Adjustment Consideration”)however, distribute to that the Representative, on the one hand, and Parent, on the other hand, shall each Equityholder pay one half of the portion fees and expenses of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2the Settlement Accountants.

Merger Consideration Adjustment. (a) Following the Closing, the Merger Consideration shall will be finally determined in accordance with the adjustments and procedures set forth in this AgreementSection 2.7 and Sections 2.8 and 2.9. (b) Within five The amount of Cash Equivalents, Net Working Capital, Indebtedness and Transaction Expenses included in the calculation of the Merger Consideration will be determined from a consolidated balance sheet of the Company as of the Measurement Time (5the “Closing Balance Sheet”), with any adjustments thereto as determined pursuant to this Section 2.7 and Section 2.9 without giving effect to the Transaction referenced herein. The Closing Balance Sheet will be prepared by Purchaser in accordance with definitions contained in this Agreement, the Sample Statement and GAAP, applied consistently with the Accounting Principles. In the event of any conflict between GAAP and the Accounting Principles, the Accounting Principles will control. (c) Purchaser will deliver Purchaser’s calculation of the Merger Consideration and the Closing Balance Sheet and a written statement (the “Closing Statement”) setting forth the calculation of (i) the actual Cash Equivalents (the “Actual Company Cash”), (ii) the actual Net Working Capital Adjustment (the “Actual Net Working Capital Adjustment”), (iii) the actual Indebtedness of the Company Group (the “Actual Indebtedness”), and the actual Transaction Expenses (the “Actual Transaction Expenses”), in each case, as of the Measurement Time (subject to the Accounting Principles) along with documentation to Representative on or before the date that is ninety (90) days after the Closing Date. The Parties agree that the purpose of preparing the Closing Balance Sheet and determining Actual Company Cash, Actual Net Working Capital Adjustment, Actual Indebtedness, Actual Transaction Expenses and the final Merger Consideration pursuant to this Section 2.7 is to adjust for inaccuracies in the Estimated Company Cash, Estimated Net Working Capital and Estimated Net Working Capital Adjustment, Estimated Indebtedness and Estimated Transaction Expenses and to determine the final Merger Consideration, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheet or determining the amounts of Cash Equivalents, Net Working Capital, Indebtedness, Transaction Expenses or the final Merger Consideration. (d) If the Merger Consideration as so finally determined is less than the Estimated Merger Consideration (such shortfall in an amount not to exceed the amount equal to the Escrow Fund, the “Shortfall Amount”), then Purchaser and Representative will, within two (2) Business Days after following the final determination of the Final Closing Cash, the Final Closing Indebtedness, the Final Transaction Expenses, the Final Working Capital, and the resulting Merger Consideration (pursuant to Section 2.102.7(a), including Section 2.8, if applicable), jointly instruct Escrow Agent in writing to disburse to Purchaser from the Escrow Fund an amount equal to the Shortfall Amount (any portion of the Escrow Fund so remaining after the payment of the Shortfall Amount to Purchaser, the following payments “Remaining Escrow Amount”). The Escrow Fund shall be madethe sole remedy and source of recovery for Purchaser and its Affiliates with respect to the Shortfall Amount and no Equityholder shall have any liability to Purchaser or its Affiliates to the extent the Shortfall Amount exceeds the Escrow Fund. If there is any Remaining Escrow Amount, as applicable:then Purchaser and Representative will, within two (2) Business Days following the final determination of the Merger Consideration (pursuant to Section 2.7(a)), jointly instruct Escrow Agent in writing to (i) deliver to Surviving Corporation a portion of the Remaining Escrow Amount equal to the product of (A) an amount equal to the aggregate number of Option Shares (other than No-Withholding Options) divided by the Participating Common Share Amount multiplied by (B) the Remaining Escrow Amount and (ii) deposit with Paying Agent an amount equal to the Remaining Escrow Amount minus the amount delivered to the Surviving Corporation pursuant to clause (i) of this Section 2.7(d) pursuant to the Paying Agent Agreement, in each case of clause (i) and (ii) to be distributed in accordance with Section 2.7(f) and (g). (ie) If the Merger Consideration as so finally determined is greater than the Estimated Merger Consideration (such excessexcess in an amount not to exceed $6,000,000, the “Adjustment Excess Amount”), then: (A) Purchaser shall deposit, or cause to be deposited, and together with the Paying Agent Escrow Fund, the “Equityholder Adjustment Excess Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; and (B”) Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is or equal to the Estimated Merger Consideration, then (1) with respect to the Excess Amount, Purchaser will, within two (2) Business Days following the final determination of the Merger Consideration (pursuant to Section 2.7(a), including Section 2.8, if applicable), (i) deliver to Surviving Corporation a portion of the Excess Amount equal to the product of (A) an amount equal to the aggregate number of Option Shares (other than No-Withholding Options) divided by the Participating Common Share Amount multiplied by (B) the Excess Amount and the Equityholder Representative shall jointly instruct the Escrow Agent to (ii) deposit with Paying Agent an amount equal to the Excess Amount minus the amount delivered to the Surviving Corporation pursuant to clause (i) of this Section 2.7(e) pursuant to the Paying Agent Agreement; and (2) Purchaser and Representative will, within two (2) Business Days following the final determination of the Merger Consideration (pursuant to Section 2.7(a), including Section 2.8, if applicable), jointly instruct Escrow Agent in writing to (x) deliver to Surviving Corporation a portion of the Escrow Amount, Fund equal to the product of (A) an amount equal to the aggregate number of Option Shares (other than No-Withholding Options) divided by the Participating Common Share Amount multiplied by (B) the Escrow Fund and (y) deposit with Paying Agent an amount equal to the Escrow Fund minus the amount delivered to the Surviving Corporation pursuant to clause (x) of this Section 2.7(e) pursuant to the Paying Agent Agreement, for further payment in each case of clause (i) and (ii) to the Equityholders be distributed in accordance with their respective Pro Rata ShareSection 2.7(f) and (g). Neither Purchaser nor any of its Affiliates shall have any liability to any Person for an amount in excess of $6,000,000 in respect of this Section 2.7(e). (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if any. (cf) Purchaser shall will cause the Paying Agent to, as soon as practicable (but in any event within two (2) Business Days) after the deposit with Paying Agent of the applicable portion of the Remaining Escrow Amount or the Equityholder Adjustment Amount, as applicable, distribute to each Equityholder who has delivered to Paying Agent a Transmittal Letter and, in the case of a Stockholder, certificate(s) representing the Shares held by such Stockholder outstanding immediately before the Effective Time (or, in the event that such certificate(s) have been lost, stolen or destroyed, a Lost Certificate Affidavit therefor), an amount equal to (i) such Equityholder’s Pro Rata Share of the Remaining Escrow Amount or Equityholder Adjustment Amount, as applicable, with respect to such Equityholder’s Shares, if any, and (ii) such Equityholder’s Pro Rata Share of the Remaining Escrow Amount or Equityholder Adjustment Amount, as applicable, with respect to such Equityholder’s No-Withholding Options, if any. Any portion of the Remaining Estimated Merger Consideration deposited with or otherwise made available to the Paying Agent pursuant to this Agreement that remains unclaimed by the former Equityholders twelve (12) months after the Effective Time shall be returned to the Surviving Corporation and any such holder who has not exchanged its Shares for a portion of the Merger Consideration prior to that time shall thereafter only look to the Surviving Corporation for, and the Surviving Corporation shall remain liable for, payment of the portion of Merger Consideration payable in respect of such Shares without any interest thereon. (g) Purchaser will cause the Surviving Corporation to, as soon as practicable (and no later than the first regularly scheduled payroll at least five (5) Business Days following such disbursement) after the deposit with the Paying Agent Surviving Corporation of any the applicable portion of the Remaining Escrow Amount or Equityholder Adjustment Amount, as applicable, pay and deliver to each Equityholder, an amount equal to such Equityholder’s Pro Rata Share of the Remaining Escrow Amount or Equityholder Adjustment Amount, as applicable, with respect to such Equityholder’s Vested Options (other than No-Withholding Options). (h) Any amounts which become payable pursuant to this Section 2.8(b) (collectively2.7 will constitute an adjustment to the Merger Consideration for purposes hereunder, “Adjustment Consideration”), distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2including for all Tax purposes.

Merger Consideration Adjustment. (a) Following Within ninety (90) days after the ClosingClosing Date, Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Net Indebtedness, Net Working Capital and Transactions Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.7. The Closing Statement shall be finally prepared, and the Closing Net Indebtedness, Net Working Capital and Transactions Expenses and the resulting Merger Consideration and shares shall be determined in accordance with the adjustments Accounting Principles and procedures set forth otherwise in accordance with this Agreement. (b) Within five (5) Business Days after the final determination After delivery of the Final Closing CashStatement, each of the Final Seller Representative and the Purchaser Representative, and their respective Representatives on their behalves, shall be permitted reasonable access to the books, records, working papers, files, facilities and personnel of the Target Companies relating to the preparation of the Closing IndebtednessStatement. The Seller Representative and the Purchaser Representative, and their respective Representatives on their behalves, may make inquiries of the Final Transaction ExpensesCFO and related Purchaser and Target Company personnel and advisors regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and Purchaser and the Final Working CapitalCompany shall provide reasonable cooperation in connection therewith. If either the Seller Representative or the Purchaser Representative (each, a “Representative Party”) has any objections to the Closing Statement, such Representative Party shall deliver to the CFO and the other Representative Party a statement setting forth its objections thereto (in reasonable detail) (an “Objection Statement”). If an Objection Statement is not delivered by a Representative Party within thirty (30) days following the date of delivery of the Closing Statement, then such Representative Party will have waived its right to contest the Closing Statement, all determinations and calculations set forth therein, and the resulting Merger Consideration pursuant set forth therein. If an Objection Statement is delivered within such thirty (30) day period, then the Seller Representative and the Purchaser Representative shall negotiate in good faith to Section 2.10, the following payments shall be made, as applicable: resolve any such objections for a period of twenty (i20) days thereafter. If the Merger Consideration is greater than Seller Representative and the Estimated Merger Consideration Purchaser Representative do not reach a final resolution within such twenty (20) day period, then upon the written request of either Representative Party (the date of receipt of such excessnotice by the other Party, the “Adjustment Excess AmountIndependent Expert Notice Date”), then: (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent Representative Parties will refer the Adjustment Excess Amount, pursuant dispute to the Paying Agent Agreement, Independent Expert for further payment to final resolution of the Equityholders dispute in accordance with their respective Pro Rata Share; and Section 1.15(c). For purposes hereof, the “Independent Expert” shall mean a mutually acceptable independent (Bi.e., no prior material business relationship with any party for the prior two (2) years) accounting firm appointed by the Purchaser Representative and the Equityholder Seller Representative, which appointment will be made no later than ten (10) days after the Independent Expert Notice Date); provided, that if the Independent Expert does not accept its appointment or if the Purchaser Representative shall jointly instruct and the Escrow Agent to deposit with Seller Representative cannot agree on the Paying Agent Independent Expert, in either case within twenty (20) days after the Escrow AmountIndependent Expert Notice Date, pursuant either Representative Party may require, by written notice to the Paying Agent Agreementother Representative Party, for further payment to that the Equityholders Independent Expert be selected by the New York City Regional Office of the AAA in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is equal AAA’s procedures. The Parties agree that the Independent Expert will be deemed to be independent even though a Party or its Affiliates may, in the future, designate the Independent Expert to resolve disputes of the types described in this Section 1.15. The Parties acknowledge that any information provided pursuant to this Section 1.15 will be subject to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Shareconfidentiality obligations of Section 5.15. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if any. (c) Purchaser shall cause the Paying Agent to, as soon as practicable after the deposit with the Paying Agent of any amount pursuant to Section 2.8(b) (collectively, “Adjustment Consideration”), distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2.

Merger Consideration Adjustment. (a) Following Within ninety (90) days after the ClosingClosing Date, Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Net Debt and Net Working Capital, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.8. The Closing Statement shall be finally prepared, and the Closing Net Debt and Net Working Capital and the resulting Merger Consideration and Merger Consideration Shares shall be determined in accordance with the adjustments Accounting Principles and procedures set forth otherwise in accordance with this Agreement. (b) Within five (5) Business Days after the final determination After delivery of the Final Closing CashStatement, each of the Final Seller Representative and the Purchaser Representative, and their respective Representatives on their behalves, shall be permitted reasonable access to the books, records, working papers, files, facilities and personnel of the Target Companies relating to the preparation of the Closing IndebtednessStatement. The Seller Representative and the Purchaser Representative, and their respective Representatives on their behalves, may make inquiries of the Final Transaction ExpensesCFO and related Purchaser and Target Company personnel and advisors regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and Purchaser and the Final Working CapitalCompany shall provide reasonable cooperation in connection therewith. If either the Seller Representative or the Purchaser Representative (each, a “Representative Party”) has any objections to the Closing Statement, such Representative Party shall deliver to the CFO and the other Representative Party a statement setting forth its objections thereto (in reasonable detail) (an “Objection Statement”). If an Objection Statement is not delivered by a Representative Party within thirty (30) days following the date of delivery of the Closing Statement, then such Representative Party will have waived its right to contest the Closing Statement, all determinations and calculations set forth therein, and the resulting Merger Consideration pursuant set forth therein. If an Objection Statement is delivered within such thirty (30) day period, then the Seller Representative and the Purchaser Representative shall negotiate in good faith to Section 2.10, the following payments shall be made, as applicable: resolve any such objections for a period of twenty (i20) days thereafter. If the Merger Consideration is greater than Seller Representative and the Estimated Merger Consideration Purchaser Representative do not reach a final resolution within such twenty (20) day period, then upon the written request of either Representative Party (the date of receipt of such excessnotice by the other Party, the “Adjustment Excess AmountIndependent Expert Notice Date”), then: (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent Representative Parties will refer the Adjustment Excess Amount, pursuant dispute to the Paying Agent Agreement, Independent Expert for further payment to final resolution of the Equityholders dispute in accordance with their respective Pro Rata Share; and Section 1.13(c). For purposes hereof, the “Independent Expert” shall mean a mutually acceptable independent (Bi.e., no prior material business relationship with any Party for the prior two (2) years) accounting firm appointed by the Purchaser Representative and the Equityholder Seller Representative, which appointment will be made no later than ten (10) days after the Independent Expert Notice Date); provided, that if the Independent Expert does not accept its appointment or if the Purchaser Representative shall jointly instruct and the Escrow Agent to deposit with Seller Representative cannot agree on the Paying Agent Independent Expert, in either case within twenty (20) days after the Escrow AmountIndependent Expert Notice Date, pursuant either Representative Party may require, by written notice to the Paying Agent Agreementother Representative Party, for further payment to that the Equityholders Independent Expert be selected by the New York City Regional Office of the AAA in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is equal AAA’s procedures. The Parties agree that the Independent Expert will be deemed to be independent even though a Party or its Affiliates may, in the future, designate the Independent Expert to resolve disputes of the types described in this Section 1.13. The Parties acknowledge that any information provided pursuant to this Section 1.13 will be subject to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Shareconfidentiality obligations of Section 5.15. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if any. (c) Purchaser shall cause the Paying Agent to, as soon as practicable after the deposit with the Paying Agent of any amount pursuant to Section 2.8(b) (collectively, “Adjustment Consideration”), distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2.

Merger Consideration Adjustment. As finally determined pursuant to Section 2.4(c) and 2.4(d): (ai) Following if the ClosingCompany Closing Debt Amount exceeds the Company Estimated Closing Debt Amount, such excess shall be a “Negative Debt Adjustment Amount” (which shall be reflected as negative number) or if the Company Estimated Closing Debt Amount exceeds the Company Closing Debt Amount, such excess shall be a “Positive Debt Adjustment Amount”; (ii) if the Company Transaction Expenses exceed the Estimated Closing Company Transaction Expenses, such excess shall be a “Negative Expense Adjustment Amount” (which will be reflected as a negative number) or if the Estimated Closing Company Transaction Expenses exceed the Company Transaction Expenses, such excess shall be a “Positive Expense Adjustment Amount” (which will be reflected as a positive number); (iii) if the Final Company Net Working Capital is greater than the Estimated Net Working Capital by an amount in excess of the Collar Amount, the Merger Consideration amount by which Final Company Net Working Capital exceeds the Estimated Net Working Capital minus the Collar Amount (such excess shall be finally determined a “Positive NWC Adjustment Amount”) and (iv) if the Final Company Net Working Capital is less than the Estimated Net Working Capital by an amount in accordance excess of the Collar Amount, the amount by which Final Company Net Working Capital is less than the Estimated Company Net Working Capital minus the Collar Amount (such difference shall be a “Negative NWC Adjustment Amount,” which will be reflected as a negative number, and together with the adjustments Negative Debt Adjustment Amount or Positive Debt Adjustment Amount, as the case may be (if any), and procedures set forth in this Agreement. the Negative Expense Adjustment Amount or Positive Expense Adjustment Amount, as the case may be (bif any), and a Positive NWC Adjustment Amount (if any), the aggregate sum of all such amounts, the “Adjustment Amount”). To the extent there is a negative Adjustment Amount (which shall be reflected as a positive number), Parent may seek recovery for such negative Adjustment Amount against the value of the Escrowed Stock (valued based on the trading price of the Parent’s Common Stock as of the close of business on the date immediately preceding the Closing Date (the “Value”)) Within and Parent and Seller shall execute a joint instruction to the Transfer Agent to cancel and forfeit to the Company a number of shares of Escrowed Stock with a Value equal to the negative Adjustment Amount and, to the extent any Escrowed Stock remains, such remainder will be released to Seller, which shall remain subject to the terms and conditions of the Stockholder Agreement (including Section 10 therein); provided, that within five (5) Business Days after the final determination of the Final Closing Cash, Adjustment Amount pursuant to this Section 2.4 Seller shall have the Final Closing Indebtedness, the Final Transaction Expenses, the Final Working Capitaloption in its sole discretion to elect to pay, and shall pay, all or a portion of the resulting Merger Consideration pursuant negative Adjustment Amount in cash to Section 2.10, the following payments shall be made, as applicable: (i) If the Merger Consideration is greater than the Estimated Merger Consideration (such excess, the “Adjustment Excess Amount”), then: (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent the Adjustment Excess Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders Parent by wire transfer of immediately available funds and in accordance with their respective Pro Rata Share; and (B) Purchaser the payment instructions provided to Seller by Parent, in which case Parent and Seller shall execute a joint instruction to the Equityholder Representative shall jointly instruct the Escrow Transfer Agent to deposit with the Paying Agent the Escrow Amount, pursuant cancel and forfeit to the Paying Agent Agreement, for further payment to the Equityholders in accordance Company a number of shares of Escrowed Stock with their respective Pro Rata Share. (ii) If the Merger Consideration is a Value equal to the Estimated Merger Considerationamount of the portion of the negative Adjustment Amount unpaid by Seller in cash upon the expiration of such five (5) Business Day period, then Purchaser if any, and release to Seller the remaining shares of Escrowed Stock, which shall remain subject to the terms and conditions of the Stockholder Agreement (including Section 10 therein); and provided, further, that in no event shall the negative Adjustment Amount exceed the total Value of the Escrowed Stock. The Parties will utilize the value of the average of the daily average high-low trading prices of a share of the Issued Parent Common Stock measured over the thirty-five (35) trading days preceding the Closing Date in determining the number of shares of the Issued Parent Common Stock and the Equityholder Representative shall jointly instruct Cash Payment to be exchanged for the Escrow Agent Company Common Stock pursuant to deposit with Revenue Procedure 2018-12, Section 4.02.01(2). To the Paying Agent the Escrow extent there is a positive Adjustment Amount, pursuant Parent shall pay to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account Seller an amount equal to the positive Adjustment Shortfall Amount; , by wire transfer of immediately available funds and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) the payment instructions provided to Parent by Seller, provided that in no event shall the event positive Adjustment Amount exceed $4,000,000, and Parent and Seller shall execute a joint written instruction to the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Transfer Agent to release to Purchaser from the Escrow Account an amount equal Seller the Escrowed Stock, which shall remain subject to the Escrow terms and conditions of the Stockholder Agreement (including Section 10 therein). Any payment required under this Section 2.4 shall be made within five (5) Business Days of the determination of the Adjustment Amount pursuant to this Section 2.4. Buyer’s and Seller’s sole and exclusive remedy to recover any negative or positive Adjustment Amount (2as applicable) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal is limited to the remaining portion of such Adjustment Shortfall Amount, if anyprocedures set forth in this Section 2.4(e). (c) Purchaser shall cause the Paying Agent to, as soon as practicable after the deposit with the Paying Agent of any amount pursuant to Section 2.8(b) (collectively, “Adjustment Consideration”), distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2.

Merger Consideration Adjustment. (a) Following At least four (4) Business Days prior to the ClosingClosing Date, the Merger Consideration Company shall be finally determined prepare in accordance consultation with Parent and deliver to Parent a good faith calculation of (i) the adjustments estimated amount of the Closing Working Capital (the “Estimated Working Capital Amount”), (ii) the estimated Target Working Capital Amount (the “Estimated Target Working Capital Amount”), (iii) the estimated amount of Closing Indebtedness (the “Estimated Closing Indebtedness”), (iv) the estimated amount of Closing Cash (the “Estimated Closing Cash”), (v) the estimated amount of Transaction Expenses (the “Estimated Transaction Expenses”), and procedures set forth in this Agreement(vi) the estimated NOL Shortfall Amount (the “Estimated NOL Shortfall Amount”), if any, (vii) the estimated NOL Excess Amount (the “Estimated NOL Excess Amount”), if any, and its good faith calculation of the Aggregate Base Cash Amount, collectively, the (“Estimated Closing Statement”). (b) Within five (5) Business Days As soon as reasonably practicable after the final determination Closing Date, and in any event within sixty (60) days after the Closing Date, Parent shall prepare and deliver to the Stockholder Representative a statement (the “Closing Statement”) that shall set forth a calculation of (i) the Final Closing Working Capital, (ii) the Target Working Capital Amount, (iii) the Closing Indebtedness, (iv) the Closing Cash, (v) the Final Closing Indebtedness, the Final Transaction Expenses, the Final Working Capital, and the resulting Merger Consideration pursuant to Section 2.10, the following payments shall be made, as applicable: (i) If the Merger Consideration is greater than the Estimated Merger Consideration (such excess, the “Adjustment Excess Amount”), then: (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent the Adjustment Excess Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; and (B) Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is equal to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2vi) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment NOL Shortfall Amount, if any, and (vii) the NOL Excess Amount, if any. The Estimated Closing Statement and the Closing Statement shall entirely disregard any financing or refinancing arrangements entered into at any time by Parent or its Affiliates in connection with the consummation of the transactions contemplated hereby. (c) Purchaser shall cause During the Paying Agent to, as soon as practicable after thirty (30) days immediately following the deposit with Stockholder Representative’s receipt of the Paying Agent of any amount pursuant to Section 2.8(b) Closing Statement (collectively, the “Adjustment ConsiderationReview Period”), distribute the Stockholder Representative and its representatives shall be permitted to each Equityholder review Parent’s working papers and the portion working papers of such Adjustment Consideration actually payable Parent’s independent accountants, if any, relating to the preparation of the Closing Statement and the calculation of the Closing Working Capital, Target Working Capital Amount, Closing Indebtedness, Closing Cash, Transaction Expenses, NOL Shortfall Amount, if any, and NOL Excess Amount, if any (with respect to the working papers of Parent’s independent accounts, after signing a customary confidentiality and hold harmless agreement relating to such Equityholder pursuant access to Section 2.2.the working papers

Merger Consideration Adjustment. (a) Following Within ninety (90) days after the ClosingClosing Date, Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to Purchaser Representative and Seller Representative a certified statement (the “Company Closing Statement”) setting forth (a) a consolidated balance sheet of the Target Companies as of the Reference Time, prepared in good faith Principles, (b) a good faith calculation of the Company’s Closing Net Debt, as of the Reference Time and along with reasonably detailed calculations, (c) a good faith calculation of Net Working Capital, as of the Reference Time, (d) a good faith calculation of unpaid Transaction Expenses, as of the Reference Time and (e) the resulting Aggregate Merger Consideration Amount, Per Share Price and Company Merger Shares using the formula in Section 13.1. The Company Closing Statement shall be finally prepared, and the Closing Net Indebtedness, Net Working Capital, and unpaid Transaction Expenses and the resulting Aggregate Merger Consideration Amount, Per Share Price and Company Merger Shares shall be determined in accordance with the adjustments Accounting Principles and procedures set forth otherwise in accordance with this Agreement. (b) Within five (5) Business Days after the final determination After delivery of the Final Company Closing CashStatement, each of Seller Representative and Purchaser Representative (each, a “Representative Party”), and their respective Representatives on their behalves, shall be permitted reasonable access to the Final books, records, working papers, files, facilities and personnel of the Target Companies relating to the preparation of the Company Closing IndebtednessStatement. The Representative Parties, and their respective Representatives on their behalves, may make inquiries of the Final Transaction ExpensesCFO and related Purchaser and Company personnel and advisors regarding questions concerning or disagreements with the Company Closing Statement arising in the course of their review thereof, and Purchaser and the Final Working CapitalCompany shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to the Company Closing Statement, such Representative Party shall deliver to the CFO and the other Representative Party a statement setting forth its objections thereto (in reasonable detail) (an “Objection Statement”). If an Objection Statement is not delivered by a Representative Party within thirty (30) days following the date of delivery of the Company Closing Statement, then such Representative Party will have waived its right to contest the Company Closing Statement, all determinations and calculations set forth therein, and the resulting Aggregate Merger Consideration pursuant Amount set forth therein. If an Objection Statement is delivered within such thirty (30) day period, then Seller Representative and Purchaser Representative shall negotiate in good faith to Section 2.10resolve any such objections for a period of twenty (20) days thereafter. If Seller Representative and Purchaser Representative do not reach a final resolution within such twenty (20) day period, then upon the following payments shall be made, as applicable: written request of either Representative Party (i) If the Merger Consideration is greater than date of receipt of such notice by the Estimated Merger Consideration (such excessother Party, the “Adjustment Excess AmountIndependent Expert Notice Date”), then: (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent Representative Parties will refer the Adjustment Excess Amount, pursuant dispute to the Paying Agent Agreement, Independent Expert for further payment to final resolution of the Equityholders dispute in accordance with their respective Pro Rata ShareSection 2.8(c). For purposes hereof, the “Independent Expert” shall mean a mutually acceptable independent (i.e., no prior material business relationship with any party for the prior two (2) years) accounting firm appointed by Purchaser Representative and Seller Representative, which appointment will be made no later than ten (10) days after the Independent Expert Notice Date); and provided, that if the Independent Expert does not accept its appointment or if Purchaser Representative and Seller Representative cannot agree on the Independent Expert, in either case within twenty (B20) Purchaser and days after the Equityholder Independent Expert Notice Date, either Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow AmountParty may require, pursuant by written notice to the Paying Agent Agreementother Representative Party, for further payment to that the Equityholders Independent Expert be selected by the New York City Regional Office of the AAA in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is equal AAA’s procedures. The parties agree that the Independent Expert will be deemed to be independent even though a Party or its Affiliates may, in the future, designate the Independent Expert to resolve disputes of the types described in this Section 2.8. The Parties acknowledge that any information provided pursuant to this Section 1.14 will be subject to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Shareconfidentiality obligations of Section 7.13. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if any. (c) Purchaser shall cause the Paying Agent to, as soon as practicable after the deposit with the Paying Agent of any amount pursuant to Section 2.8(b) (collectively, “Adjustment Consideration”), distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2.

Merger Consideration Adjustment. (a) Following the Closing, the The Merger Consideration consideration with respect to each Warrant shall be finally determined in accordance with the adjustments and procedures set forth in this Agreement. (b) Within five (5) Business Days after the final determination of the Final Closing Cash, the Final Closing Indebtedness, the Final Transaction Expenses, the Final Working Capital, and the resulting Merger Consideration pursuant to Section 2.10, the following payments shall be made, adjusted as applicable: follows: (i) If upon the Merger Consideration is greater than achievement by the Estimated Merger Consideration Foundation Original Holder Group of the Initial Hurdle Rate (such excess, as defined below) or the “Adjustment Excess Amount”Acquisition Original Holder Group of the Initial Hurdle Rate (as defined below), then: (A) Purchaser as the case may be, each Foundation Original Holder or Acquisition Original Holder, as the case may be, shall deposit, or cause be obligated to be deposited, with promptly pay the Paying Agent the Adjustment Excess Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; and (B) Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is equal to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed Company as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent contribution to (1) release to Purchaser from the Escrow Account capital an amount equal to its Pro Rata Share (as defined below) of the Initial Adjustment Shortfall Amount; Amount (as defined below), and (2ii) deposit with upon the Paying Agent achievement by the remaining amounts Foundation Original Holder Group of the Escrow Account Final Hurdle Rate (after payment as defined below) or the Acquisition Original Holder Group of such Adjustment Shortfall Amount from the Escrow Account to PurchaserFinal Hurdle Rate (as defined below), pursuant as the case may be, each Foundation Original Holder or Acquisition Original Holder, as the case may be, shall be obligated to promptly pay to the Paying Agent Agreement, for further payment Company as a contribution to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account capital an amount equal to its Pro Rata Share of the Escrow Final Adjustment Amount (as defined below). In the case of Acquisition Holder Group, the obligations of Acquisition Holder and (2) its Permitted Transferees to make the Equityholdersforegoing capital contributions shall be the obligation of Acquisition Holder on behalf of itself and any such transferee, severally the payment of which shall be guaranteed by Vestar Capital Partners IV, L.P. In the case of the Foundation Holder Group, the obligations of the Foundation Holder and not jointlyits Permitted Transferees to make the foregoing capital contributions shall be the obligation of the Foundation Holder on behalf of itself and any such transferee. To the extent an Original Holder receives freely tradeable marketable securities in the achievement of its respective Initial Hurdle Rate or Final Hurdle Rate, shall payas the case may be, or cause such Original Holder may satisfy its respective obligations to be paid, the Company by delivering to Purchaser the Company an amount of such freely tradeable marketable securities having a Fair Market Value (which is the same Fair Market Value that was determined in calculating the achievement of the Initial Hurdle Rate or the Final Hurdle Rate, as the case may be) equal to the remaining portion of such Adjustment Shortfall Amount, if any. (c) Purchaser shall cause the Paying Agent to, as soon as practicable after the deposit with the Paying Agent of any amount pursuant to Section 2.8(b) (collectively, “Adjustment Consideration”), distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2.Initial

Merger Consideration Adjustment. (a) Following Within ninety (90) days after the ClosingClosing Date, Purchaser shall deliver to Seller Representative a statement (the “Closing Statement”) certified by Purchaser’s Chief Financial Officer (the “CFO”) setting forth (i) a balance sheet of the Company as of the Reference Time and (ii) a good faith calculation of the Closing Net Debt, Net Working Capital and Transaction Expenses and each component thereof, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.8. The Closing Statement shall be finally prepared, and the Closing Net Debt, Net Working Capital, and Transaction Expenses and the resulting Merger Consideration and Merger Consideration Shares shall be determined in accordance with the adjustments Accounting Principles and procedures set forth otherwise in accordance with this Agreement. (b) Within five (5) Business Days after the final determination After delivery of the Final Closing CashStatement, each of the Seller Representative and the Purchaser, and their respective Representatives on their behalves, shall be permitted reasonable access to the books, records, working papers, files, facilities and personnel of the Surviving Corporation and the Purchaser relating to the preparation of the Closing Statement. The Seller Representative and the Purchaser, and their respective Representatives on their behalves, may make inquiries of the CFO and related Purchaser and Surviving Corporation personnel and advisors regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and Purchaser and the Surviving Corporation shall provide reasonable cooperation in connection therewith. If the Seller Representative has any objections to the Closing Statement, the Final Seller Representative shall deliver to the Purchaser a statement setting forth its objections thereto (in reasonable detail) (an “Objection Statement”). If an Objection Statement is not delivered by the Seller Representative within thirty (30) days following the date of delivery of the Closing IndebtednessStatement, then the Final Transaction ExpensesSeller Representative will have waived its right to contest the Closing Statement, the Final Working Capitalall determinations and calculations set forth therein, and the resulting Merger Consideration pursuant set forth therein. If an Objection Statement is delivered within such thirty (30) day period, then the Seller Representative and the Purchaser shall negotiate in good faith to Section 2.10, the following payments shall be made, as applicable: resolve any such objections for a period of twenty (i20) days thereafter. If the Merger Consideration is greater than Seller Representative and the Estimated Merger Consideration Purchaser do not reach a final resolution within such twenty (20) day period, then upon the written request of either the Purchaser or the Seller Representative (the date of receipt of such excessnotice by the other Party, the “Adjustment Excess AmountIndependent Expert Notice Date”), then: (A) the Purchaser shall deposit, or cause to be deposited, with and the Paying Agent Seller Representative will mutually engage and refer the Adjustment Excess Amount, pursuant dispute to the Paying Agent Agreement, Independent Expert for further payment to final resolution of the Equityholders dispute in accordance with their respective Pro Rata Share; and Section 1.13(c). For purposes hereof, the “Independent Expert” shall mean a mutually acceptable independent (Bi.e., no prior material business relationship with any party for the prior two (2) years) accounting firm appointed by the Purchaser and the Equityholder Seller Representative, which appointment will be made no later than ten (10) days after the Independent Expert Notice Date); provided, that if the Independent Expert does not accept its appointment or if the Purchaser and the Seller Representative shall jointly instruct cannot agree on the Escrow Agent to deposit with Independent Expert, in either case within twenty (20) days after the Paying Agent Independent Expert Notice Date, either the Escrow AmountPurchaser or the Seller Representative may require, pursuant by written notice to the Paying Agent Agreementother party, for further payment to that the Equityholders Independent Expert be selected by the New York City Regional Office of the AAA in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is equal AAA’s procedures. The parties agree that the Independent Expert will be deemed to be independent even though a Party or its Affiliates may, in the future, designate the Independent Expert to resolve disputes of the types described in this Section 1.13. The Parties acknowledge that any information provided pursuant to this Section 1.13 will be subject to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Shareconfidentiality obligations of Section 5.12. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if any. (c) Purchaser shall cause the Paying Agent to, as soon as practicable after the deposit with the Paying Agent of any amount pursuant to Section 2.8(b) (collectively, “Adjustment Consideration”), distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2.

Merger Consideration Adjustment. (a) Following No later than five (5) business days before the ClosingClosing Date, the Merger Consideration shall be finally determined Target will prepare and deliver to the Parent a certificate signed by an officer of the Target setting forth the Target’s good faith determination of the estimated draft balance sheet (the “Estimated Closing Date Balance Sheet”) for the Target as of immediately prior to the Effective Time, which Estimated Closing Date Balance Sheet will also include the Company’s good faith determination of the estimated Net Cash (the “Estimated Net Cash”) for the Target as of immediately prior to the Effective Time. The Target will prepare the Estimated Draft Closing Date Balance Sheet in accordance with the adjustments Accounting Principles. The Estimated Draft Closing Date Balance Sheet will be subject to the review and procedures set forth in this Agreementapproval of the Parent prior to the Closing, and such approval will not be unreasonably withheld. (b) Within five (5) Business Days after 60 days following the final determination Closing Date, the Parent will prepare and deliver to the Shareholders’ Representative a certificate signed by an officer of the Final Parent setting forth a draft balance sheet (the “Draft Closing Date Balance Sheet”) for the Target as of immediately prior to the Effective Time, which will also include the actual Net Cash as of immediately prior to the Effective Time (the “Actual Net Cash, the Final Closing Indebtedness, the Final Transaction Expenses, the Final Working Capital, ”) and the resulting Merger Consideration pursuant adjustments, if any, required to Section 2.10, the following payments shall be made, as applicable: (i) If made to the Merger Consideration is greater than Consideration. The Parent will prepare the Estimated Merger Consideration (such excess, the “Adjustment Excess Amount”), then: (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent the Adjustment Excess Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders Draft Closing Date Balance Sheet in accordance with their respective Pro Rata Share; and (B) Purchaser and the Equityholder Representative shall jointly instruct Accounting Principles, but also using the Escrow Agent to deposit with same balance sheet line items by which the Paying Agent Target determined the Escrow Amount, pursuant Estimated Closing Date Balance Sheet. The Parent will make available to the Paying Agent Agreement, for further payment Shareholders’ Representative and its accountant the work papers and back-up materials used in preparing the Draft Closing Date Balance Sheet to the Equityholders extent reasonably requested by the Shareholders’ Representative during the objection and dispute resolutions periods described in accordance with their respective Pro Rata Share. (iiSection 2.7(c) If the Merger Consideration is equal to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent of this Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if any. (c) Purchaser shall cause If the Paying Agent toShareholders’ Representative believes that any item on the Draft Closing Date Balance Sheet, as soon as practicable after including the deposit Actual Net Cash and the adjustments, if any, required to be made to the Merger Consideration, was not calculated correctly or determined in accordance with the Paying Agent of Accounting Principles, then the Shareholders’ Representative must deliver a detailed statement (an “Objection Notice”) within 30 days after receiving the Draft Closing Date Balance Sheet setting forth in reasonable detail (i) any amount pursuant to Section 2.8(b) (collectively, “Adjustment Consideration”), distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2.item on the

Merger Consideration Adjustment. 2.10.1 No later than two (a2) Following Business Days prior to the ClosingClosing Date, the Company shall prepare and deliver to Buyer (i) a balance sheet of the Company, prepared in accordance with GAAP, as of the Closing Date (the “Closing Balance Sheet”), and (ii) an estimate of the Working Capital (the “Estimated Closing Date Working Capital”) of the Company as of the Closing Date. 2.10.2 Within forty-five (45) days after the Closing Date, Buyer shall cause Buyer Accountant at its sole cost and expense to (i) review and/or conduct certain procedures upon the components of the Estimated Closing Date Working Capital and prepare detailed statements (the “Working Capital Statement”) of its calculation of the actual Working Capital of the Company as of the Closing Date (“Actual Closing Working Capital”), which shall be appropriately adjusted for any audit adjustments for the year ended December 31, 2010 and (ii) deliver the Working Capital Statement to the Stockholder Representative on behalf of the Stockholders. The Stockholder Representative shall have a thirty (30) day period to review the Working Capital Statement following receipt thereof and during such period Buyer shall cause the Buyer Accountant to share its work papers with the Stockholder Representative or its professional advisers and to make itself reasonably available to the Stockholder Representative and its professional advisers. If the Buyer’s Accountant fails to deliver the Working Capital Statement within the allotted time period, the Stockholder Representative shall give notice thereof to the Buyer, and the Buyer shall have ten (10) days from receipt of such notice to deliver the Working Capital Statement to the Stockholder Representative. If Buyer does not deliver the Working Capital Statement within such ten (10) day period, Buyer shall be deemed to have agreed to the calculations in the Estimated Closing Date Working Capital. 2.10.3 If the Stockholder Representative disputes the Actual Closing Working Capital stated in the Working Capital Statement, it shall deliver a notice to Buyer no later than thirty (30) days after their receipt of the Working Capital Statement (the “Calculation Dispute Notice”). The Stockholder Representative shall set forth in reasonable detail in the Calculation Dispute Notice the basis for their disagreement with the calculations of the Actual Closing Working Capital. If the Stockholder Representative fails to deliver the Calculation Dispute Notice within the allotted time period, the Stockholder Representative, on behalf of the Stockholders, shall be deemed to have agreed to the calculations of the Actual Closing Working Capital prepared by Buyer Accountant, which calculations shall be final, conclusive and binding upon the parties. 2.10.4 If the Stockholder Representative, on behalf of the Stockholders, disputes the Actual Closing Working Capital as determined by the Buyer Accountant within the allotted time period, the parties in good faith will attempt to jointly resolve any dispute during the thirty day period following the delivery of the Calculation Dispute Notice. If Buyer and the Stockholder Representative can resolve their dispute and agree upon the Actual Closing Working Capital balance of the Company, they shall memorialize their agreement in writing and such mutually agreed upon figure(s) shall be final, conclusive and binding upon all of the parties. 2.10.5 If Buyer and the Stockholder Representative cannot resolve the dispute to their mutual satisfaction, Buyer and the Stockholder Representative shall engage the Independent Accountants to determine the Actual Closing Working Capital balance of the Company as of the Closing Date. The costs and expenses of the Independent Accountants shall be borne fifty percent (50%) by Buyer and fifty percent (50%) by the Stockholder Representative. To the extent that the Independent Accountants desire the parties to this Agreement to meet in person, the parties shall choose a mutually acceptable location for such meeting. Each of Buyer and the Stockholder Representative shall cause their accounting professional advisers to provide the Independent Accountants such of their respective work papers as may be requested by the Independent Accountants. The Independent Accountants shall be requested to complete their engagement within forty-five (45) days of being retained by Buyer and the Stockholder Representative. The determination of the Independent Accountants shall be final, conclusive and binding upon the parties. 2.10.6 The final determination of the Actual Closing Working Capital of the Company as of the Closing Date pursuant to this Section 2.10 shall be referred to herein as the “Final Closing Working Capital.” The extent, if any, to which the Final Closing Working Capital is less than the Estimated Closing Date Working Capital shall be referred to herein as a “Negative Working Capital Balance.” 2.10.7 The Merger Consideration shall be reduced to the extent of the Negative Working Capital Balance, with the reduction in a proportionate amount of Cash Consideration and Buyer Common Shares, where such proportion of Cash Consideration to Buyer Common Shares is equal to the proportion of the number of shares of Company Common Stock held by the Stockholders to the number of shares of Company Preferred Stock held by the Stockholders as set forth on the Merger Consideration Calculation Statement delivered pursuant to Schedule 2.6.7. The number of Buyer Common Shares will be based on the Closing Price. Any such decrease in the Merger Consideration shall be finally determined in accordance with reimbursed by the adjustments and procedures set forth in this Agreement. (b) Within Stockholders, through the Stockholder Representative, to the Buyer from the Escrow Amount within five (5) Business Days after the final determination of the Final Closing Cash, the Final Closing Indebtedness, the Final Transaction Expenses, the Final Working Capital, and the resulting Merger Consideration pursuant to Section 2.10, the following payments shall be made, as applicable: (i) If the Merger Consideration is greater than the Estimated Merger Consideration (such excess, the “Adjustment Excess Amount”), then: (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent the Adjustment Excess Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; and (B) Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is equal to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if any. (c) Purchaser shall cause the Paying Agent to, as soon as practicable after the deposit with the Paying Agent of any amount pursuant to Section 2.8(b) (collectively, “Adjustment Consideration”), distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2.

Merger Consideration Adjustment. (a) Following Within ninety (90) days after the ClosingClosing Date, Parent’s Chief Financial Officer (the “CFO”) shall deliver to Parent Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Company as of the Reference Time and (ii) a good faith calculation of the Closing Net Indebtedness as of the Reference Time, and the resulting Merger Consideration using the formula in Section 2.1. The Closing Statement shall be prepared, and the Closing Net Indebtedness and the resulting Merger Consideration and Closing Merger Consideration shall be finally determined in accordance with the adjustments IFRS and procedures set forth otherwise in accordance with this Agreement. (b) Within five (5) Business Days after the final determination After delivery of the Final Closing CashStatement, each of the Final Seller Representative and Parent Representative, and their respective Representatives on their behalves, shall be permitted reasonable access to the books, records, working papers, files, facilities and personnel of the Company relating to the preparation of the Closing IndebtednessStatement. The Seller Representative and Parent Representative, and their respective Representatives on their behalves, may make inquiries of the Final Transaction ExpensesCFO and related Parent and the Company personnel and advisors regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and Parent and the Final Working CapitalCompany shall provide reasonable cooperation in connection therewith. If either the Seller Representative or Parent Representative (each, a “Representative Party”) has any objections to the Closing Statement, such Representative Party shall deliver to the CFO and the other Representative Party a statement setting forth its objections thereto (in reasonable detail) (an “Objection Statement”). If an Objection Statement is not delivered by a Representative Party within thirty (30) days following the date of delivery of the Closing Statement, then such Representative Party will have waived its right to contest the Closing Statement, all determinations and calculations set forth therein, and the resulting Merger Consideration pursuant and Closing Merger Consideration set forth therein. If an Objection Statement is delivered within such thirty (30) day period, then the Seller Representative and Parent Representative shall negotiate in good faith to Section 2.10, the following payments shall be made, as applicable: resolve any such objections for a period of twenty (i20) days thereafter. If the Merger Consideration is greater than Seller Representative and Parent Representative do not reach a final resolution within such twenty (20) day period, then upon the Estimated Merger Consideration written request of either Representative Party (the date of receipt of such excessnotice by the other Parties, the “Adjustment Excess AmountIndependent Expert Notice Date”), then: (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent Representative Parties will refer the Adjustment Excess Amount, pursuant dispute to the Paying Agent Agreement, Independent Expert for further payment to final resolution of the Equityholders dispute in accordance with their respective Pro Rata Share; and Section 2.7(c). For purposes of this Agreement, the “Independent Expert” shall mean a mutually acceptable independent (Bi.e., no prior material business relationship with any party for the prior two (2) Purchaser years) accounting firm appointed by Parent Representative and the Equityholder Seller Representative, which appointment will be made no later than ten (10) days after the Independent Expert Notice Date); provided, that if the Independent Expert does not accept its appointment or if Parent Representative shall jointly instruct and the Escrow Agent to deposit with Seller Representative cannot agree on the Paying Agent Independent Expert, in either case within twenty (20) days after the Escrow AmountIndependent Expert Notice Date, pursuant either Representative Party may require, by written notice to the Paying Agent Agreementother Representative Party, for further payment to that the Equityholders Independent Expert be selected by the New York City Regional Office of the American Arbitration Association (the “AAA”) in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is equal AAA’s procedures. The parties agree that the Independent Expert will be deemed to the Estimated Merger Considerationbe independent even though a Party or its Affiliates may, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event future, designate the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent Independent Expert to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts resolve disputes of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders types described in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount this Section 2.7 and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if anySection 2.8. (c) Purchaser shall cause the Paying Agent to, as soon as practicable after the deposit with the Paying Agent of any amount pursuant to Section 2.8(b) (collectively, “Adjustment Consideration”), distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2.

Merger Consideration Adjustment. (a) Following No later than ninety (90) days after the ClosingClosing Date, the Merger Consideration Parent shall prepare and deliver to and the Stockholders’ Representative a “closing statement” (when finalized pursuant to this Article 3.4, the “Closing Statement”), setting forth, among others, (i) the Net Working Capital; (ii) a consolidated balance sheet of the Company and its Subsidiaries as of the Reference Time; and (iii) the Closing Indebtedness. The Closing Statement shall be finally prepared in accordance with U.S. GAAP and prepared consistently with the audited December 31, 2018 financial statements of the Company. The Closing Statement shall be prepared, and the Closing Indebtedness and Net Working Capital shall be determined in accordance with the adjustments U.S. GAAP and procedures set forth otherwise in accordance with this Agreement. (b) Within five The Stockholders’ Representative shall review the Closing Statement promptly after the delivery of the same by the Parent. The Parent shall, upon reasonable request, provide the Stockholders’ Representative with applicable work papers used in the preparation of the Closing Statement. If the Stockholders’ Representative does not agree with the content of the Closing Statement, the Stockholders’ Representative shall raise objection by delivering a written statement of objection (5the “Notice of Objection”) to the Stockholder within twenty (20) Business Days after the final receipt of the Closing Statement from the Parent, specifying in reasonable detail the item(s) which are disputed, the basis of such disputes and the changes the Stockholders’ Representative considers necessary. The Closing Statement shall become binding and conclusive on the Parties for the purpose of the determination of the Applicable Per Share Merger Consideration if the Stockholders’ Representative does not deliver a Notice of Objection to the Company pursuant to and in accordance with this paragraph. (c) If the Stockholders’ Representative delivers a Notice of Objection in accordance with paragraph (b) above, then the Parties shall first try to resolve the objected items through mutual consultation. If any objected items cannot be resolved through mutual consultation within ten (10) Business Days from the date of the Notice of Objection, such dispute shall be submitted to Xxxxxx LLP or such other firm mutually acceptable to the Stockholders’ Representative and the Parent (the “Independent Accountant”) for final determination; provided, that if the Independent Accountant does not accept its appointment and/or if the Stockholders’ Representative and the Parent cannot agree on the Independent Accountant, in either case within ten (10) Business Days after the date on which the dispute is submitted to the Independent Accountant in accordance with this Article 3.4(c), then either the Stockholders’ Representative or the Parent may require, by written notice to the other, that the Independent Accountant be selected by the New York City Regional Office of the American Arbitration Association (the “AAA”) in accordance with the AAA’s procedures. The Independent Accountant shall be an independent (i.e., no prior material business relationship with any party for the prior two (2) years) accounting firm. The parties agree that the Independent Accountant will be deemed to be independent even though a party or its Affiliates may, in the future, designate the Independent Accountant to resolve disputes of the types described in this Article 3.4. (d) If any items in dispute are submitted to the Independent Accountant for final determination, (i) each of the Stockholders’ Representative and the Parent shall furnish to the Independent Accountant such work papers and other documents and information relating to the disputed items as the Independent Accountant may request and are available to that Party, and shall be afforded the opportunity to present to the Independent Accountant any material relating to the determination and to discuss the determination with the Independent Accountant; (ii) the Independent Accountant shall be directed to, within twenty (20) Business Days after submission of the issues, deliver a notice to each of the Stockholders’ Representative and the Parent, setting out its adjustment or revision of the Closing Statement, and/or the resolution of all issues in dispute; (iii) the Closing Statement as adjusted or otherwise revised and finally determined by the Independent Accountant, as set forth in its notice delivered to each of the Stockholders’ Representative and the Parent, shall be binding and conclusive on the Parties; and (iv) the costs of the Independent Accountant shall be paid by the Parent (on one hand) and the Stockholders (on the other hand) in the same proportion that the aggregate disputed amount so submitted to the Independent Accountant that is unsuccessfully disputed by each such party as finally determined by the Independent Accountant bears to the total disputed amount. (e) Upon finalization of the Closing Statement, the parties shall calculate an “Adjustment Amount,” which shall equal (A + B’) – (A’ + B), where A = the Final Closing CashNet Working Capital, A’ = the Target Net Working Capital, B = the Final Closing Indebtedness, and B’ = the Final Transaction ExpensesTarget Closing Indebtedness. If the Adjustment Amount is a positive number, it shall be disregarded. If the Adjustment Amount is a negative number, the Final Working Capital, and the resulting Merger Consideration pursuant to Section 2.10, the following payments shall be made, as applicable: (i) If the Merger Consideration is greater than the Estimated Merger Consideration (such excess, the “Adjustment Excess Amount”), then: (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent the Adjustment Excess Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; and (B) Purchaser and the Equityholder Stockholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is equal to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct direct the Escrow Agent to release to Purchaser from Escrow for cancellation by the Parent a number of Escrow Account an amount Shares equal to the Escrow Adjustment Amount multiplied by (-1), and (2) divided by the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if anyDeemed Value. (cf) Each of the Purchaser and the Stockholder Representative shall cause bear the Paying Agent tofees, as soon as practicable after the deposit with the Paying Agent costs and expenses of any amount pursuant to Section 2.8(b) (collectively, “Adjustment Consideration”), distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2its own accountants.

Merger Consideration Adjustment. (a) Following the Closing, The Merger Consideration may be increased or reduced as set forth in this Section 2.7. Any increase or decrease in the Merger Consideration pursuant to this Section 2.7 shall be referred to as a “Merger Consideration Adjustment”. Any payments made in respect of any Merger Consideration Adjustment pursuant to this Section 2.7 shall be treated as an adjustment to the Merger Consideration for all Tax purposes unless otherwise required by any applicable Law. (b) As soon as reasonably practicable following the Closing Date, and in any event within ninety (90) days of the Closing Date, Parent shall prepare and deliver to the Stockholder Representative (A) an unaudited consolidated balance sheet of the Company and its Subsidiaries (the “Final Closing Balance Sheet”), and (B) a statement (the “Closing Statement”) setting forth Parent’s good faith calculations of (with reasonable supporting detail): (x) the aggregate amount of all Indebtedness of the Company as of immediately prior to the Closing on the Closing Date (“Closing Date Indebtedness”) and, (y) the aggregate Cash of the Company as of immediately prior to the Closing on the Closing Date (“Closing Date Cash”), in each case, calculated in accordance with the definitions set forth in this Agreement. The Final Closing Balance Sheet shall be prepared using the Accounting Principles. From the Closing Date through the final determination and delivery of the Merger Consideration pursuant to this Section 2.7, Parent shall provide the Stockholder Representative and its representatives reasonable access (during normal business hours and upon reasonable advance notice and at the sole cost and expense of the Stockholder Representative) to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors of the Company and its Subsidiaries relating to the preparation of the Final Closing Balance Sheet and shall cause the personnel of the Company and its Subsidiaries to reasonably cooperate with the Stockholder Representative in connection with its review of the Final Closing Balance Sheet; provided, however, that Parent shall not be required to provide any information the disclosure of which would violate applicable Law (including competition or antitrust Law) or that would, based on the advice of counsel, result in the waiver of attorney client privilege. If Parent does not provide information pursuant to the proviso of the preceding sentence, Parent will provide notice to the Stockholder Representative that such information is being withheld and Parent will use its reasonable best efforts to communicate, to the extent feasible, the applicable information in a way that will not violate the applicable privilege or applicable Law. (c) If the Stockholder Representative disagrees with the calculations of Closing Date Indebtedness and/or Closing Date Cash set forth in the Closing Statement, it shall notify Parent of such disagreement in writing (a “Disagreement Notice”), setting forth in reasonable detail the particulars of such disagreement within thirty (30) days after its receipt of the Closing Balance Sheet and the Closing Statement. If the Stockholder Representative does not provide a notice of disagreement within such thirty (30)-day period, the Stockholder Representative and Parent shall be deemed to have agreed to the Closing Balance Sheet and the calculations of Closing Date Indebtedness and Closing Date Cash set forth in the Closing Statement, which shall be final, binding and conclusive for all purposes hereunder. If any Disagreement Notice is timely provided, Parent and the Stockholder Representative shall use commercially reasonable efforts for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculations of Closing Date Indebtedness or Closing Date Cash. If, at the end of such period, they are unable to resolve such disagreements, then any such remaining disagreements shall be resolved by Xxxxx Xxxxxxxx LLP or such other independent accounting or financial consulting firm of recognized national standing as may be mutually selected by Parent and the Stockholder Representative (such firm, subject to the following proviso, the “Accounting Referee”). Each of Parent and the Stockholder Representative shall promptly provide their respective assertions regarding Closing Date Indebtedness and Closing Date Cash and, to the extent relevant thereto, the Final Closing Balance Sheet in writing to the Accounting Referee and to each other; provided, that no Party shall disclose to the Accounting Referee any settlement discussions (or the contents thereof) between the Parties without the prior consent of the other Party. The Accounting Referee shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the Parties agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Accounting Referee). The Accounting Referee shall base its determination solely on (i) the written submissions of the Parties and shall not conduct an independent investigation and (ii) the extent (if any) to which Closing Date Indebtedness or Closing Date Cash require adjustment (only with respect to the remaining disagreements submitted to the Accounting Referee) in order to be determined in accordance with Section 2.7 (including the definitions of the defined terms used in Section 2.7), and the Parties shall instruct the Accounting Referee to make all determinations in accordance with the definitions set forth in this Agreement. The Accounting Referee may not assign a value greater than the greatest value for a disputed item claimed by either Party or smaller than the smallest value for such item claimed by either Party. The determination of the Accounting Referee shall be final, conclusive and binding on the Parties. The date on which Closing Date Indebtedness and Closing Date Cash are finally determined in accordance with this Section 2.7(c) is hereinafter referred to as the adjustments “Determination Date.” All fees and procedures expenses of the Accounting Referee relating to the work, if any, to be performed by the Accounting Referee hereunder shall be borne pro rata as between Parent, on the one hand, and the Stockholder Representative, on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Parent and the Stockholder Representative (as set forth in this Agreement. (bthe written submissions to the Accounting Referee) Within five (5) Business Days after made by the final determination Accounting Referee such that the Party prevailing on the greater dollar value of such disputes pays the lesser proportion of the Final fees and expenses. For example, if the Stockholder Representative challenges items underlying the calculations of Closing Cash, Date Indebtedness and Closing Date Cash in the Final Closing Indebtedness, the Final Transaction Expenses, the Final Working Capitalnet amount of $1,000,000, and the resulting Merger Consideration pursuant to Section 2.10Accounting Referee determines that Parent has a valid claim for $400,000 of the $1,000,000, Parent shall bear sixty percent (60%) of the following payments shall be made, as applicable: (i) If fees and expenses of the Merger Consideration is greater than the Estimated Merger Consideration (such excess, the “Adjustment Excess Amount”), then: (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent the Adjustment Excess Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; and (B) Purchaser Accounting Referee and the Equityholder Stockholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is equal to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent bear the remaining amounts forty percent (40%) of the Escrow Account (after payment fees and expenses of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if anyAccounting Referee. (c) Purchaser shall cause the Paying Agent to, as soon as practicable after the deposit with the Paying Agent of any amount pursuant to Section 2.8(b) (collectively, “Adjustment Consideration”), distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2.

Merger Consideration Adjustment. (a) Following the Closing, the Merger Consideration shall be finally determined in accordance with the adjustments and procedures set forth in this Agreement. (b) Within At least five (5) Business Days after prior to the final determination of the Final Closing CashDate, the Final Closing Indebtedness, the Final Transaction Expenses, the Final Working Capital, and the resulting Merger Consideration pursuant Company shall deliver to Section 2.10, the following payments shall be made, as applicableParent: (i) If the Merger Consideration is greater than the Estimated Merger Consideration A statement (such excess, the “Adjustment Excess Estimated Closing Statement”), together with reasonable supporting documentation, that shall set forth a calculation of (A) the estimated amount of the Closing Working Capital (the “Estimated Working Capital Amount”), then: (AB) Purchaser shall depositthe estimated amount of the Closing Working Capital Adjustment based on the Estimated Working Capital Amount (the “Estimated Working Capital Adjustment”), or cause to be deposited(C) the estimated amount of Closing Indebtedness (the “Estimated Closing Indebtedness”), with (D) the Paying Agent estimated amount of Closing Cash (the Adjustment Excess Amount“Estimated Closing Cash”) and (E) the estimated amount of Transaction Expenses (the “Estimated Transaction Expenses”), pursuant to and its calculation of the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata ShareAggregate Estimated Cash Consideration; and (B) Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is equal to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. A schedule (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall AmountPayment Schedule”), then Purchaser and the Equityholder Representative shall: ) setting forth (A) in the event portion of the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to Aggregate Estimated Cash Consideration that (1) release is payable to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; each Class A Unitholder, and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account is payable to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Shareeach Class B Unitholder; or (B) an illustration of the allocation of the Released Holdback Amount and the Member Representative Holdback Amount to each of the Members referenced in the event preceding clause (A) assuming that the Adjustment Shortfall Amount Aggregate Final Cash Consideration is finally determined to be equal to or greater than the Escrow Amount, Aggregate Estimated Cash Consideration and no amounts are payable from the Indemnity Holdback Amount under Article VIII; and (C) the number of (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount Class A Units held by each Class A Unitholder, and (2) the Equityholders, severally number of Class B Units held by each Class B Unitholder. Parent shall be entitled to rely on the Payment Schedule and shall not jointly, shall pay, be liable to any Class A Unitholder or cause Class B Unitholder for the accuracy of any payments to be paidmade to such persons in accordance therewith. (b) Promptly following the Company’s delivery of the Estimated Closing Statement and the Payment Schedule to Parent, the Company shall, upon reasonable prior notice from Parent and subject to Purchaser an amount equal execution of customary work paper access letters if requested by auditors of the Company (i) provide Parent and its Representatives, in connection with Parent’s review of the Estimated Closing Statement and the Payment Schedule, with reasonable access during normal business hours to the remaining portion facilities, books and records and (subject to execution of a customary access letter) work papers of the Company that are reasonably related to the preparation or assessment of the Estimated Closing Statement and the Payment Schedule, as applicable, and (ii) cooperate with and assist Parent and its Representatives in connection with the review of such Adjustment Shortfall Amountmaterials, if anyincluding by making available its employees, accountants and other personnel to the extent reasonably requested. (c) Purchaser If Parent notifies the Company in writing of an objection to the (i) Estimated Closing Statement or any of the amounts included in the calculation of the Aggregate Estimated Cash Consideration (including, for the avoidance of doubt, any of the Estimated Working Capital Amount, Estimated Working Capital Adjustment, Estimated Closing Indebtedness, Estimated Closing Cash or Estimated Transaction Expenses) set forth therein and/or (ii) the Payment Schedule (which written notice shall include the specific items in the Estimated Closing Statement and/or Payment Schedule that are in dispute and the nature and amount of any disagreement so identified) prior to the second (2nd) Business Day immediately prior to the Closing Date, then Parent and the Company shall discuss and consider in good faith revisions to the Estimated Closing Statement and/or Payment Schedule to resolve such objection and the Company shall update and redeliver the Estimated Closing Statement and/or the Payment Schedule to reflect agreement, if any, resulting from such discussions and consideration not later than the Business Day immediately prior to the Closing Date. If Parent has validly provided notice of an objection to the Estimated Closing Statement and/or the Payment Schedule pursuant to this Section 2.3(c) and Parent and the Company fail to mutually agree upon revisions to the Estimated Closing Statement and/or the Payment Schedule on or prior to the Business Day immediately prior to the Closing Date, then: (A) none of Parent, the Company or the Member Representative shall delay the Closing because of such failure and (B) the amounts set forth in the Estimated Closing Statement shall be the amounts used in the determination of the Aggregate Estimated Cash Consideration regardless of such objection. The agreement of the parties to revisions to the Estimated Closing Statement and/or the Payment Schedule or the failure of the parties to agree to such revisions shall not constitute a waiver or limitation of the rights or obligations of any party hereto pursuant to the remainder of this Section 2.3. (d) As soon as reasonably practicable after the Closing Date, and in any event within sixty (60) days after the Closing Date, (A) Parent shall prepare and deliver to the Member Representative a statement (the “Closing Statement”) that shall set forth a calculation of (i) the Closing Working Capital, (ii) the Closing Working Capital Adjustment, (iii) the Closing Indebtedness, (iv) the Closing Cash and (v) the Transaction Expenses. The Estimated Closing Statement and the Closing Statement shall disregard any financing or refinancing arrangements entered into at any time by Parent or its Affiliates in connection with the consummation of the transactions contemplated hereby and any purchase accounting adjustment arising from the consummation of the transactions contemplated hereby. (e) During the thirty (30) days immediately following the Member Representative’s receipt of the Closing Statement (the “Adjustment Review Period”), the Member Representative and its Representatives shall be permitted to review the Company’s and its Subsidiaries’ working papers and the working papers of the Company’s independent accountants, if any, relating to the preparation of the Closing Statement and the calculation of the Closing Working Capital, Closing Working Capital Adjustment, Closing Indebtedness, Closing Cash and Transaction Expenses, as well as the relevant books and records of the Company and its Subsidiaries and Parent shall, and shall cause the Paying Agent Surviving Company and its Representatives to, as soon as practicable after assist the deposit Member Representative and its Representatives in their review of the Closing Statement and cooperate fully with respect thereto. The Member Representative shall notify Parent in writing (the Paying Agent “Notice of Adjustment Disagreement”) on or prior to the last day of the Adjustment Review Period if the Member Representative disagrees with any amount pursuant portion of the Closing Statement. The Notice of Adjustment Disagreement shall set forth in reasonable detail the basis for such disagreement, the amounts involved and the Member Representative’s adjustments to Section 2.8(bthe Closing Statement with reasonably detailed supporting documentation. If no Notice of Adjustment Disagreement is received by Parent on or prior to the expiration date of the Adjustment Review Period, then the Closing Statement and all amounts set forth therein shall be deemed to have been accepted by the Member Representative and shall become final and binding upon the parties hereto. During the fifteen (15) days immediately following the delivery of a Notice of Adjustment Disagreement (collectively, the “Adjustment ConsiderationResolution Period”), distribute the Member Representative and Parent shall seek in good faith to resolve any disagreement that they may have with respect to the matters specified in the Notice of Adjustment Disagreement. Any items agreed to by the Member Representative and Parent in writing, together with any items not disputed or objected to by the Member Representative in the Notice of Adjustment Disagreement, are collectively referred to herein as the “Resolved Matters.” If, at the end of the Adjustment Resolution Period, the parties have been unable to resolve any differences they may have with respect to the matters specified in the Notice of Adjustment Disagreement, then either the Member Representative or Parent may refer all matters that remain in dispute with respect to the Notice of Adjustment Disagreement (the “Unresolved Matters”) to Pricewaterhouse Coopers LLP (the “Independent Accountant”). In the event that Pricewaterhouse Coopers LLP refuses or is otherwise unable to act as the Independent Accountant, the Independent Accountant shall be KPMG LLP. In the event KPMG LLP refuses or is otherwise unable to act as the Independent Accountant, the Member Representative and Parent shall cooperate in good faith to appoint an independent certified public accounting firm in the United States mutually agreeable to the Member Representative and Parent, in which event “Independent Accountant” shall mean such firm. Within thirty (30) days after the submission of such matters to the Independent Accountant, the Independent Accountant, acting as an expert and not as an arbitrator, will make a final determination, binding on the parties hereto, of the appropriate amount of each of the Unresolved Matters. With respect to each Equityholder Unresolved Matter, such determination, if not in accordance with the portion position of either the Member Representative or Parent, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the Member Representative in the Notice of Adjustment Disagreement or Parent in the Closing Statement with respect to such Unresolved Matter. For the avoidance of doubt, the Independent Accountant shall not review any line items or make any determination with respect to any matter other than the Unresolved Matters. During the review by the Independent Accountant, Parent and the Company shall each make available to the Independent Accountant such individuals and such information, books, records and work papers, as may be reasonably required by the Independent Accountant to fulfill its obligations under this Section 2.3(e); provided, however, that the independent accountants of Parent or the Company shall not be obligated to make any working papers available to the Independent Accountant unless and until the Independent Accountant has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants. The costs of the Independent Accountant shall be allocated between the Member Representative (on behalf of the Members) and Parent based upon the percentage of the aggregate contested amount submitted to the Independent Accountant that is ultimately awarded to Parent on the one hand or the Member Representative (on behalf of the Members), such that Parent bears a percentage of such Adjustment Consideration actually payable costs equal to the percentage of the contested amount awarded to the Member Representative and the Member Representative bears a percentage of such Equityholder pursuant costs equal to Section 2.2the percentage of the contested amount awarded to Parent.

Merger Consideration Adjustment. (a) Following Within ninety (90) days after the ClosingClosing Date, Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Net Indebtedness, Net Working Capital and Transaction Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.7. The Closing Statement shall be finally prepared, and the Closing Net Indebtedness, Net Working Capital, and Transaction Expenses and the resulting Merger Consideration and shares shall be determined in accordance with the adjustments Accounting Principles and procedures set forth otherwise in accordance with this Agreement. (b) Within five (5) Business Days after the final determination After delivery of the Final Closing CashStatement, each of the Final Seller Representative and the Purchaser Representative, and their respective Representatives on their behalves, shall be permitted reasonable access to the books, records, working papers, files, facilities and personnel of the Target Companies relating to the preparation of the Closing IndebtednessStatement. The Seller Representative and the Purchaser Representative, and their respective Representatives on their behalves, may make inquiries of the Final Transaction ExpensesCFO and related Purchaser and Target Company personnel and advisors regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and Purchaser and the Final Working CapitalCompany shall provide reasonable cooperation in connection therewith. If either the Seller Representative or the Purchaser Representative (each, a “Representative Party”) has any objections to the Closing Statement, such Representative Party shall deliver to the CFO and the other Representative Party a statement setting forth its objections thereto (in reasonable detail) (an “Objection Statement”). If an Objection Statement is not delivered by a Representative Party within thirty (30) days following the date of delivery of the Closing Statement, then such Representative Party will have waived its right to contest the Closing Statement, all determinations and calculations set forth therein, and the resulting Merger Consideration pursuant set forth therein. If an Objection Statement is delivered within such thirty (30) day period, then the Seller Representative and the Purchaser Representative shall negotiate in good faith to Section 2.10, the following payments shall be made, as applicable: resolve any such objections for a period of twenty (i20) days thereafter. If the Merger Consideration is greater than Seller Representative and the Estimated Merger Consideration Purchaser Representative do not reach a final resolution within such twenty (20) day period, then upon the written request of either Representative Party (the date of receipt of such excessnotice by the other Party, the “Adjustment Excess AmountIndependent Expert Notice Date”), then: (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent Representative Parties will refer the Adjustment Excess Amount, pursuant dispute to the Paying Agent Agreement, Independent Expert for further payment to final resolution of the Equityholders dispute in accordance with their respective Pro Rata Share; and Section 1.15(c). For purposes hereof, the “Independent Expert” shall mean a mutually acceptable independent (Bi.e., no prior material business relationship with any party) accounting firm appointed by the Purchaser Representative and the Equityholder Seller Representative, which appointment will be made no later than ten (10) days after the Independent Expert Notice Date; provided, that if the Independent Expert does not accept its appointment or if the Purchaser Representative shall jointly instruct and the Escrow Agent to deposit with Seller Representative cannot agree on the Paying Agent Independent Expert, in either case within twenty (20) days after the Escrow AmountIndependent Expert Notice Date, pursuant either Representative Party may require, by written notice to the Paying Agent Agreementother Representative Party, for further payment to that the Equityholders Independent Expert be selected by the New York City Regional Office of the AAA in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is equal AAA’s procedures. The parties agree that the Independent Expert will be deemed to be independent even though a Party or its Affiliates may, in the future, designate the Independent Expert to resolve disputes of the types described in this Section 1.15. The Parties acknowledge that any information provided pursuant to this Section 1.15 will be subject to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Shareconfidentiality obligations of Section 5.15. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if any. (c) Purchaser shall cause the Paying Agent to, as soon as practicable after the deposit with the Paying Agent of any amount pursuant to Section 2.8(b) (collectively, “Adjustment Consideration”), distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2.

Merger Consideration Adjustment. (a) Following Within ninety (90) days after the ClosingClosing Date, Pubco’s chief financial officer (the “CFO”) shall deliver to the SPAC Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Net Debt, Net Working Capital and Transaction Expenses, in each case, as of the Reference Time, and the resulting Aggregate Merger Consideration Amount using the formula in the definition thereof. The Closing Statement shall be finally prepared, and the Closing Net Debt, Net Working Capital, and Transaction Expenses and the resulting Aggregate Merger Consideration Amount and Company Merger Shares shall be determined in accordance with the adjustments Accounting Principles and procedures set forth otherwise in accordance with this Agreement. (b) Within five (5) Business Days after the final determination After delivery of the Final Closing CashStatement, the Final SPAC Representative and its Representatives on its behalf shall be permitted reasonable access to the books, records, working papers, files, facilities and personnel of the Target Companies relating to the preparation of the Closing IndebtednessStatement. The SPAC Representative and its Representatives on its behalf may make inquiries of the CFO and related Pubco and Target Company personnel and advisors regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and Pubco, SPAC and the Final Transaction ExpensesCompany shall provide reasonable cooperation in connection therewith. If the SPAC Representative has any objections to the Closing Statement, it shall deliver to the Final Working CapitalCFO a statement setting forth its objections thereto (in reasonable detail) (an “Objection Statement”). If an Objection Statement is not delivered within thirty (30) days following the date of delivery of the Closing Statement, then the SPAC Representative will have waived its right to contest the Closing Statement, all determinations and calculations set forth therein, and the resulting Aggregate Merger Consideration pursuant Amount set forth therein. If an Objection Statement is delivered within such thirty (30) day period, then Pubco and the SPAC Representative shall negotiate in good faith to Section 2.10resolve any such objections for a period of twenty (20) days thereafter. If Pubco and the SPAC Representative do not reach a final resolution within such twenty (20) day period, then upon the following payments shall be made, as applicable: written request of either Pubco or the SPAC Representative (i) If the Merger Consideration is greater than date of receipt of such notice by the Estimated Merger Consideration (such excessother Party, the “Adjustment Excess AmountIndependent Expert Notice Date”), then: (A) Purchaser shall deposit, or cause to be deposited, with Pubco and the Paying Agent SPAC Representative will refer the Adjustment Excess Amount, pursuant dispute to the Paying Agent Agreement, Independent Expert for further payment to final resolution of the Equityholders dispute in accordance with their respective Pro Rata ShareSection 2.9(c). For purposes hereof, the “Independent Expert” shall mean a mutually acceptable independent (i.e., no prior material business relationship with any Party for the prior two (2) years) accounting firm appointed by the SPAC Representative and Pubco, which appointment will be made no later than ten (10) days after the Independent Expert Notice Date; and provided, that if the Independent Expert does not accept its appointment or if the SPAC Representative and Pubco cannot agree on the Independent Expert, in either case within twenty (B20) Purchaser and days after the Equityholder Independent Expert Notice Date, either the SPAC Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amountor Pubco may require, pursuant by written notice to the Paying Agent Agreementother, for further payment to that the Equityholders Independent Expert be selected by the New York City Regional Office of the American Arbitration Association (“AAA”) in accordance with their respective Pro Rata Share. (iithe AAA’s procedures. The Parties agree that the Independent Expert will be deemed to be independent even though a Party or its Affiliates may, in the future, designate the Independent Expert to resolve disputes of the types described in this Section 2.9(b). The Parties acknowledge that any information provided pursuant to this Section 2.9(b) If the Merger Consideration is equal will be subject to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Shareconfidentiality obligations of Section 7.13. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if any. (c) Purchaser shall cause the Paying Agent to, as soon as practicable after the deposit with the Paying Agent of any amount pursuant to Section 2.8(b) (collectively, “Adjustment Consideration”), distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2.

Merger Consideration Adjustment. (a) Following Within ninety (90) days after the ClosingClosing Date, Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Net Debt and Transaction Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.8(a). The Closing Statement shall be finally prepared, and the Closing Net Debt and Transaction Expenses and the resulting Merger Consideration and Merger Consideration Shares shall be determined in accordance with the adjustments Accounting Principles and procedures set forth otherwise in accordance with this Agreement. (b) Within five (5) Business Days after the final determination After delivery of the Final Closing CashStatement, each of the Final Seller Representative and the Purchaser Representative, and their respective Representatives on their behalves, shall be permitted reasonable access to the books, records, working papers, files, facilities and personnel of the Target Companies relating to the preparation of the Closing IndebtednessStatement. The Seller Representative and the Purchaser Representative, and their respective Representatives on their behalves, may make inquiries of the Final Transaction ExpensesCFO and related Purchaser and Target Company personnel and advisors regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and Purchaser and the Final Working CapitalCompany shall provide reasonable cooperation in connection therewith. If either the Seller Representative or the Purchaser Representative (each, a “Representative Party”) has any objections to the Closing Statement, such Representative Party shall deliver to the CFO and the other Representative Party a statement setting forth its objections thereto (in reasonable detail) (an “Objection Statement”). If an Objection Statement is not delivered by a Representative Party within thirty (30) days following the date of delivery of the Closing Statement, then such Representative Party will have waived its right to contest the Closing Statement, all determinations and calculations set forth therein, and the resulting Merger Consideration pursuant set forth therein. If an Objection Statement is delivered within such thirty (30) day period, then the Seller Representative and the Purchaser Representative shall negotiate in good faith to Section 2.10, the following payments shall be made, as applicable: resolve any such objections for a period of twenty (i20) days thereafter. If the Merger Consideration is greater than the Estimated Merger Consideration (such excess, the “Adjustment Excess Amount”), then: (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent the Adjustment Excess Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; and (B) Purchaser Seller Representative and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is equal to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if any. (c) Purchaser shall cause the Paying Agent to, as soon as practicable after the deposit with the Paying Agent of any amount pursuant to Section 2.8(b) (collectively, “Adjustment Consideration”), distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2.

Merger Consideration Adjustment. (a) Following the ClosingPursuant to Section 5.13, the Merger Consideration Company shall be finally determined in accordance with deliver the adjustments and procedures set forth in this AgreementCompany Closing Financial Certificate to Acquirer not later than three Business Days prior to the Closing Date. (b) Within five 120 days after the Closing, Acquirer may object to the calculation of the Merger Consideration and each element thereof included in the Company Closing Financial Certificate (5the “Merger Consideration Calculations”) by delivering to the Converting Holders’ Agent a notice (the “Acquirer Merger Consideration Notice”) setting forth Acquirer’s calculation of the Merger Consideration and each element thereof and the amount by which the Merger Consideration as calculated by Acquirer is less than the Merger Consideration as calculated in accordance with the Company Closing Financial Certificate, in each case together with reasonable supporting documentation, information and calculations; provided, however, that within 95 days after the Closing Acquirer shall deliver to the Converting Holders’ Agent a schedule setting forth all Accounts Receivable of the Company arising from transactions with the parties set forth on Schedule 2.4(e) of the Company Disclosure Letter and included in the Company Closing Financial Certificate that has not been collected as of the date that is 90 days after the Closing. (c) The Converting Holders’ Agent may object to the calculation of the Merger Consideration and each element thereof set forth in the Acquirer Merger Consideration Notice by providing written notice of such objection to Acquirer within 20 days after Acquirer’s delivery of the Acquirer Merger Consideration Notice (the “Notice of Objection”), together with supporting documentation, information and calculations. Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Converting Holders’ Agent on behalf of the Converting Holders. (d) If the Converting Holders’ Agent timely provides the Notice of Objection, then Acquirer and the Converting Holders’ Agent shall confer in good faith for a period of up to 10 Business Days following Acquirer’s timely receipt of the Notice of Objection in an attempt to resolve any disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and binding on the parties hereto and the Converting Holders. (e) If, after the final determination 10 Business Day period set forth in Section 1.5(d), Acquirer and the Converting Holders’ Agent cannot resolve any matter set forth in the Notice of Objection, then Acquirer and the Converting Holders’ Agent shall engage a nationally recognized auditing firm reasonably acceptable to both Acquirer and the Converting Holders’ Agent (the “Reviewing Accountant”) to review only the matters in the Notice of Objection that are still disputed by Acquirer and the Converting Holders’ Agent and the Merger Consideration Calculations to the extent relevant thereto. After such review and a review of the Final Company’s relevant books and records, the Reviewing Accountant shall promptly (and in any event within 60 days following its engagement) determine the resolution of such remaining disputed matters, which determination shall be final and binding on the parties hereto and the Converting Holders (except in the case of fraud or manifest error), and the Reviewing Accountant shall provide Acquirer and the Converting Holders’ Agent with a calculation of the Merger Consideration in accordance with such determination. The scope of the disputes to be resolved by the Reviewing Accountant is limited to only such items included in the Acquirer Merger Consideration Notice that the Converting Holders’ Agent has timely disputed in the Notice of Objection. The Reviewing Accountant shall determine, based solely on presentations by Acquirer and the Converting Holders’ Agent and their respective representatives, and not by independent review, only those issues in dispute specifically set forth in the Notice of Objection, and shall act as an expert and not as an arbitrator. In resolving any disputed item, the Reviewing Accountant shall (i) be bound by the principles set forth in this Section 1.5 and shall not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party, (ii) not make any determination as to the accuracy of the representations and warranties set forth in this Agreement, and (iii) not make any determination as to compliance by any party with any of their respective covenants in this Agreement (other than those set forth in this Section 1.5). The parties acknowledge that the purpose of preparing the Acquirer Merger Consideration Notice and determining the Merger Consideration Calculations and any related consideration adjustment contemplated by this Section 1.5 is to measure the Company Closing Cash, Company Debt, Transaction Expenses and any Closing Net Working Capital Shortfall or Closing Net Working Capital Surplus, and such processes are not intended to permit the Final Closing Indebtednessintroduction of different judgments, accounting policies, principles, practices, techniques, categorizations, evaluation rules, procedures, methods or bases inconsistent with those set forth in Section 1.5 and the Final Transaction Expenses, definitions set forth herein for the Final Working Capitalpurpose of preparing the Merger Consideration Calculations, and the resulting Reviewing Accountant shall make its determinations in accordance with this purpose. (f) If the Merger Consideration as finally determined pursuant to Section 2.101.5(b), Section 1.5(d) and/or Section 1.5(e), as the case may be (the “Final Merger Consideration”), is less than the Merger Consideration as calculated at Closing in accordance with the Company Closing Financial Certificate (such difference, the following payments “Final Merger Consideration Shortfall”), then the Converting Holders shall be madeseverally but not jointly indemnify and hold harmless Acquirer without any dispute by the Converting Holders’ Agent, as applicablefor the full amount of: (i) the Final Merger Consideration Shortfall; and (ii) all fees, costs and expenses of the Reviewing Accountant to be paid by the Converting Holders pursuant to Section 1.5(h)(i) or Section 1.5(h)(ii), if any. (g) If the Final Merger Consideration is greater than the Estimated Merger Consideration (such excess, the “Adjustment Excess Amount”), then: (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent the Adjustment Excess Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders as calculated at Closing in accordance with their respective Pro Rata Share; and (B) Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is equal to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (iii) If the Merger Consideration is less than the Estimated Merger Consideration Company Closing Financial Certificate (such difference, expressed as a positive number the “Adjustment Shortfall AmountFinal Merger Consideration Surplus”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal Final Merger Consideration Surplus shall be deemed added to the Adjustment Shortfall Amount; Merger Consideration as calculated at Closing and shall be promptly paid by Acquirer (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if any. (c) Purchaser Acquirer shall cause the Paying Agent toto promptly make such payments on its behalf) to the Converting Holders in accordance with each Converting Holder’s Pro Rata Share of such Final Merger Consideration Surplus. Any payments made pursuant to this Section 1.5 shall be treated as adjustments to the Purchase Price for all Tax purposes to the maximum extent permitted under Applicable Law. (h) The fees, costs and expenses of the Reviewing Accountant shall be paid (i) by Acquirer in the event the difference between the Final Merger Consideration as soon as practicable after determined by the deposit with the Paying Agent of any amount Reviewing Accountant pursuant to Section 2.8(b1.5(e) and the Merger Consideration Calculations set forth in the Acquirer Merger Consideration Notice (collectivelysuch difference, the “Adjustment ConsiderationAcquirer’s Difference”) is greater than the difference between the Final Merger Consideration as determined by the Reviewing Accountant pursuant to Section 1.5(e) and the Merger Consideration Calculations set forth in the Notice of Objection (such difference, the “Converting Holders’ Agent’s Difference”), distribute (ii) by the Converting Holders if the Acquirer’s Difference is less than the Converting Holders’ Agent’s Difference or (iii) equally by Acquirer on the one hand, and the Converting Holders on the other hand, if the Acquirer’s Difference is the same as the Converting Holders’ Agent’s Difference. (i) Any payments made pursuant to each Equityholder this Section 1.5 shall be treated as adjustments to the portion of such Adjustment Consideration actually Purchase Price for all Tax purposes to the maximum extent permitted under Applicable Law. In the event that any amount is payable to such Equityholder Acquirer pursuant to Section 2.21.5(f), Acquirer may, in its sole discretion, elect to collect such amount from the Escrow Fund.

Merger Consideration Adjustment. (a) Following Prior to the Closing, the Merger Consideration Company shall prepare in consultation with Parent, and at least three (3) Business Days prior to the Closing Date, the Company shall deliver to Parent (A) a good faith calculation of (i) the estimated amount of the Closing Working Capital (the “Estimated Working Capital Amount”), (ii) the estimated amount of Closing Indebtedness (the “Estimated Closing Indebtedness”), (iii) the estimated amount of Closing Cash (the “Estimated Closing Cash”) and (iv) the estimated amount of Transaction Expenses (the “Estimated Transaction Expenses”), and its good faith calculation of the Aggregate Base Cash Amount, collectively the (“Estimated Closing Statement”), (B) a list identifying whether each holder of Options is an Accredited Holder or a Non-Accredited Holder and (C) instructions specifying the amounts to be finally determined paid in accordance respect of the Estimated Transaction Expenses and the recipients thereof (including wire instructions). During the preparation by the Company of the Estimated Closing Statement and after the delivery of the Estimated Closing Statement, Parent and its representatives shall have a reasonable opportunity to review and to discuss with the adjustments Company and procedures set forth its representatives (a) the Company’s and its Subsidiaries’ working papers and the working papers of the Company’s independent accountants, if any, relating to the preparation of the Estimated Closing Statement and the calculation of the Estimated Working Capital Amount, Estimated Closing Indebtedness, Estimated Closing Cash and Estimated Transaction Expenses after signing a customary confidentiality and hold harmless agreement with such independent accountants relating to such access to working papers in this Agreementform and substance reasonably acceptable to such independent accountants, as well as (b) the relevant books and records of the Company and its Subsidiaries; and the Company and its representatives shall reasonably assist Parent and its representatives in their review of the Estimated Closing Statement and the preparation thereof and reasonably cooperate with respect thereto, provided, that, in no event shall the foregoing rights of Parent delay the Closing Date. (b) Within As soon as reasonably practicable after the Closing Date, and in any event within forty-five (545) Business Days days after the final determination Closing Date, (A) Parent shall prepare and deliver to the Stockholder Representative a statement (the “Closing Statement”) that shall set forth a calculation of (i) the Final Closing CashWorking Capital, (ii) the Final Closing Indebtedness, the Final Transaction Expenses, the Final Working Capital, and the resulting Merger Consideration pursuant to Section 2.10, the following payments shall be made, as applicable: (i) If the Merger Consideration is greater than the Estimated Merger Consideration (such excess, the “Adjustment Excess Amount”), then: (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent the Adjustment Excess Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; and (B) Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is equal to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (iii) If the Merger Consideration is less than Closing Cash and (iv) the Transaction Expenses. The Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser Closing Statement and the Equityholder Representative shall: (A) Closing Statement shall entirely disregard any financing or refinancing arrangements entered into at any time by Parent or its Affiliates in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit connection with the Paying Agent the remaining amounts consummation of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if anytransactions contemplated hereby. (c) Purchaser During the thirty (30) days immediately following the Stockholder Representative’s receipt of the Closing Statement (the “Adjustment Review Period”), the Stockholder Representative and its representatives shall be permitted to review the Company’s and its Subsidiaries’ working papers and the working papers of the Company’s independent accountants, if any, relating to the preparation of the Closing Statement and the calculation of the Closing Working Capital, Closing Indebtedness, Closing Cash and Transaction Expenses after signing a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants, as well as the relevant books and records of the Company and its Subsidiaries and Parent shall cause the Paying Agent toCompany and its representatives to assist the Stockholder Representative and its representatives in their review of the Closing Statement and reasonably cooperate with respect thereto. The Stockholder Representative shall notify Parent in writing (the “Notice of Adjustment Disagreement”) prior to the expiration of the Adjustment Review Period if the Stockholder Representative disagrees with any portion of the Closing Statement. The Notice of Adjustment Disagreement shall set forth in reasonable detail the basis for such disagreement, as soon as practicable after the deposit amounts involved and the Stockholder Representative’s adjustments to the Closing Statement with reasonably detailed supporting documentation. If no Notice of Adjustment Disagreement is received by Parent on or prior to the Paying Agent expiration date of any amount pursuant the Adjustment Review Period, then the Closing Statement and all amounts set forth therein shall be deemed to Section 2.8(bhave been accepted by the Stockholder Representative and shall become final and binding upon the parties hereto. During the fifteen (15) days immediately following the delivery of a Notice of Adjustment Disagreement (collectively, the “Adjustment ConsiderationResolution Period”), distribute the Stockholder Representative and Parent shall seek in good faith to resolve any disagreement that they may have with respect to the matters specified in the Notice of Adjustment Disagreement. Any items agreed to by the Stockholder Representative and Parent in writing, together with any items not disputed or objected to by the Stockholder Representative in the Notice of Adjustment Disagreement, are collectively referred to herein as the “Resolved Matters”. If at the end of the Adjustment Resolution Period the parties have been unable to resolve any differences they may have with respect to the matters specified in the Notice of Adjustment Disagreement, the Stockholder Representative and Parent shall refer all matters that remain in dispute with respect to the Notice of Adjustment Disagreement (the “Unresolved Matters”) to PricewaterhouseCoopers LLP (the “Independent Accountant”). In the event that PricewaterhouseCoopers LLP refuses or is otherwise unable to act as the Independent Accountant, the Stockholder Representative and Parent shall cooperate in good faith to appoint an independent certified public accounting firm in the United States of national recognition mutually agreeable to the Stockholder Representative and Parent, in which event “Independent Accountant” shall mean such firm. In the event the Stockholder Representative and Parent are unable to reasonably agree to an independent certified public accounting firm in the United States of national recognition within fifteen (15) days of the commencement of discussions regarding the identification of such an independent accountant, with the commencement of such discussions marked by written notice from one party to the other, the “Independent Accountant” shall be an independent certified public accounting firm in the United States of national recognition selected by the mutual agreement of (x) a certified public accounting firm in the United States appointed by the Stockholder Representative in its sole discretion and (y) a certified public accounting firm in the United States appointed by Parent in its sole discretion. Within thirty (30) days after the submission of such matters to the Independent Accountant, the Independent Accountant, acting as an expert and not as an arbitrator, will make a final determination, binding on the parties hereto, of the appropriate amount of each of the Unresolved Matters. With respect to each Equityholder Unresolved Matter, such determination, if not in accordance with the portion position of such either the Stockholder Representative or Parent, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the Stockholder Representative in the Notice of Adjustment Consideration actually payable Disagreement or Parent in the Closing Statement with respect to such Equityholder pursuant Unresolved Matter. For the avoidance of doubt, the Independent Accountant shall not review any line items in the Closing Statement or make any determination with respect to any matter other than the Unresolved Matters. During the review by the Independent Accountant, Parent and the Company shall each make available to the Independent Accountant such individuals and such information, books, records and work papers, as may be reasonably required by the Independent Accountant to fulfill its obligations under this Section 2.22.10(c); provided, however, that the independent accountants of Parent or the Company shall not be obligated to make any working papers available to the Independent Accountant unless and until the Independent Accountant has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants. The costs of the Independent Accountant shall be paid 50% by the Stockholder Representative (on behalf of the holders of shares of Common Stock) and 50% by Parent.

Merger Consideration Adjustment. (a) Following Within 60 days after the Closing Date, Buyer will deliver to Representative (i) an unaudited balance sheet (the “Closing Date Balance Sheet”) of Company as of the Closing, substantially in the Merger Consideration shall be finally determined form of the Illustrative Balance Sheet and prepared in accordance with the adjustments Balance Sheet Principles and, subject to the Balance Sheet Principles, GAAP (except for the absence of footnotes) and procedures set on a basis consistent with and utilizing the same principles, practices, and policies as those used in preparing the Company Balance Sheet and (ii) a written statement setting forth in this Agreementreasonable detail its determination of the actual Closing Cash, Working Capital Excess (if any), Working Capital Deficiency (if any), Closing Indebtedness, Closing Date Transaction Expenses and Change in Control Payments, in each case, as of the Closing, and the resulting calculation of the Merger Consideration (less the Holdback Amount, Representative Payment and Earn-out Payment) (the “Final Closing Merger Consideration”). (b) Within five (5) Business Days after If Representative disagrees with the final determination calculation of the Final Closing CashMerger Consideration, Representative shall, within 30 days after receipt of the Closing Date Balance Sheet, deliver a notice (an “Objection Notice”) to Buyer setting forth Representative’s calculation of the amount of the Final Closing Merger Consideration. If requested by Representative, Buyer shall provide to Representative copies of all relevant documentation used in its calculation, if any. If Representative does not deliver the Objection Notice to Buyer within 30 days after receipt by Representative of the Closing Date Balance Sheet, the Final Closing IndebtednessMerger Consideration as calculated by Buyer will be conclusively presumed to be true and correct in all respects and will be final and binding upon the parties. (c) Representative and Buyer will use their respective commercially reasonable efforts to resolve any disagreements as to the computation of the Final Closing Merger Consideration, but if they do not obtain a final resolution within 60 days after Buyer’s receipt of the Objection Notice, then all amounts remaining in dispute shall be submitted to the Neutral Auditor; provided, however, to the extent agreed upon by Representative and Buyer, the Final Transaction Expenses60-day period set forth in the immediately preceding sentence may be extended. Buyer and Representative will direct the Neutral Auditor to render a determination within 45 days of its retention and Buyer and Representative will cooperate with the Neutral Auditor during its engagement. The Neutral Auditor will consider only those items and amounts set forth in the Objection Notice which Buyer and Representative are unable to resolve; provided that each of Buyer and Representative shall be entitled to make a presentation to the Neutral Auditor regarding the items and amounts that they are unable to resolve and neither Buyer nor Representative will meet separately with the Neutral Auditor. In making its determination, the Neutral Auditor shall (i) be bound by the terms and conditions of this Agreement, including the definition of Final Closing Merger Consideration and the components thereof, the Illustrative Balance Sheet, the Balance Sheet Principles, the example methodology for calculating Closing Working CapitalCapital as set forth on Schedule B, and the resulting Merger Consideration pursuant terms of this Section 2.9, and (ii) not assign any value with respect to Section 2.10, the following payments shall be made, as applicable: (i) If the Merger Consideration a disputed amount that is greater than the Estimated Merger Consideration (highest value for such excess, the “Adjustment Excess Amount”), then: (A) Purchaser shall deposit, amount claimed by either Representative or cause to be deposited, with the Paying Agent the Adjustment Excess Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; and (B) Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is equal to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (iii) If the Merger Consideration Buyer or that is less than the Estimated Merger Consideration lowest value for such amount claimed by either Representative or Buyer. The determination of the Neutral Auditor will be conclusive and binding. Representative shall pay a portion of the fees and expenses of the Neutral Auditor equal to 100% multiplied by a fraction, the numerator of which is the amount of disputed amounts submitted to the Neutral Auditor that are resolved in favor of Buyer (such difference, expressed as a positive number that being the “Adjustment Shortfall Amount”), then Purchaser difference between the Neutral Auditor’s determination and Representative’s determination) and the Equityholder Representative shall: denominator of which is the total amount of disputed amounts submitted to the Neutral Auditor (A) in that being the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser sum total by which Buyer’s determination and Representative’s determination differ from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts determination of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to PurchaserNeutral Auditor), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, . Buyer shall pay, or cause to be paid, to Purchaser an amount equal to the remaining pay that portion of such Adjustment Shortfall Amount, if anythe fees and expenses of the Neutral Auditor that Representative is not required to pay under this Section 2.9. (c) Purchaser shall cause the Paying Agent to, as soon as practicable after the deposit with the Paying Agent of any amount pursuant to Section 2.8(b) (collectively, “Adjustment Consideration”), distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2.

Merger Consideration Adjustment. (a) Following Within 60 days after the ClosingClosing Date, Parent will deliver to the Stockholder Representative a statement (the “Statement”) of (i) the Closing Working Capital and the resulting Working Capital Overage or Working Capital Underage, if any, (ii) the Closing Cash and the resulting Closing Cash Overage or Closing Cash Underage, if any, (iii) any Transaction Expenses not included in the Transaction Expenses Payoff Amount (the “Additional Transaction Expenses”), and (iv) any Closing Indebtedness of the Company and Company Subsidiaries not included in the calculation of the Initial Merger Consideration (the “Additional Indebtedness”) (b) The Statement will become final and binding upon all of the Parties at 5:00 p.m. in New York, New York on the 60th day following the date on which the Statement was delivered by Parent to the Stockholder Representative, unless the Stockholder Representative delivers written notice of its disagreement with the Statement (a “Notice of Disagreement”) to Parent prior to such time. During such 60-day period, Parent shall cause the Surviving Corporation and its Subsidiaries to provide the Stockholder Representative and the Stockholder Representative’s advisors with reasonable access (including on-site access and electronic access to the extent available) during regular business hours and upon reasonable notice to all relevant books and records and employees (including key accounting and finance personnel) of the Surviving Corporation and its Subsidiaries to the extent reasonably necessary to review the matters and information used to prepare and to support the Statement, all in a manner not unreasonably interfering with the business of the Surviving Corporation and its Subsidiaries. All fees, costs and expenses of the Stockholder Representative relating to the review of the Statement shall be borne by the holders of Shares and Options out of the Holdback Account and all fees, costs and expenses of Parent or the Surviving Corporation relating thereto shall be borne by Parent. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a Notice of Disagreement is received by Parent in a timely manner, then the Statement (as revised in accordance with this Section 2.7(b)) will become final and binding upon Parent and the Stockholder Representative on the earlier of (i) the date Stockholder Representative and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by an independent accounting firm (the “Accounting Firm”). During the 14-day period following the delivery of a Notice of Disagreement, the Merger Consideration shall be finally determined Stockholder Representative and Parent will seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. If at the end of such 14-day period the Stockholder Representative and Parent have not resolved in writing the matters specified in the Notice of Disagreement, then, no later than ten (10) days following such 14-day period, the Stockholder Representative and Parent will submit to the Accounting Firm for resolution, in accordance with the adjustments and procedures standards set forth in this AgreementSection 2.7, only matters that remain in dispute. The Accounting Firm will be UHY, LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the Stockholder Representative and Parent in writing. The Stockholder Representative and Parent will use commercially reasonable efforts to cause the Accounting Firm to render a written decision resolving the matters submitted to the Accounting Firm within 30 days of the receipt of such submission. The Accounting Firm may not assign a value greater than the greatest value for such item claimed by either Party or smaller than the smallest value for such item claimed by either Party. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The fees, costs and expenses of the Accounting Firm incurred pursuant to this Section 2.7(b) (the “Accounting Fees”) shall be borne pro rata as between the Stockholder Representative (solely on behalf of the Stockholders and Optionholders), on the one hand, and Parent, on the other hand, in proportion to the final allocation made by the Accounting Firm of the disputed items weighted in relation to the claims made by the Stockholder Representative and Parent, such that the prevailing party pays the lesser proportion of such fees, costs and expenses. For example, if the Parent claims that the appropriate adjustments are, in the aggregate, $1,000 greater than the amount determined by the Stockholder Representative and if the Accounting Firm ultimately resolves the dispute by awarding to the Parent an aggregate of $300 of the $1,000 contested, then the fees, costs and expenses of the Accounting Firm will be allocated 30% (i.e., 300 ÷ 1,000) to the Stockholder Representative and 70% (i.e., 700 ÷ 1,000) to Parent. For the avoidance of doubt, the fees, costs and expenses of any Party incurred in connection with this Section 2.7 (other than the Accounting Fees, which shall be allocated in accordance with this Section 2.7(b)) shall be paid by the Party incurring such fees, costs and expenses; provided, that the Stockholder Representative’s fees, costs and expenses shall be paid by the Stockholders and Optionholders. (bc) Within If the Stockholder Adjustment Amount exceeds the Parent Adjustment Amount (the amount of such excess, the “Excess Amount”), (i) within five (5) Business Days after the a final determination Parent will make payment by wire transfer of immediately available funds to the Stockholder Representative, or upon written instruction of the Final Closing CashStockholder Representative, to the Payments Administrator, for distribution to each holder of Shares, contingent upon such holder’s delivery of a Letter of Transmittal and Certificates evidencing such holder’s Shares (or an Affidavit of Loss in lieu thereof) and in accordance with such holder’s Individual Share Percentage, subject to applicable withholding, an amount equal to the Share Percentage of any such Excess Amount, and (ii) Parent will cause the Company to pay to the Optionholders via payroll in accordance with their respective Individual Option Percentage, and subject to applicable withholding, an amount equal to the Option Percentage, the Final Closing Indebtedness, the Final Transaction Expenses, the Final Working Capital, and the resulting Merger Consideration pursuant to Section 2.10, the following payments shall be made, as applicable:applicable portion of any such Excess Amount. (id) If the Merger Consideration is greater than Parent Adjustment Amount exceeds the Estimated Merger Consideration Stockholder Adjustment Amount (the amount of such excess, the “Adjustment Excess Deficiency Amount”), then: within five (A5) Purchaser shall deposit, or cause to be deposited, with the Paying Agent the Adjustment Excess Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders Business Days after a final determination in accordance with their respective Pro Rata Share; and (B) Purchaser and Section 2.7(b), the Equityholder Stockholder Representative shall jointly instruct cause the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further make payment to the Equityholders in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is equal to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser Parent by wire transfer of immediately available funds from the Escrow Account an Fund, the total amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Deficiency Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if any. (c) Purchaser shall cause the Paying Agent to, as soon as practicable after the deposit with the Paying Agent of any amount pursuant to Section 2.8(b) (collectively, “Adjustment Consideration”), distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2.

Merger Consideration Adjustment. (a) Following Within ninety (90) days after the ClosingClosing Date, Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Net Indebtedness as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.8. The Closing Statement shall be prepared, and the Closing Net Indebtedness and the resulting Merger Consideration and Stockholder Merger Consideration shall be finally determined in accordance with the adjustments Accounting Principles and procedures set forth otherwise in accordance with this Agreement. (b) Within five (5) Business Days after the final determination After delivery of the Final Closing CashStatement, each of the Final Seller Representative and the Purchaser Representative, and their respective Representatives on their behalves, shall be permitted reasonable access to the books, records, working papers, files, facilities and personnel of the Target Companies relating to the preparation of the Closing IndebtednessStatement. The Seller Representative and the Purchaser Representative, and their respective Representatives on their behalves, may make inquiries of the Final Transaction ExpensesCFO and related Purchaser and Target Company personnel and advisors regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and Purchaser and the Final Working CapitalCompany shall provide reasonable cooperation in connection therewith. If either the Seller Representative or the Purchaser Representative (each, a “Representative Party”) has any objections to the Closing Statement, such Representative Party shall deliver to the CFO and the other Representative Party a statement setting forth its objections thereto (in reasonable detail) (an “Objection Statement”). If an Objection Statement is not delivered by a Representative Party within thirty (30) days following the date of delivery of the Closing Statement, then such Representative Party will have waived its right to contest the Closing Statement, all determinations and calculations set forth therein, and the resulting Merger Consideration pursuant set forth therein. If an Objection Statement is delivered within such thirty (30) day period, then the Seller Representative and the Purchaser Representative shall negotiate in good faith to Section 2.10, the following payments shall be made, as applicable: resolve any such objections for a period of twenty (i20) days thereafter. If the Merger Consideration is greater than Seller Representative and the Estimated Merger Consideration Purchaser Representative do not reach a final resolution within such twenty (20) day period, then upon the written request of either Representative Party (the date of receipt of such excessnotice by the other Party, the “Adjustment Excess AmountIndependent Expert Notice Date”), then: (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent Representative Parties will refer the Adjustment Excess Amount, pursuant dispute to the Paying Agent Agreement, Independent Expert for further payment to final resolution of the Equityholders dispute in accordance with their respective Pro Rata Share; and Section 1.16(c). For purposes hereof, the “Independent Expert” shall mean a mutually acceptable independent (Bi.e., no prior material business relationship with any party for the prior two (2) years) accounting firm appointed by the Purchaser Representative and the Equityholder Seller Representative, which appointment will be made no later than ten (10) days after the Independent Expert Notice Date); provided, that if the Independent Expert does not accept its appointment or if the Purchaser Representative shall jointly instruct and the Escrow Agent to deposit with Seller Representative cannot agree on the Paying Agent Independent Expert, in either case within twenty (20) days after the Escrow AmountIndependent Expert Notice Date, pursuant either Representative Party may require, by written notice to the Paying Agent Agreementother Representative Party, for further payment to that the Equityholders Independent Expert be selected by the New York City Regional Office of the AAA in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is equal AAA’s procedures. The parties agree that the Independent Expert will be deemed to be independent even though a Party or its Affiliates may, in the future, designate the Independent Expert to resolve disputes of the types described in this Section 1.16. The Parties acknowledge that any information provided pursuant to this Section 1.16 will be subject to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Shareconfidentiality obligations of Section 5.15. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if any. (c) Purchaser shall cause the Paying Agent to, as soon as practicable after the deposit with the Paying Agent of any amount pursuant to Section 2.8(b) (collectively, “Adjustment Consideration”), distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2.

Merger Consideration Adjustment. (a) Following the Closing, the Merger Consideration shall be adjusted in the following manner: (a) Within thirty (30) days after the Closing Date, the Acquiror shall prepare and deliver to the Parent a calculation of the Final Net Working Capital. If, within thirty (30) days following delivery of the Final Net Working Capital calculation, the Parent has not provided the Acquiror with written notice of objection to the Final Net Working Capital calculation (that shall state the basis of the Parent’s objection), then the Final Net Working Capital calculation shall be conclusive and binding on the Acquiror and the Parent. If the Target Net Working Capital exceeds the Final Net Working Capital, as finally determined in accordance with pursuant to this Section 2.9 (including, without limitation, the adjustments and procedures resolution of any notice of objection as set forth in this Agreement. (b) Within below), HRB shall, or shall cause Parent to, pay to the Acquiror such excess within five (5) Business Days after of such final determination. Alternatively, if the Final Net Working Capital, as finally determined pursuant to this Section 2.9 (including, without limitation, the resolution of any notice of objection as set forth in (b) below) exceeds the Target Net Working Capital, the Acquiror shall pay to the Parent the amount of such excess within five (5) Business Days of such final determination determination. (b) If the Parent delivers to the Acquiror a notice of objection to the Final Net Working Capital calculation within thirty (30) days of receipt, and if the Acquiror and the Parent fail to resolve the issues outstanding with respect to the Final Net Working Capital calculation within thirty (30) days (or such longer period as the Parent and the Acquiror may agree) of delivery of the Final Closing CashParent’s objection notice, the Parent and the Acquiror shall submit, within thirty (30) days of the delivery of the Parent’s objection notice (or within thirty (30) days of the expiration of any longer period as to which the Parent and the Acquiror may agree, as contemplated above), the Final Closing IndebtednessNet Working Capital calculation to KPMG LLP (or such other nationally recognized firm of independent certified public accountants with nationwide audit, accounting and valuation practices as to which the Acquiror and the Parent agree in writing) (the “Independent Accountants”) in order that such Independent Accountants may determine the Final Transaction Expenses, Net Working Capital on a basis consistent with the Final Working Capital, July Financial Statements and the resulting Merger Consideration pursuant to Section 2.10, the following payments shall be made, as applicable: (i) If the Merger Consideration is greater than the Estimated Merger Consideration (such excess, the “Adjustment Excess Amount”), then: (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent the Adjustment Excess Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; and (B) Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is equal to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if anyNet Working Capital Schedule. (c) Purchaser If the Final Net Working Capital calculation is submitted to the Independent Accountants, (i) the Parent and the Acquiror shall furnish or cause to be furnished to the Paying Agent toIndependent Accountants such work papers and other documents and information as the Independent Accountants may reasonably request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the Final Net Working Capital calculation and to discuss the Final Net Working Capital calculation with the Independent Accountants; (ii) the determination of the Final Net Working Capital by the Independent Accountants, as soon as practicable after set forth in a notice to be delivered to both the deposit with Parent and the Paying Agent Acquiror within thirty (30) days of any amount pursuant the submission of the Final Net Working Capital calculation to Section 2.8(bthe Independent Accountants, shall be final, conclusive and binding on the parties; and (iii) (collectively, “Adjustment Consideration”), distribute to the Acquiror and HRB will each Equityholder bear one-half of the portion fees and costs of the Independent Accountants for such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2determination.

Merger Consideration Adjustment. (a) Following the Closing, the Merger Consideration shall be finally determined in accordance with the adjustments and procedures set forth in this Agreement. (b) Within five (5) Business Days after the final determination of the Final Closing Cash, the Final Closing Indebtedness, the Final Transaction Expenses, the Final Working Capital, and the resulting Merger Consideration pursuant to Section 2.10, the following payments shall be made, as applicable: (i) If the Merger Consideration is greater than the Estimated Merger Consideration (such excess, the “Adjustment Excess Amount”), then: (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent the Adjustment Excess Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; and (B) Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the 157437977.10 Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is equal to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if any. (ca) Purchaser shall cause the Paying Agent to, as soon as practicable after the deposit with the Paying Agent of any amount pursuant to Section 2.8(b) (collectively, “Adjustment Consideration”), distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2.

Merger Consideration Adjustment. (a) Following Within ninety (90) days after the ClosingClosing Date, Xxxxx’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies as of the Reference TABLE OF CONTENTS Time and (ii) a good faith calculation of the Closing Net Debt, Net Working Capital and Transaction Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration and Merger Consideration Shares using the formula in Section 1.8. The Closing Statement shall be finally prepared, and the Closing Net Debt, Net Working Capital, and Transaction Expenses and the resulting Merger Consideration and Merger Consideration Shares shall be determined in accordance with the adjustments Accounting Principles and procedures set forth otherwise in accordance with this Agreement. (b) Within five (5) Business Days after the final determination After delivery of the Final Closing CashStatement, each of the Final Seller Representative and the Purchaser Representative, and their respective Representatives on their behalves, shall be permitted reasonable access to the books, records, working papers, files, facilities and personnel of the Target Companies relating to the preparation of the Closing IndebtednessStatement. The Seller Representative and the Purchaser Representative, and their respective Representatives on their behalves, may make inquiries of the Final Transaction ExpensesCFO and related Pubco and Company personnel and advisors regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and Pubco and the Final Working CapitalCompany shall provide reasonable cooperation in connection therewith. If either the Seller Representative or the Purchaser Representative (each, a “Representative Party”) has any objections to the Closing Statement, such Representative Party shall deliver to the CFO and the other Representative Party a statement setting forth its objections thereto (in reasonable detail) (an “Objection Statement”). If an Objection Statement is not delivered by a Representative Party within thirty (30) days following the date of delivery of the Closing Statement, then such Representative Party will have waived its right to contest the Closing Statement, all determinations and calculations set forth therein, and the resulting Merger Consideration pursuant and Merger Consideration Shares set forth therein. If an Objection Statement is delivered within such thirty (30) day period, then the Seller Representative and the Purchaser Representative shall negotiate in good faith to Section 2.10, the following payments shall be made, as applicable: resolve any such objections for a period of twenty (i20) days thereafter. If the Merger Consideration is greater than Seller Representative and the Estimated Merger Consideration Purchaser Representative do not reach a final resolution within such twenty (20) day period, then upon the written request of either Representative Party (the date of receipt of such excessnotice by the other Party, the “Adjustment Excess AmountIndependent Expert Notice Date”), then: (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent Representative Parties will refer the Adjustment Excess Amount, pursuant dispute to the Paying Agent Agreement, Independent Expert for further payment to final resolution of the Equityholders dispute in accordance with their respective Pro Rata Share; and Section 1.16(c). For purposes hereof, the “Independent Expert” shall mean a mutually acceptable independent (Bi.e., no prior material business relationship with any party for the prior two (2) years) accounting firm appointed by the Purchaser Representative and the Equityholder Seller Representative, which appointment will be made no later than ten (10) days after the Independent Expert Notice Date); provided, that if the Independent Expert does not accept its appointment or if the Purchaser Representative shall jointly instruct and the Escrow Agent to deposit with Seller Representative cannot agree on the Paying Agent Independent Expert, in either case within twenty (20) days after the Escrow AmountIndependent Expert Notice Date, pursuant either Representative Party may require, by written notice to the Paying Agent Agreementother Representative Party, for further payment to that the Equityholders Independent Expert be selected by the New York City Regional Office of the AAA in accordance with their respective Pro Rata Share. (iithe AAA’s procedures. The parties agree that the Independent Expert will be deemed to be independent even though a Party or its Affiliates may, in the future, designate the Independent Expert to resolve disputes of the types described in this Section 1.16(b). The Parties acknowledge that any information provided pursuant to this Section 1.16(b) If the Merger Consideration is equal will be subject to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Shareconfidentiality obligations of Section 5.14. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if any. (c) Purchaser shall cause the Paying Agent to, as soon as practicable after the deposit with the Paying Agent of any amount pursuant to Section 2.8(b) (collectively, “Adjustment Consideration”), distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2.

Merger Consideration Adjustment. (a) Following No later than 90 days following the ClosingClosing Date, Parent will prepare and deliver to the Merger Consideration shall be finally determined Stockholder Representative a statement (the “Preliminary Adjustment Schedule”), which sets forth Parent’s calculation of (i) the Net Working Capital (the “Preliminary Net Working Capital”), (ii) the Net Working Capital Surplus, if any (the “Preliminary Net Working Capital Surplus”), or the Net Working Capital Deficit, if any (the “Preliminary Net Working Capital Deficit”), (iii) Closing Date Cash (the “Preliminary Closing Date Cash”), (iv) Closing Date Indebtedness (the “Preliminary Closing Date Indebtedness”), (v) Transaction Expenses (the “Preliminary Transaction Expenses”), and (vi) the Adjustment Amount calculated based on the information contained in accordance with the adjustments and procedures set forth in this AgreementPreliminary Adjustment Schedule. (b) The Stockholder Representative will have 60 days following receipt of the Preliminary Adjustment Schedule during which to notify Parent of any dispute of any item contained in the Preliminary Adjustment Schedule, which notice will set forth in reasonable detail the basis for such dispute. If the Stockholder Representative does not notify Parent of any such dispute within such 60 day period, the Preliminary Adjustment Schedule will be deemed to be the Final Adjustment Schedule. If the Stockholder Representative notifies Parent of any such dispute within such 60 day period, Parent and the Stockholder Representative will cooperate in good faith to resolve any such dispute as promptly as possible, and upon such resolution, the Final Adjustment Schedule will be prepared in accordance with the agreement of Parent and the Stockholder Representative. The Stockholder Representative and its representatives shall be given such access to the financial books and records and appropriate employees, accountants and advisers of the Company Group as the Stockholder Representative may reasonably request to the extent reasonably necessary to confirm Parent’s calculation set forth in the Preliminary Adjustment Schedule. (c) If Parent and the Stockholder Representative are unable to resolve any dispute regarding the Preliminary Adjustment Schedule within 30 days (or such longer period as Parent and the Stockholder Representative will mutually agree in writing), following notice of such dispute, such dispute will be submitted to, and all issues having a bearing on such dispute will be resolved by the dispute resolution group of FTI Consulting, or in the event that FTI Consulting is unable or unwilling to take such assignment, the dispute resolution group of an internationally recognized accounting or financial consulting firm mutually agreed upon by Parent and the Stockholder Representative (FTI Consulting or the accounting firm so selected, the “Arbitrator”). Such resolution will be final and binding on the Parties. Parent and the Stockholder Representative will instruct the Arbitrator to make a final determination of Net Working Capital, the Net Working Capital Deficit, if any, or the Net Working Capital Surplus, if any, the Closing Date Cash, the Closing Date Indebtedness, the Transaction Expenses and the Adjustment Amount based solely on the items that are in dispute and that, in resolving such items in dispute and in determining Net Working Capital, the Net Working Capital Deficit, if any, or the Net Working Capital Surplus, if any, the Closing Date Cash, the Closing Date Indebtedness, the Transaction Expenses and the Adjustment Amount, the Arbitrator will not assign to any item in dispute a value that is (i) greater than the greatest value for such item assigned by Parent, on the one hand, or the Stockholder Representative, on the other hand, or (ii) less than the smallest value for such item assigned by Parent, on the one hand, or the Stockholder Representative, on the other hand. The Arbitrator will make its determination based solely on the information presented to it by the Parties and will not undertake an independent review. The Arbitrator will use commercially reasonable efforts to complete its work within 30 days following its engagement. The fees and disbursements of or related to the Arbitrator will be borne by Parent and the Stockholder Representative based on the inverse of the percentage that the Arbitrator’s determination bears to the aggregate amount of all of the items in dispute as submitted to the Arbitrator by Parent and the Stockholder Representative. For example, should the items in dispute total $1,000 and the Arbitrator awards $600 in favor of the Stockholder’s Representative’s position, 60% of the fees and disbursements of its review would be borne by Parent and 40% of the fees and disbursements would be borne by the Stockholder Representative. If any disputes are submitted to the Arbitrator pursuant to this Section 3.9(c), the Final Adjustment Schedule will be prepared in accordance with the decision of the Arbitrator and, to the extent applicable, the agreement of Parent and the Stockholder Representative. (d) Within five (5) Business Days after following the final determination of the Final Closing Cash, the Final Closing Indebtedness, the Final Transaction Expenses, the Final Working Capital, and the resulting Merger Consideration pursuant to Adjustment Schedule in accordance with this Section 2.10, the following payments shall be made, as applicable3.9: (i) If if the Merger Consideration Adjustment Amount is greater than the Estimated Merger Consideration (such excesspositive, the “Adjustment Excess Amount”), then: then (A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent the Adjustment Excess Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; and (B) Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (ii) If the Merger Consideration is equal to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share. (iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall: (A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or (B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall Parent will pay, or cause to be paid, to Purchaser an amount equal to such excess (such amount, the “Upward Adjustment”) in accordance with Section 3.9(e) (provided, that any portion of the Upward Adjustment that would have been paid in respect of a Dissenting Share in accordance with Section 3.9(e) if such share did not constitute a Dissenting Share will instead be retained by Parent and the Upward Adjustment payable pursuant to Section 3.9(e) will be reduced by the corresponding amount), and (B) Parent and the Stockholder Representative will promptly deliver a joint written instruction to the Escrow Agent instructing it to release the Adjustment Escrow Fund in accordance with Section 3.9(e). Upon payment of such Upward Adjustment, Parent will be fully released and discharged of any obligation with respect to payment of the Adjustment Amount; and (ii) if the Adjustment Amount is negative (such amount, the “Downward Adjustment”), then Parent and the Stockholder Representative will promptly deliver a joint written instruction to the Escrow Agent to effectuate disbursement of the Downward Adjustment to Parent from the Adjustment Escrow Fund and thereafter, with respect to any amounts in excess of the Adjustment Escrow Fund, from the Indemnity Escrow Fund, of the lesser of (A) the amount of the Downward Adjustment that exceeds the amount of the Adjustment Escrow Fund and (B) the then-remaining amount of the Indemnity Escrow Fund. If any amount remains in the Adjustment Escrow Fund after the distribution of the Downward Adjustment to Parent, Parent and the Stockholder Representative will promptly deliver a joint written instruction to the Escrow Agent to effectuate disbursement of the remaining portion amount of such the Adjustment Shortfall AmountEscrow Fund in accordance with Section 3.9(e). (e) Payment of the Upward Adjustment, if any, or release from the Adjustment Escrow Fund for the benefit of the Stockholders, In-the-Money Option Holders, Phantom Equity Participants and Change of Control Bonus Recipients, if any, pursuant to Section 3.9(d) will be paid to the Stockholders, In-the-Money Option Holders, Phantom Equity Participants and Change of Control Bonus Recipients in the percentages set forth under the caption “Percent of Proceeds from Escrow Account and Stockholder Representative Expense Release” on the Closing Date Payments Exhibit. (cf) Purchaser shall cause Except for any payment to an In-the-Money Option Holder, a Phantom Equity Participant or a Change of Control Bonus Recipient that will be distributed by the Paying Agent to, as soon as practicable after Company through the deposit with the Paying Agent of any amount Company’s payroll pursuant to Section 2.8(b) (collectively, “Adjustment Consideration”3.9(e), distribute to each Equityholder the portion all payments required under this Section 3.9 will be made in cash by wire transfer of such Adjustment Consideration actually payable immediately available funds to such Equityholder bank accounts as will be designated in writing by the recipients or, in the case of payments to Stockholders, by the Stockholder Representative. (g) Any payment that is to be made pursuant to Section 2.23.9(e) to an Equity Holder, which is attributable to an Option will, to the extent required by applicable Law, be treated for Tax purposes as a payment, when and if made, of compensation for services and, accordingly, Parent will reduce, or will cause the Company to reduce, each such payment by the amount of any required federal, foreign, provincial, state, or local withholding Taxes payable by the Company or any Subsidiary with respect to such payment. Parent will pay or will cause the Company or such Subsidiary to pay such withholding Taxes to the applicable Governmental Entities as required by Law.