Common use of Merger Consideration Adjustment Clause in Contracts

Merger Consideration Adjustment. (a) No later than one (1) Business Day prior to the Closing, the Company shall deliver to the Acquiror a certificate, executed by the Chief Financial Officer of the Company, setting forth (A) (1) a reasonable, good faith estimate of the Net Debt and unpaid Company Transaction Expenses as of the start of business on the Closing Date, (2) a reasonable, good faith estimate of Closing Working Capital (“Estimated Closing Working Capital”), and (3) a reasonable good faith estimate of the Company’s Stub Taxes, together with such documents and information necessary to verify the amount of Net Debt, Company Transaction Expenses, Estimated Closing Working Capital and the estimate of the Company’s Stub Taxes (the Company shall provide Acquiror with reasonable access to all documents and personnel necessary for reviewing the amounts set forth in the certificate), (B) a schedule setting forth how the Net Merger Consideration will be distributed, including wire instructions in the case of payments to be made at Closing by wire transfer, and (C) the cash statements and the associated reconciliations upon which the estimated Net Debt as of the start of business on the Closing Date was determined. The good faith estimate of the Net Merger Consideration as of the start of business on the Closing Date shall be referred to as the “Closing Estimate.” All such calculations shall be prepared by the Company in accordance with GAAP applied using the same accounting methods, principles, practices and policies that were used in the preparation of the Financial Statements. (b) The Net Merger Consideration will be (i) increased on a dollar-for-dollar basis by the amount by which the Working Capital as of the open of business on the Closing Date (the “Closing Working Capital”) is greater than Target Working Capital, or (ii) decreased on a dollar-for-dollar basis by the amount by which the Closing Working Capital is less than Target Working Capital. (c) The final amounts of Company Transaction Expenses, Net Debt, and Closing Working Capital shall each be determined from a consolidated balance sheet (the “Closing Balance Sheet”) of the Company and its Subsidiaries as of the open of business on the Closing Date. The Closing Balance Sheet shall be prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) applied using the same accounting methods, principles, practices and policies that were used in the preparation of the Financial Statements. Acquiror shall cause the Surviving Corporation to prepare the Closing Balance Sheet and deliver the Closing Balance Sheet to the Stockholder Representative not more than sixty days following the Closing Date. “Delivery Date” means the date on which the Closing Balance Sheet is so delivered. Acquiror and the Stockholder Representative shall, throughout the entire period starting on the Closing Date and ending on the Delivery Date, meet and discuss any and all financial and business matters relating to the preparation of the Closing Balance Sheet.

Merger Consideration Adjustment. (a) No later than one (1) Business Day prior Prior to the ClosingClosing Date, the Company shall deliver to Buyer a written statement (the Acquiror a certificate, executed by the Chief Financial Officer of the Company, “Estimated Closing Statement”) setting forth (Ai) (1) a reasonable, good faith estimate an estimated unaudited consolidated balance sheet of the Net Debt and unpaid Company Transaction Expenses Acquired Companies as of the start of business on the Closing Date, (2) a reasonable, good faith estimate of Closing Working Capital (“Estimated Closing Working Capital”), and (3) a reasonable good faith estimate of the Company’s Stub Taxes, together with such documents and information necessary to verify the amount of Net Debt, Company Transaction Expenses, Estimated Closing Working Capital and the estimate of the Company’s Stub Taxes (the Company shall provide Acquiror with reasonable access to all documents and personnel necessary for reviewing the amounts set forth in the certificate), (B) a schedule setting forth how the Net Merger Consideration will be distributed, including wire instructions in the case of payments to be made at Closing by wire transfer, and (C) the cash statements and the associated reconciliations upon which the estimated Net Debt as of the start of business on the Closing Date was determined. The good faith estimate of the Net Merger Consideration as of the start of business on the Closing Date shall be referred to as the “Closing Estimate.” All such calculations shall be prepared by the Company in accordance with GAAP applied using the same accounting methods, principles, practices and policies that were used in the preparation of the Financial Statements. (b) The Net Merger Consideration will be (i) increased on a dollar-for-dollar basis by the amount by which the Working Capital as of the open close of business on the Closing Date (the “Estimated Closing Balance Sheet”), (ii) its good faith estimate of (A) Closing Working Capital (“Estimated Net Working Capital”) is greater than Target Working Capital, or and (iiB) decreased on a dollar-for-dollar basis by the amount by which the Closing Working Capital is less than Target Working Capital. (c) The final amounts of Company Transaction Expenses, Net Debt, and Closing Working Capital shall each be determined from a consolidated balance sheet Indebtedness (the “Estimated Closing Balance SheetIndebtedness”) and (iii) the Company’s calculation of the Company and its Subsidiaries as of Estimated Adjustment Amount, together with any information that Buyer has reasonably requested to verify the open of business on amounts reflected in the Estimated Closing DateStatement. The Estimated Closing Balance Sheet shall be prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) applied GAAP, using the same accounting methodspractices, principles, practices policies and policies that were methodologies used in the preparation of the Financial Statements. Acquiror shall cause Company’s audited balance sheet for the Surviving Corporation to prepare fiscal year ended December 31, 2016. (b) On or before the Closing Balance Sheet and deliver the Closing Balance Sheet to the Stockholder Representative not more than sixty date that is 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 Acquired Companies of the close of business on the Closing Date (the “Buyer Closing Balance Sheet”), (ii) a calculation of (A) Closing Working Capital (“Buyer Closing Net Working Capital”) and (B) the Closing Indebtedness (the “Buyer Closing Indebtedness”) and (iii) Buyer’s calculation of the Final Adjustment Amount, together with any information that the Securityholder Representative has reasonably requested to verify the amounts reflected in the Closing Statement. The Buyer Closing Balance Sheet shall be prepared in accordance with GAAP, using the same accounting practices, policies and methodologies used in the preparation of the Company’s audited balance sheet for the fiscal year ended December 31, 2016. (c) From the delivery of the Buyer Closing Statement until the determination of Final Closing Net Working Capital and Final Closing Indebtedness in accordance with this Section 3.6(c), Buyer will provide, and cause the Acquired Companies 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 Acquired Companies, and (ii) the financial information, as of the Closing Date, of the Acquired Companies, 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 or Buyer Closing Indebtedness by notifying Buyer of such disagreement in writing, setting forth in reasonable detail the particulars of such disagreement (a “Delivery Date” means 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 and Buyer Closing Indebtedness 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. 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 Closing Balance Sheet is so delivered. Acquiror Independent Accountants, based solely on the provisions of this Agreement and the Stockholder written presentations by the Securityholder Representative shalland Buyer, throughout and not on an independent review, whether and to what extent (if any) the entire period starting calculations of Closing Net Working Capital and/or Closing Indebtedness require adjustment; provided, however, that in resolving any Unresolved Item, the Independent Accountants (A) 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 and (B) may not take oral testimony from the parties hereto or any other Person. 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 Date Net Working Capital and ending on Closing Indebtedness is finally determined in accordance with this Section 3.6(c) is hereinafter referred to as the Delivery “Determination Date.” The Closing Working Capital and Closing Indebtedness, each as finally determined in accordance with this Section 3.6(c), shall be referred to as the “Final Closing Net Working Capital,” and “Final Closing Indebtedness,” respectively. (d) If the Final Adjustment Amount is greater than the Estimated Adjustment Amount, then within five (5) Business Days after the Determination Date, meet Buyer shall pay, or cause to be paid, to each Securityholder an amount in cash equal to (i) the Final Adjustment Amount minus the Estimated Adjustment Amount multiplied by (ii) such Securityholder’s Escrow Pro Rata Share. (e) If the Final Adjustment Amount is less than the Estimated Adjustment Amount, then within five (5) Business Days after the Determination Date, Buyer and discuss any and all financial and business matters relating the Securityholder Representative shall deliver joint written instructions to the preparation Escrow Agent to release to Buyer from the Escrow Fund an amount of cash equal to the Closing Balance SheetEstimated Adjustment Amount minus the Final Adjustment Amount. (f) The parties agree and acknowledge that any payment pursuant to Section 3.6(d) or Section 3.6(e) above will be treated by the parties as an adjustment to the Merger Consideration.

Merger Consideration Adjustment. (a) No later than one The Merger Consideration will be adjusted as of the Closing Date as follows: (1i) Business Day prior to If on the ClosingClosing Date, the Company’s cash on hand exceeds the sum of the Company’s total debt outstanding under the Convertible Notes and Credit Agreement, the Base Consideration will be increased by the amount of such excess. If on the Closing Date, the Company’s cash on hand is less than the sum of the Company’s total debt outstanding under the Convertible Notes and Credit Agreement, the Base Consideration will be decreased by the amount of such shortfall; and (ii) If on the Closing Date, the Estimated Net Working Capital (as defined below) of the Company, exclusive of the items covered in (i) above, exceeds the Target Net Working Capital (as defined below), the Base Consideration will be increased by the amount of the excess. If on the Closing Date, the Estimated Net Working Capital of the Company is less than the Target Net Working Capital, the Base Consideration will be decreased by the amount of such shortfall. The Company shall deliver to Alarm not less than three (3) Business Days prior to the Acquiror a certificate, executed by the Chief Financial Officer anticipated Closing Date an estimated balance sheet of the Company, setting Company prepared as of a date within three (3) Business Days of the anticipated Closing Date that sets forth (A) (1) a reasonable, good faith estimate of the Closing Net Debt and unpaid Company Transaction Expenses Working Capital as of the start anticipated Closing Date determined in accordance with the definition of business on “Net Working Capital” (the Closing Date, (2) a reasonable, good faith estimate of Closing Working Capital (“Estimated Closing Net Working Capital”)) and which estimate is consented to by Alarm, and (3) a reasonable good faith estimate of the Company’s Stub Taxes, together with such documents and information necessary to verify the amount of Net Debt, Company Transaction Expenses, Estimated Closing Working Capital and the estimate of the Company’s Stub Taxes (the Company which consent shall provide Acquiror with reasonable access to all documents and personnel necessary for reviewing the amounts set forth in the certificate), (B) a schedule setting forth how the Net Merger Consideration will not be distributed, including wire instructions in the case of payments to be made at Closing by wire transfer, and (C) the cash statements and the associated reconciliations upon which the estimated Net Debt as of the start of business on the Closing Date was determined. The good faith estimate of the Net Merger Consideration as of the start of business on the Closing Date shall be referred to as the “Closing Estimate.” All such calculations shall be prepared by the Company in accordance with GAAP applied using the same accounting methods, principles, practices and policies that were used in the preparation of the Financial Statementsunreasonably withheld. (b) The Within ninety (90) days following the Closing Date, Alarm shall, or shall cause the Surviving Corporation to, prepare and deliver to the Stockholder Representative a statement of the Net Merger Consideration will be (i) increased on a dollar-for-dollar basis by the amount by which the Working Capital as of the open end of business on the Business Day immediately preceding the Closing Date (the “Closing Net Working Capital”) is greater than Target ). “Net Working Capital, or (ii) decreased on a dollar-for-dollar basis by ” means the amount by which the Closing Working Capital is less than Target Working Capital. (c) The final amounts of Company Transaction Expensesaccounts receivable, Net Debtpre-paid expenses, inventory and Closing Working Capital shall each be determined from a consolidated balance sheet (the “Closing Balance Sheet”) of the Company and its Subsidiaries as of the open of business on the Closing Date. The Closing Balance Sheet shall be prepared other current assets, calculated in accordance with GAAP (which for purposes hereof shall be deemed not to apply GAAP, exceeds accounts payable, accrued expenses, warrant liability if such warrant liability exists post-Closing, deferred revenues to the calculation of Taxes nor extent the Company is obligated to require provide services post-Closing and, to the inclusion of footnotesextent not paid directly by Alarm pursuant to Section 2.2(b)(iii) applied using hereof, the same accounting methods, principles, practices fees and policies that were used in the preparation expenses of the Financial Statements. Acquiror shall cause the Surviving Corporation to prepare the Closing Balance Sheet and deliver the Closing Balance Sheet to the Stockholder Representative not more than sixty days following the Closing Date. “Delivery Date” means the date on which the Closing Balance Sheet is so delivered. Acquiror Stockholders and the Stockholder Representative shallCompany payable in connection with the negotiation, throughout execution and delivery of this Agreement or the entire period starting transactions contemplated hereby, (including, without limitation, fees and expenses of counsel and any financial advisors) but excluding cash on hand and total debt outstanding under the Closing Date Convertible Notes and ending on the Delivery DateCredit Agreement, meet and discuss any and all financial and business matters relating to the preparation of the Closing Balance Sheetcalculated in accordance with GAAP.

Merger Consideration Adjustment. (a) No later than one (1) Business Day prior to the Closing90th calendar day following the Closing Date, the Company Parent shall deliver to the Acquiror Stockholder Representative a certificatestatement (the “Final Net Working Capital Certificate”), executed certified as true and correct as of such date by an authorized representative of Parent, setting forth in reasonable detail, using the same methodologies and accounting practices and principles applied on a consistent basis by the Chief Financial Officer Company prior to the Closing as the line items comprising the Closing Net Working Capital as set forth in the definition of Closing Net Working Capital, Parent’s good faith calculation of (i) the Closing Net Working Capital and the Net Working Capital Shortfall or the Net Working Capital Surplus, as applicable, (ii) the Closing Indebtedness and Closing Cash, and (iii) the Transaction Expenses unpaid as of the Closing, and the calculation of the difference between such items detailed in clause (i) through (iii), as applicable, in the Spreadsheet and in the Final Net Working Capital Certificate, if any. Upon reasonable request, Parent will provide the Stockholder Representative and its advisors reasonable access to the relevant financial records of the Company, setting forth (A) (1) a reasonableincluding relevant work papers and back-up materials and such other information and materials as reasonably requested by the Stockholder Representative, good faith estimate that are relevant to the determination of the amounts set forth in Final Net Debt and unpaid Company Transaction Expenses as Working Capital Certificate until the 30th calendar day following the receipt by the Stockholder Representative of the start of business on the Closing Date, (2) a reasonable, good faith estimate of Closing Final Net Working Capital (“Estimated Closing Working Capital”), Certificate and (3) a reasonable good faith estimate during the Accounting Arbitrator process. If the Stockholder Representative disagrees with any of the Company’s Stub Taxes, together with such documents and information necessary to verify the amount of Net Debt, Company Transaction Expenses, Estimated Closing Working Capital and the estimate of the Company’s Stub Taxes (the Company shall provide Acquiror with reasonable access to all documents and personnel necessary for reviewing the amounts set forth in the certificateFinal Net Working Capital Certificate, the Stockholder Representative shall notify Parent of such disagreement by the 30th calendar day following receipt by the Stockholder Representative of the Final Net Working Capital Certificate, which written notice shall set forth each such disagreement in reasonable detail (“Disagreement Notice”). If the Stockholder Representative fails to deliver a Disagreement Notice by such time, (B) a schedule setting the Stockholder Representative shall be deemed to have accepted the amounts set forth how the Net Merger Consideration will be distributed, including wire instructions in the case of payments Final Net Working Capital Certificate as delivered by Parent. The Stockholder Representative and Parent shall negotiate in good faith to be made at Closing by wire transferresolve any such disagreement, and (C) any resolution agreed to in writing by the cash statements Stockholder Representative and the associated reconciliations upon which the estimated Net Debt as Parent shall be final and binding. The date of any express or deemed acceptance of the start Final Net Working Capital Certificate or the final resolution of business on all disputes in regard thereto pursuant to this Section 1.7 shall be the Closing Date was determined. The good faith estimate “Determination Date.” (b) If the Stockholder Representative and Parent are unable to resolve any disagreement as contemplated by this Section 1.7 by the 30th calendar day following receipt by Parent of a Disagreement Notice, the Stockholder Representative and Parent shall jointly select a mutually acceptable third party from the Israeli offices of one of the Net Merger Consideration as of “big four” certified public accounting firm to resolve such disagreement (the start of business on the Closing Date firm so retained shall be referred to herein as the “Closing Estimate.” All Accounting Arbitrator”), which in the absence of an agreement during such calculations thirty (30) day period shall be prepared by Deloitte. The Stockholder Representative and Parent shall instruct the Company Accounting Arbitrator to accept all items and amounts that are not subject to unresolved disputes in accordance with GAAP applied using the same accounting methods, principles, practices this Section 1.7 and policies that were used to resolve only those items and amounts set forth in the preparation of the Financial Statements. (b) The Final Net Merger Consideration will be (i) increased on a dollar-for-dollar basis by the amount by Working Capital Certificate as to which the Working Capital as of Stockholder Representative has disagreed pursuant to a Disagreement Notice and the open of business on the Closing Date (the “Closing Working Capital”) is greater than Target Working Capital, or (ii) decreased on a dollar-for-dollar basis by the amount by which the Closing Working Capital is less than Target Working Capital. (c) The final amounts of Company Transaction Expenses, Net Debt, Stockholder Representative and Closing Working Capital shall each be determined from a consolidated balance sheet (the “Closing Balance Sheet”) of the Company and its Subsidiaries as of the open of business on the Closing Date. The Closing Balance Sheet shall be prepared Parent have not resolved their disagreement in accordance with GAAP (which for purposes hereof this Section 1.7. The Stockholder Representative and Parent shall be deemed not afforded the opportunity to apply present to the calculation of Taxes nor Accounting Arbitrator any material related to require the inclusion of footnotes) applied using disputed items and to discuss the same accounting methods, principles, practices issues with the Accounting Arbitrator. The Stockholder Representative and policies that were used in the preparation of the Financial Statements. Acquiror Parent shall use commercially reasonable efforts to cause the Surviving Corporation Accounting Arbitrator to prepare the Closing Balance Sheet and deliver the Closing Balance Sheet to the Stockholder Representative not more than sixty days following and Parent, as promptly as practicable, a written report setting forth the resolution of any disagreement determined in accordance with the terms of this Agreement. In making its determination, the Accounting Arbitrator shall (i) be bound by the definition of Closing Net Working Capital, Closing Cash, Closing Indebtedness and Transaction Expenses and shall use the same methodologies and accounting practices and principles applied on a consistent basis by the Company prior to the Closing Date. “Delivery Date” means as the date on which line items comprising the Closing Balance Sheet Net Working Capital, Closing Cash, Closing Indebtedness or Transaction Expenses as set forth in the respective definitions of such terms under this Agreement, and (ii) not assign any value with respect to a disputed amount that is so delivered. Acquiror and greater than the highest value for such amount claimed by either the Stockholder Representative shallor Parent or that is less than the lowest value for such amount claimed by either the Stockholder Representative or Parent. Such report shall be final and binding and judgment may be entered on such determination of the Accounting Arbitrator in any court having jurisdiction over the party against which such determination is to be enforced and either party may seek specific enforcement or take other necessary legal action to enforce any decision under this Section 1.7(b). The Stockholder Representative, throughout the entire period starting on the Closing Date one hand, and ending Parent, on the Delivery Dateother hand, meet shall each bear fifty percent (50%) of the fees, costs and discuss any expenses of the Accounting Arbitrator, except in case of fraud or willful misconduct of either Parent or the Stockholder Representative, in which case such party shall be responsible for hundred percent (100%) of such fees, costs and all financial expenses. The portion of the fees, costs and business matters relating expenses of the Accounting Arbitrator, which is deemed attributable to the preparation Representative (solely on behalf of the Closing Balance SheetIndemnifying Parties) shall paid out of the Expense Fund.

Merger Consideration Adjustment. (a) No later than one At least two (12) Business Day Days prior to the ClosingClosing Date, the Company shall deliver to Parent a certificate (the Acquiror a certificate“Initial Closing Date Statement”), executed by the Chief Financial Officer of the Company, setting forth (A) (1) a reasonable, good faith estimate estimates of the Net Debt and unpaid Company Transaction Expenses (i) Cash as of the start Measurement Time (the “Estimated Cash”) and (ii) Working Capital as of business on the Measurement Time (the “Estimated Working Capital”). (b) Subsequent to the Closing and subject to Section 2.12(g), the Estimated Merger Consideration shall be increased or decreased as follows: (i) minus the amount (if any) by which Estimated Cash exceeds the Final Cash, or plus the amount (if any) by which Final Cash exceeds Estimated Cash; and (ii) minus the amount (if any) by which the Estimated Working Capital exceeds the Final Working Capital, or plus the amount (if any) by which Final Working Capital exceeds Estimated Working Capital. The Estimated Merger Consideration, as so increased or decreased in accordance with this Section 2.12(b), shall be the “Final Merger Consideration” hereunder. (c) As soon as reasonably practicable, but not later than thirty (30) calendar days after the Closing Date, the Representative shall (2i) prepare a reasonable, good faith estimate statement of Closing Working Capital (“Estimated Closing the calculation of Cash and Working Capital, in each case as of the Measurement Time, together with calculations of the Final Merger Consideration (the “Closing Date Statement”), and (3ii) a reasonable good faith estimate of the Company’s Stub Taxes, together with such documents and information necessary to verify the amount of Net Debt, Company Transaction Expenses, Estimated Closing Working Capital and the estimate of the Company’s Stub Taxes (the Company shall provide Acquiror with reasonable access to all documents and personnel necessary for reviewing the amounts set forth in the certificate), (B) a schedule setting forth how the Net Merger Consideration will be distributed, including wire instructions in the case of payments to be made at Closing by wire transfer, and (C) the cash statements and the associated reconciliations upon which the estimated Net Debt as of the start of business on deliver the Closing Date was determined. The good faith estimate of the Net Merger Consideration as of the start of business on the Closing Date shall be referred Statement to as the “Closing Estimate.” All such calculations shall be prepared by the Company in accordance with GAAP applied using the same accounting methods, principles, practices and policies that were used in the preparation of the Financial Statements. (b) The Net Merger Consideration will be (i) increased on a dollar-for-dollar basis by the amount by which the Working Capital as of the open of business on the Closing Date (the “Closing Working Capital”) is greater than Target Working Capital, or (ii) decreased on a dollar-for-dollar basis by the amount by which the Closing Working Capital is less than Target Working Capital. (c) The final amounts of Company Transaction Expenses, Net Debt, and Closing Working Capital shall each be determined from a consolidated balance sheet (the “Closing Balance Sheet”) of the Company and its Subsidiaries as of the open of business on the Closing DateParent. The Closing Balance Sheet Date Statement shall be prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to applied on a basis consistent with the calculation of Taxes nor to require the inclusion of footnotes) applied using the same accounting methodsmethodologies, principlespolicies, practices practices, classifications, judgments, estimation techniques, assumptions and policies that were principles used in the preparation of the Financial Statements. Acquiror shall cause the Surviving Corporation to prepare the Closing Balance Sheet and deliver the Closing Balance Sheet to the Stockholder Representative not more than sixty days following the Closing Date. “Delivery Date” means the date on which the Closing Balance Sheet is so delivered. Acquiror and the Stockholder Representative shall, throughout the entire period starting on the Closing Date and ending on the Delivery Date, meet and discuss any and all financial and business matters relating to . (d) In connection with the preparation of the Closing Balance SheetDate Statement, Parent shall permit the Representative and its representatives reasonable access to books and records, personnel, and facilities of the Company to permit it to prepare the Closing Date Statement. Parent shall have the right to review the work papers of the Representative underlying or utilized in preparing the Closing Date Statement and the calculation of the Final Merger Consideration to the extent reasonably necessary to verify the accuracy and fairness of the presentation of the Closing Date Statement and calculation of the Final Merger Consideration in conformity with this Agreement. (e) Within thirty (30) calendar days after its receipt of the Closing Date Statement, Parent shall either inform the Representative in writing that the Closing Date Statement is acceptable or object thereto in writing, setting forth a specific description of each of its objections. If Parent so objects and the parties do not resolve such objections on a mutually agreeable basis within thirty (30) calendar days after the Representative’s receipt of Parent’s objections, the remaining disputed items shall be resolved within an additional thirty (30) calendar days by Deloitte & Touche LLP or another mutually agreed accounting firm (the “Referral Firm”). Parent shall make available to the Representative (upon request following the

Merger Consideration Adjustment. (a) No later than one (1) Business Day prior Prior to the Closing, the Company shall deliver prepare, in consultation with Parent Bank and Parent, and at least five (5) business days prior to the Acquiror a certificate, executed by the Chief Financial Officer of the Company, setting forth (A) (1) a reasonable, good faith estimate of the Net Debt and unpaid Company Transaction Expenses as of the start of business on the Closing Date, (2) the Company shall deliver to Parent Bank and Parent a reasonable, good faith estimate calculation of (i) the estimated amount of the Adjusted Closing Working Capital Tangible Book Value (the “Estimated Adjusted Closing Tangible Book Value”) and (ii) the estimated Cash Consideration (the “Estimated Cash Consideration”) (collectively, the “Estimated Closing Working CapitalStatement”). At least ten (10) business days prior to the delivery of the Estimated Closing Statement to Parent Bank and Parent, the Company shall provide a draft of the Estimated Closing Statement and reasonable supporting detail to Parent Bank and Parent for their review, and the Company shall reasonably consider any comments of Parent Bank and Parent or their respective representatives thereto and revise the draft of the Estimated Closing Statement to reflect any reasonable revisions proposed by Parent Bank or Parent. At least ten (310) business days prior to the delivery of the Estimated Closing Statement (as such term is defined in the Bank Merger Agreement) (the “Bank Estimated Closing Statement”) to Parent Bank, the Company shall provide a draft of the Bank Estimated Closing Statement and reasonable supporting detail to Parent Bank and Parent for their review, and the Company shall reasonably consider any comments of Parent Bank and Parent or their respective representatives thereto and revise the draft of the Bank Estimated Closing Statement to reflect any reasonable revisions proposed by Parent Bank and Parent. During the preparation by the Company of the Estimated Closing Statement and the Bank Estimated Closing Statement and after the delivery of the Estimated Closing Statement and the Bank Estimated Closing Statement, Parent Bank and Parent and their respective representatives shall have a reasonable good faith estimate opportunity to review and to discuss with the Company and its representatives (a) the Company’s and Company Bank’s working papers and the working papers of the Company’s Stub Taxesand Company Bank’s independent accountants, together with such documents and information necessary if any, relating to verify the amount of Net Debt, Company Transaction Expenses, Estimated Closing Working Capital and the estimate of the Company’s Stub Taxes (the Company shall provide Acquiror with reasonable access to all documents and personnel necessary for reviewing the amounts set forth in the certificate), (B) a schedule setting forth how the Net Merger Consideration will be distributed, including wire instructions in the case of payments to be made at Closing by wire transfer, and (C) the cash statements and the associated reconciliations upon which the estimated Net Debt as of the start of business on the Closing Date was determined. The good faith estimate of the Net Merger Consideration as of the start of business on the Closing Date shall be referred to as the “Closing Estimate.” All such calculations shall be prepared by the Company in accordance with GAAP applied using the same accounting methods, principles, practices and policies that were used in the preparation of the Financial StatementsEstimated Closing Statement and the Bank Estimated Closing Statement and the calculation of the Estimated Adjusted Closing Tangible Book Value and Estimated Tangible Book Value (as defined in the Bank Merger Agreement) after signing customary confidentiality and hold harmless agreements with such independent accountants relating to such access to working papers in form and substance reasonably acceptable to such independent accountants, as well as (b) the relevant books and records of the Company and its Subsidiaries, including Company Bank; and the Company and its representatives shall reasonably assist Parent Bank, Parent and their respective representatives in their review of the Estimated Closing Statement and the Bank Estimated Closing Statement and the preparation thereof and reasonably cooperate with respect thereto; provided that in no event shall the foregoing rights of Parent Bank and Parent delay the Closing Date. (b) The Net Merger Consideration will be (i) increased on a dollar-for-dollar basis by the amount by which the Working Capital As soon as of the open of business on reasonably practicable after the Closing Date Date, and in any event within ninety (90) days after the Closing Date, Parent shall prepare and deliver to the Stockholder and Parent Bank a statement (the “Closing Working CapitalStatement”) is greater than Target Working Capital, or that shall set forth a calculation of (i) the Adjusted Closing Tangible Book Value and (ii) decreased on a dollar-for-dollar basis by the amount by which Cash Consideration. At least ten (10) business days prior to the delivery of the Closing Working Capital Statement to the Stockholder and Parent Bank, Parent shall provide a draft of the Closing Statement and reasonable supporting detail to Parent Bank for its review, and Parent shall reasonably consider any comments of Parent Bank or its representatives thereto and revise the draft of the Closing Statement to reflect any reasonable revisions proposed by Parent Bank. At least ten (10) business days prior to the delivery of the Closing Statement (as such term is less than Target Working Capitaldefined in the Bank Merger Agreement) (the “Bank Closing Statement”) to Parent pursuant to the Bank Merger Agreement, Parent Bank shall provide a draft of the Bank Closing Statement and reasonable supporting detail to Parent for its review, and Parent Bank shall reasonably consider any comments of Parent or its representatives thereto and revise the draft of the Bank Closing Statement to reflect any reasonable revisions proposed by Parent. (c) The final amounts During the thirty (30) days immediately following the later of Company Transaction Expenses, Net Debt, (i) the receipt by the Stockholder and Parent Bank of the Closing Working Capital shall each be determined from a consolidated balance sheet Statement and (ii) the receipt by Parent of the Bank Closing Statement (the “Closing Balance SheetAdjustment Review Period”) of ), the Company Stockholder, Parent Bank and its Subsidiaries as of the open of business on the Closing Date. The Closing Balance Sheet their respective representatives shall be prepared in accordance with GAAP (which for purposes hereof shall be deemed not permitted to apply to the calculation of Taxes nor to require the inclusion of footnotes) applied using the same accounting methods, principles, practices and policies that were used in the preparation of the Financial Statements. Acquiror shall cause the Surviving Corporation to prepare the Closing Balance Sheet and deliver the Closing Balance Sheet to the Stockholder Representative not more than sixty days following the Closing Date. “Delivery Date” means the date on which the Closing Balance Sheet is so delivered. Acquiror review Parent’s working papers and the Stockholder Representative shallworking papers of Parent’s independent accountants, throughout the entire period starting on the Closing Date and ending on the Delivery Dateif any, meet and discuss any and all financial and business matters relating to the preparation of the Closing Balance SheetStatement and the calculation of the Adjusted Closing Tangible Book Value, after signing customary confidentiality and hold harmless agreements 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 Parent with respect to the Company, and Parent shall, and shall cause its representatives to, assist the Stockholder, Parent Bank and their respective representatives in their review of the Closing Statement and reasonably cooperate with respect thereto. During the Adjustment Review Period, the Stockholder and Parent and their respective representatives shall be permitted to review Parent Bank’s working papers and the working papers of Parent Bank’s independent accountants, if any, relating to the preparation of the Bank Closing Statement and the calculation of the Closing Tangible Book Value, after signing customary confidentiality and hold harmless agreements 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 Parent Bank with respect to the Company Bank, and Parent Bank shall, and shall cause its representatives to, assist the Stockholder, Parent and their respective representatives in their review of the Bank Closing Statement and reasonably cooperate with respect thereto. The Stockholder or Parent Bank shall notify Parent in writing (the “Notice of Adjustment Disagreement”) prior to the expiration of the Adjustment Review Period if the Stockholder or Parent Bank disagrees with any portion of the Closing Statement. Parent shall notify Parent Bank in writing prior to the expiration of the Adjustment Review Period if Parent disagrees with any portion of the Bank Closing Statement, which notice shall constitute a “Notice of Adjustment Disagreement” for purposes of the Bank Merger Agreement (such notice by Parent hereunder, and any “Notice of Adjustment Disagreement” thereunder given in accordance with the provisions thereof by Parent or the Stockholder, a “Bank Notice of Adjustment Disagreement”). A Notice of Adjustment Disagreement or Bank Notice of Adjustment Disagreement shall set forth in reasonable detail the basis for such disagreement, the amounts involved and the notifying party’s adjustments to the Closing Statement or Bank 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 Parent Bank and the Stockholder and shall become final and binding upon the parties hereto and to the Bank Merger Agreement. If no Bank Notice of Adjustment Disagreement is received by Parent Bank on or prior to the expiration date of the Adjustment Review Period, then the Bank Closing Statement and all amounts set forth therein shall be deemed to have been accepted by Parent and the Stockholder and shall become final and binding upon the parties to the Bank Merger Agreement. During the thirty (30) days immediately following the later of the timely delivery of a Notice of Adjustment Disagreement and a Bank Notice of Adjustment Disagreement, if any, (the “Adjustment Resolution Period”), Parent, the Stockholder and Parent Bank shall seek in good faith to resolve any disagreement that any of them may have with respect to the matters specified in such Notice of Adjustment Disagreement or Bank Notice of Adjustment Disagreement. Any items relating to the Closing Statement agreed to by each of the Stockholder, Parent and Parent Bank in writing, together with any items relating to the Closing Statement not disputed or objected to by either the Stockholder or Parent Bank in a Notice of Adjustment Disagreement, are collectively referred to herein as the “Resolved Matters”. Any items relating to the Bank Closing Statement agreed to by each of the Stockholder, Parent and Parent Bank in writing, together with any items relating to the Bank Closing Statement not disputed or objected to by either the Stockholder or Parent in a Bank Notice of Adjustment Disagreement, are collectively referred to herein as the “Bank 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 a Notice of Adjustment Disagreement or a Bank Notice of Adjustment Disagreement, the Stockholder, Parent and Parent Bank shall refer all matters that remain in dispute with respect to the Notice of Adjustment Disagreement (the “Unresolved Matters”) or the Bank Notice of Adjustment Disagreement (the “Bank Unresolved Matters”) to an independent certified public accounting firm in the United States of national recognition mutually agreeable to the Stockholder, Parent and Parent Bank (the “Independent Accountant”) as promptly as practicable. In the event the Stockholder, Parent and Parent Bank are unable to reasonably agree to an Independent Accountant within fifteen (15) days after the end of the Adjustment Resolution Period, 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 in its sole discretion, (y) a certified public accounting firm in the United States appointed by Parent in its sole discretion and (z) a certified public accounting firm in the United States appointed by Parent Bank 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 and to the Bank Merger Agreement, of the appropriate amount of each of the Unresolved Matters and Bank Unresolved Matters. With respect to each Unresolved Matter and Bank Unresolved Matter, such determination, if not in accordance with the position of the Stockholder, Parent or Parent Bank, shall not be in excess of the highest, nor less than the lowest, of the amounts advocated (i) by the Stockholder or Parent Bank in a Notice of Adjustment Disagreement or Parent in the Closing Statement with respect to such Unresolved Matter and (ii) by the Stockholder or Parent in a Bank Notice of Adjustment Disagreement or Parent Bank in the Bank Closing Statement with respect to such Bank Unresolved Matter. For the avoidance of doubt, the Independent Accountant shall not review any line items in the Closing Statement or Bank Closing Statement or make any determination with respect to any matter other than the Unresolved Matters and Bank Unresolved Matters. During the review by the Independent Accountant, Parent Bank, the Stockholder and Parent 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(c) and under Section 2.4(c) of the Bank Merger Agreement; provided, however, that the independent accountants of Parent Bank, the Stockholder or Parent 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 split equally between the party or parties that have submitted a Notice of Adjustment Disagreement under this Agreement or a Bank Notice of Adjustment Disagreement under the Bank Merger Agreement that has resulted in one or more Unresolved Matters or Bank Unresolved Matters. With respect to any Unresolved Matter and Bank Unresolved Matter that involves the same or substantially similar line items in the Closing Statement or Bank Closing Statement, or any other matters that are the same or substantially related as between the Closing Statement and the Bank Closing Statement, the Independent Accountant shall make a consistent determination with respect thereto. Any amounts, line items and calculations included in Tangible Book Value (as defined in the Bank Merger Agreement) or Adjusted Closing Tangible Book Value that involve the same or substantially similar items or determinations as those made by the Independent Valuation Firm and set forth in the Independent Valuation Firm Initial Closing Statement, as modified by the Independent Valuation Firm Final Closing Statement, shall be consistent with the determinations and calculations of the Independent Valuation Firm, and none of the parties to this Agreement or the Bank Merger Agreement shall dispute any such amounts determined by the Independent Valuation Firm in any submission to the Independent Accountant.

Merger Consideration Adjustment. The Merger Consideration shall be adjusted upward or downward, on a dollar-for-dollar basis, as set forth below: (a) No later Not less than one two (12) Business Day Days prior to the Closing, the Company shall prepare and deliver to Buyer the Acquiror a certificate, executed by the Chief Financial Officer of the Company, setting Estimated Closing Certificate that shall set forth (Ai) (1) a reasonable, good faith estimate of the Net Debt and unpaid Company Transaction Expenses an unaudited balance sheet as of the start close of business on the day immediately preceding the Closing Date, Date and (2ii) a reasonable, good faith estimate of Closing Working Capital (“Estimated Closing Working Capital”), and (3) a reasonable good faith estimate of the Company’s Stub Taxes, together with such documents and information necessary to verify calculation of (A) the amount of Net Debt, Company Transaction Expenses, Estimated Closing Working Capital and (calculated in accordance with the estimate Net Working Capital Schedule) as of the Company’s Stub Taxes close of business on the day immediately preceding the Closing Date (the Company shall provide Acquiror with reasonable access to all documents and personnel necessary for reviewing the amounts set forth in the certificate“Estimated Net Working Capital”), (B) a schedule setting forth how the Net Merger Consideration will be distributed, including wire instructions in the case of payments to be made at Closing by wire transfer, and (C) the cash statements and the associated reconciliations upon which the estimated Net Debt Cash as of the start close of business on the day immediately preceding the Closing Date was determined. The good faith estimate prior to giving effect to the Merger (the “Estimated Cash”) and the Company’s calculation of Target Cash, (C) Debt of the Net Merger Consideration Company as of the start Closing Date, including estimated Payoff Amounts (the “Estimated Debt”) and (D) Transaction Expenses of business the Company (the “Estimated Transaction Expenses”), which Estimated Closing Certificate and the information set forth therein shall be acceptable to Buyer in its reasonable discretion. Subject to adjustment as set forth in this Section 2.7, the Merger Consideration shall be calculated at Closing based on the Estimated Closing Date shall be referred to as Certificate and the “Closing Estimate.” All such calculations shall be prepared by the Company in accordance with GAAP applied using the same accounting methodsEstimated Net Working Capital, principlesEstimated Cash, practices Estimated Debt and policies that were used in the preparation of the Financial StatementsEstimated Transaction Expenses set forth therein. (b) The Net Merger Consideration will be Not later than 5:00 p.m., Atlanta, Georgia time, on the day that is thirty (30) days after the Closing Date, Buyer (with the Representative’s cooperation and assistance) shall prepare and deliver to the Representative a certificate (the “Buyer Certificate”) providing (i) increased on a dollar-for-dollar basis by the amount by which the Working Capital an unaudited balance sheet as of the open close of business on the day immediately preceding the Closing Date (the “Closing Balance Sheet”), (ii) Buyer’s calculations, based on the Closing Balance Sheet and Net Working Capital Schedule, of Net Working Capital as of the close of business immediately prior to the Closing Date (the “Actual Net Working Capital”), (iii) is greater than Cash as of the close of business on the day immediately preceding the Closing Date (“Actual Cash”) and Buyer’s calculation of Target Cash, (iv) Debt of the Company as of the Closing, including the Payoff Amount (“Actual Debt”), and Transaction Expenses of the Company as of the Closing (the “Actual Transaction Expenses”) and (v) the amount, if any, by which the Merger Consideration calculated by replacing Estimated Net Working Capital, or (ii) decreased on a dollar-for-dollar basis by Estimated Cash, Estimated Debt and Estimated Transaction Expenses and the amount by which the Closing Company’s calculation of Target Cash with, respectively, Actual Net Working Capital Capital, Actual Cash, Actual Debt and Actual Transaction Expenses and Buyer’s calculation of Target Cash, is less than Target Working Capitalor greater than the calculation of Merger Consideration at the Closing. (c) The On or prior to 5:00 p.m., Atlanta, Georgia time on the day that is fifteen (15) days following Buyer’s delivery of the Buyer Certificate, the Representative may give Buyer written notice stating in reasonable detail the Representative’s objections (an “Objection Notice”) to Buyer’s determination of the Actual Net Working Capital, Actual Cash, Actual Debt or Actual Transaction Expenses and Buyer’s calculation of Target Cash. Any Objection Notice shall specify in reasonable detail the dollar amount of any objection and the basis therefor, but if the parties do not agree on any matter raised in the Objection Notice, the Accounting Firm engaged to resolve the issue shall not be subject to any restriction or limitation with respect to its review but may, consistent with accepted accounting or auditing standards, review any related items as well. If the Representative does not give Buyer an Objection Notice within such fifteen (15) day period, then the Closing Balance Sheet, Actual Net Working Capital, Actual Cash, Actual Debt and Actual Transaction Expenses and Target Cash as determined by Buyer in the Buyer Certificate will be conclusive and binding upon Buyer, the Representative and the Company Stockholders and will constitute the final amounts determination of Company Transaction ExpensesActual Net Working Capital, Net Actual Cash, Actual Debt, Actual Transaction Expenses and Closing Working Capital Target Cash solely for purposes of this Section 2.7. (d) Following Buyer’s receipt of any Objection Notice, if any, the Representative and Buyer shall each be determined from attempt to negotiate in good faith to resolve such dispute for a consolidated balance sheet period of fifteen (15) Business Days. In the event that the Representative and Buyer fail to agree on any of the Representative’s proposed adjustments set forth in the Objection Notice within such fifteen (15) Business Day period, the Representative and Buyer agree to engage Xxxxxxx and Xxxxxx, LLC (the “Closing Balance SheetAccounting Firm”), and shall use their commercially reasonable efforts to cause the Accounting Firm to make its final determination of Actual Net Working Capital, Actual Cash, Actual Debt, Actual Transaction Expenses and Target Cash (to the extent subject to dispute), in accordance with the terms of this Agreement, within the thirty (30) day period immediately following such engagement. Buyer and the Representative each shall provide the Accounting Firm with its respective determinations of Actual Net Working Capital, Actual Cash, Actual Debt, Actual Transaction Expenses and Target Cash, as well as all supporting documentation reasonably required by the Accounting Firm. The Accounting Firm shall render a written decision as to each disputed matter set forth in the Objection Notice, including a statement in reasonable detail of the basis for its decision. Neither the Company, the Buyer, the Merger Sub nor the Representative shall have or conduct any communication, either written or oral, relating to the subject matter of the Accounting Firm’s engagement hereunder with the Accounting Firm without the other parties either being present or receiving a concurrent copy of any written communication. The Accounting Firm shall conduct its review, resolve all disputes and, to the extent necessary, compute the final Actual Net Working Capital, Actual Cash, Actual Debt, Actual Transaction Expenses and Target Cash in accordance with this Agreement. In resolving any disputed item, the Accounting Firm shall be bound by the principles set forth in this Section 2.7. The determination of Actual Net Working Capital, Actual Cash, Actual Debt, Actual Transaction Expenses and Target Cash by the Accounting Firm shall be final and binding on the Buyer, the Representative and the Company Stockholders. The fees and expenses of the Accounting Firm shall be allocated between Buyer and the Representative (solely on behalf of the Company and its Subsidiaries as Stockholders) so that the Representative shall be responsible for that portion of the open fees and expenses equal to such fees and expenses multiplied by a fraction, the numerator of business on which is the Closing Date. The Closing Balance Sheet aggregate dollar value of issues in dispute submitted to the Accounting Firm that are resolved in a manner further from the position submitted to the Accounting Firm by the Representative and closer to the position submitted to the Accounting Firm by Buyer (as finally determined by the Accounting Firm), and the denominator of which is the total dollar value of the issues in dispute so submitted, and Buyer shall be prepared in accordance with GAAP (which responsible for purposes hereof the remainder of such fees and expenses. Any portion of the Accounting Firm’s fees and expenses payable hereunder by the Representative shall be deemed not to apply to paid from the calculation of Taxes nor to require the inclusion of footnotes) applied using the same accounting methods, principles, practices and policies that were used Representative Escrow Amount in the preparation of Escrow Account, or, if such amount is insufficient, from the Financial StatementsCompany Stockholders. Acquiror shall cause Following the Surviving Corporation to prepare the Closing Balance Sheet and deliver the Closing Balance Sheet to the Stockholder Representative not more than sixty days following the Closing Date. “Delivery Date” means the date on which the Closing Balance Sheet is so delivered. Acquiror and the Stockholder Representative shall, throughout the entire period starting on the Closing Date and ending on the Delivery Date, meet and discuss any and all financial and business matters relating to the preparation final determination of the Closing Balance Sheet, Actual Net Working Capital, Actual Cash, Actual Debt, Actual Transaction Expenses and Target Cash in accordance with this Section 2.7(d) or Section 2.7(c) above, the Merger Consideration shall be recalculated by replacing Estimated Net Working Capital, Estimated Cash, Estimated Debt, Estimated Transaction Expenses and Target Cash calculated at Closing with, respectively, Actual Net Working Capital, Actual Cash, Actual Debt, Actual Transaction Expenses and Target Cash, in each case as finally determined in accordance with this Section 2.7 (the “Final Merger Consideration”). (e) Upon the determination of Final Merger Consideration, if the Final Merger Consideration is less than the Merger Consideration calculated at Closing, then the Company Stockholders, severally and not jointly, shall promptly (and in any event within five (5) Business Days of such final determination) each pay to the Buyer such Company Stockholder’s Pro Rata Portion of the amount of such deficit; provided that Buyer, in its sole and absolute discretion, may cause the Escrow Agent to pay to the Buyer an amount equal to all or any part of such deficit from the Indemnification Escrow Amount in the Escrow Account. In the event the Buyer elects to be paid for all or part of such deficit from the Indemnification Escrow Amount in the Escrow Account, the Buyer and the Representative (at the Buyer’s request) shall deliver joint instructions to the Escrow Agent to pay such amount to the Buyer in accordance with Section 1.3(a) of the Escrow Agreement. Upon the determination of the Final Merger Consideration, if the Final Merger Consideration is more than the Merger Consideration calculated at Closing, then the Buyer shall promptly (and in any event within five (5) Business Days of such final determination) pay to the Representative (for the benefit of the Company Stockholders) the amount of such excess and the Representative shall thereafter distribute to each Company Stockholder the applicable Pro Rata Portion of such excess; provided, that upon payment of such amount to the Representative, neither the Buyer nor its Affiliates shall have any liability to the Company Stockholders for their respective Pro Rata Portion of such payment. Notwithstanding the foregoing, no deficit or excess shall be deemed to exist if the difference between the Final Merger Consideration and the Merger Consideration calculated at Closing is less than $30,000 (with the amount of any deficit expressed as a positive number). All payments made pursuant to this subsection (e) shall be treated by the parties as an adjustment (upward or downward, as applicable) to the Per Share Consideration.

Merger Consideration Adjustment. The Merger Consideration shall be adjusted upward or downward, on a dollar-for-dollar basis, as set forth below: (a) No later than one At least two (12) Business Day Days prior to the Closing, the Company shall deliver to the Acquiror Buyer a certificate, executed by the Chief Financial Officer draft of the Net Working Capital Certificate containing the Company, setting forth (A) (1) a reasonable, ’s good faith estimate of (i) Net Working Capital as of immediately prior to the Effective Time and without giving effect to the Merger, calculated in accordance with the Agreed Accounting Principles and the Net Debt and unpaid Company Transaction Expenses as of the start of business on the Closing Date, (2) a reasonable, good faith estimate of Closing Working Capital Schedule (provided, that in the event of differences between the Agreed Accounting Principles and the Net Working Capital Schedule, the Net Working Capital Schedule shall govern) (the “Estimated Closing Net Working Capital”), (ii) Cash as of immediately prior to the Effective Time and without giving effect to the Merger (3) a reasonable good faith estimate of the Company’s Stub Taxes, together with such documents and information necessary to verify the amount of Net Debt, Company Transaction Expenses, “Estimated Closing Working Capital and the estimate of the Company’s Stub Taxes (the Company shall provide Acquiror with reasonable access to all documents and personnel necessary for reviewing the amounts set forth in the certificateCash”), (Biii) a schedule setting forth how Debt of the Net Company Group as of immediately prior to the Effective Time and without giving effect to the Merger (“Estimated Debt”), (iv) Transaction Expenses as of immediately prior to the Effective Time (“Estimated Transaction Expenses”) and (v) the Estimated Merger Consideration will be distributed, including wire instructions in the case of payments to be made at Closing by wire transfer, and (C) the cash statements and the associated reconciliations upon which the estimated Net Debt as of the start of business on the Closing Date was determined. The good faith estimate of the Net Merger Consideration as of the start of business on the Closing Date shall be referred to as the “Closing Estimate.” All such calculations shall be prepared by the Company in accordance with GAAP applied using the same accounting methods, principles, practices and policies that were used in the preparation of the Financial Statementsbased thereon. (b) The Net Merger Consideration will be Not later than 5:00 p.m. (Eastern Time) on the day that is ninety (90) days after the Closing Date, Buyer shall prepare and deliver to the Representative a certificate (the “Buyer Certificate”) providing (i) increased on a dollar-for-dollar basis by the amount by which the Working Capital as of the open of business on the Closing Date (the “Closing Working Capital”) is greater than Target Working Capital, or (ii) decreased on a dollar-for-dollar basis by the amount by which the Closing Working Capital is less than Target Working Capital. (c) The final amounts of Company Transaction Expenses, Net Debt, and Closing Working Capital shall each be determined from a an unaudited consolidated balance sheet of the Company Group as of immediately prior to the Effective Time and without giving effect to the Merger (the “Closing Balance Sheet”), (ii) Buyer’s calculations of the Company and its Subsidiaries (A) Net Working Capital as of the open of business on the Closing Date. The Closing Balance Sheet shall be prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply immediately prior to the calculation of Taxes nor Effective Time and without giving effect to require the inclusion of footnotes) applied using the same accounting methodsMerger, principles, practices and policies that were used in the preparation of the Financial Statements. Acquiror shall cause the Surviving Corporation to prepare calculated based on the Closing Balance Sheet and in accordance with the Agreed Accounting Principles and the Net Working Capital Schedule (provided, that in the event of differences between the Agreed Accounting Principles and the Net Working Capital Schedule, the Net Working Capital Schedule shall govern) (“Actual Net Working Capital”), and the amount of the Upward Net Working Capital Adjustment or the Downward Net Working Capital Adjustment, as applicable, (B) Cash as of immediately prior to the Effective Time and without giving effect to the Merger (“Actual Cash”), (C) Debt as of immediately prior to the Effective Time and without giving effect to the Merger (“Actual Debt”), (D) Transaction Expenses as of immediately prior to the Effective Time (“Actual Transaction Expenses”) and (E) the Merger Consideration based thereon, calculated by replacing Estimated Net Working Capital, Estimated Cash, Estimated Debt and Estimated Transaction Expenses with, respectively, Actual Net Working Capital, Actual Cash, Actual Debt and Actual Transaction Expenses (the “Actual Merger Consideration”), and (iii) the amount, if any, by which the Actual Merger Consideration is less than or greater than the calculation of Estimated Merger Consideration at the Closing. The Buyer Certificate shall include reasonable detail of the calculations of, and a description and reasons for ‎variations from (including supporting documentation), Estimated Net Working Capital, Estimated Cash, Estimated Debt, Estimated Transaction Expenses, and the Merger Consideration.‎ Additionally, during the forty-five (45) day period following delivery of the Buyer Certificate, Buyer shall promptly provide to the Representative (and its representatives and advisors) reasonable access to Buyer’s and the Company Group’s books and records (including financial records and supporting documents) and access to employees of Buyer and the Company Group, in each case, used to prepare, or otherwise relevant to the calculation of, Actual Net Working Capital, Actual Cash, Actual Debt, Actual Transaction Expenses and the Actual Merger Consideration as the Representative may reasonably request for the purposes of verifying the Buyer Certificate and the calculations set forth therein (the “Supporting Documentation”). If Buyer fails to timely deliver the Buyer Certificate in accordance with this Section 2.7(b), the Representative shall notify Buyer of the expiration of the ninety (90) day period, after which Buyer shall have an additional ten (10) days from the delivery of such notice to provide the Buyer Certificate. If Buyer fails to timely deliver the Buyer Certificate in such ten (10) day period, all calculations set forth in the Net Working Capital Certificate shall be deemed final and no further adjustments as set forth in Section 2.8(c) through (f) shall be made; provided, however, that the Representative will have all of its rights under this Section 2.8 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions set forth in Sections 2.8(c) and 2.8(d). (c) On or prior to 5:00 p.m. (Eastern Time) on the day that is forty-five (45) days following Buyer’s delivery of the Buyer Certificate, the Representative may give Buyer written notice stating in reasonable detail of the Representative’s objections (an “Objection Notice”) to Buyer’s determination of Actual Net Working Capital, Actual Cash, Actual Debt and Actual Transaction Expenses and calculation of the Actual Merger Consideration. If the Representative does not give Buyer an Objection Notice within such forty-five (45) day period, then the Closing Balance Sheet and calculations of the Actual Merger Consideration, Actual Net Working Capital, Actual Cash, Actual Debt and Actual Transaction Expenses as determined by Buyer in the Buyer Certificate will be conclusive and binding upon Buyer, the Representative and the Company Securityholders, and will constitute the final determination of Actual Net Working Capital, Actual Cash, Actual Debt, Actual Transaction Expenses and the Actual Merger Consideration for purposes of this Section 2.8. (d) Following Buyer’s receipt of an Objection Notice (if any), the Representative and Buyer shall attempt to negotiate to resolve such dispute for a period of thirty (30) days. In the event that the Representative and Buyer fail to agree on any of the Representative’s proposed adjustments set forth in the Objection Notice within such thirty (30) day period (as may be mutually extended by the Representative and Buyer), the Representative and Buyer agree to engage a nationally recognized firm of independent certified public accountants selected by mutual agreement of Buyer and the Representative (the “Accounting Firm”), and shall use their commercially reasonable efforts to cause the Accounting Firm to make its final determination of Actual Net Working Capital, Actual Cash, Actual Debt, Actual Transaction Expenses and the Actual Merger Consideration, in accordance with the terms of this Agreement, within the thirty (30) day period immediately following such engagement. Buyer and the Representative each shall provide the Accounting Firm with its respective determinations of Actual Net Working Capital, Actual Cash, Actual Debt, Actual Transaction Expenses and Actual Merger Consideration, as well as all supporting documentation reasonably required by the Accounting Firm. The Accounting Firm shall render a written decision as to each disputed matter set forth in the Objection Notice, including a statement in reasonable detail of the basis for its decision. The determination of Actual Net Working Capital, Actual Cash, Actual Debt, Actual Transaction Expenses and Actual Merger Consideration by the Accounting Firm shall be final and binding on Buyer, the Representative and the Company Securityholders. The Accounting Firm shall address only those items disputed in accordance with this Section 2.8 and the Accounting Firm may not assign a value greater than the greatest value for any such item assigned by Buyer, on the one hand, or the Representative, on the other hand, or less than the smallest value for any such item assigned by Buyer, on the one hand, or the Representative, on the other hand. The fees and expenses of the Accounting Firm shall be allocated between Buyer and the Representative (on behalf of the Company Securityholders) so that the Representative (on behalf of the Company Securityholders) shall be responsible for that portion of the fees and expenses equal to such fees and expenses multiplied by a fraction, the numerator of which is the aggregate dollar value of issues in dispute submitted to the Stockholder Accounting Firm that are resolved in a manner further from the position submitted to the Accounting Firm by the Representative not more and closer to the position submitted to the Accounting Firm by Buyer (as finally determined by the Accounting Firm), and the denominator of which is the total dollar value of the issues in dispute so submitted, and Buyer shall be responsible for the remainder of such fees and expenses. Any portion of the Accounting Firm’s fees and expenses payable hereunder by the Representative shall be paid solely from the Escrow Funds. (e) Following the final determination of the Actual Merger Consideration, the Merger Consideration shall be recalculated by replacing Estimated Net Working Capital, Estimated Cash, Estimated Debt and Estimated Transaction Expenses with, respectively, Actual Net Working Capital (for purposes of calculating the Upward Net Working Capital Adjustment or the Downward Net Working Capital Adjustment, as the case may be), Actual Cash, Actual Debt and Actual Transaction Expenses, in each case as finally determined in accordance with this Section 2.8 (the “Final Merger Consideration”). (f) Upon the final determination of the Final Merger Consideration: (i) If the Final Merger Consideration is greater than sixty days following or equal to the Merger Consideration calculated at Closing Date. (if greater, such amount, the “Delivery Date” means Surplus”), then, within three (3) Business Days from the date on which the Closing Balance Sheet Final Merger Consideration is so delivered. Acquiror determined in accordance with the terms hereof, (x) Buyer shall pay (or caused the Paying Agent to pay) an amount equal to the Surplus to the Company Securityholders (in accordance with their respective Pro Rata Portions) and pursuant to the Distribution Procedures and (y) Buyer and the Stockholder Representative shall execute and deliver a joint written instruction to the Escrow Agent directing the Escrow Agent to release from the Escrow Account and pay (or cause the Paying Agent to pay) the remaining Adjustment Escrow Amount to the Company Securityholders in accordance with the Pro Rata Portions and the Distribution Procedures. (ii) If the Final Merger Consideration is less than the Merger Consideration calculated at Closing (such amount, a “Deficit”), then Buyer and the Representative shall execute and deliver a joint written instruction to the Escrow Agent within three (3) Business Days following the date on which the Final Merger Consideration is determined pursuant to this Section 2.8 directing the Escrow Agent to release from the Escrow Account and pay to (x) Buyer an amount (expressed as a positive number) equal to such Deficit (to the extent there are Escrow Funds, it being understood and agreed that the Escrow Funds in an amount not to exceed the Adjustment Escrow Amount shall be the sole source of recovery for any Deficit) and (y) the Company Securityholders in accordance with their respective Pro Rata Portions the balance (if any) of the Adjustment Escrow Amount in accordance with the Distribution Procedures. (g) All payments under this Section 2.8 shall, throughout the entire period starting on the Closing Date and ending on the Delivery Date, meet and discuss any and all financial and business matters relating to the preparation of extent permitted by applicable Law, be treated for all income Tax purposes as adjustments to the Closing Balance SheetMerger Consideration. No Party shall take any position on any Tax Return, or before any Tax Authority, that is inconsistent with such treatment unless otherwise required by applicable Law.

Merger Consideration Adjustment. (a) No later than one Three (13) Business Day Days prior to the ClosingClosing Date, the Company shall deliver to Buyer a written statement in a form reasonable acceptable to Buyer, which statement shall set forth the Acquiror a certificate, executed by following information (the Chief Financial Officer of the Company, setting forth (A) (1) a reasonable, good faith estimate of the Net Debt and unpaid Company Transaction Expenses as of the start of business on the Closing Date, (2) a reasonable, good faith estimate of Closing Working Capital (“Estimated Closing Working CapitalStatement”), and (3) a reasonable good faith estimate of the Company’s Stub Taxes, together with such documents and information necessary to verify the amount of Net Debt, Company Transaction Expenses, Estimated Closing Working Capital and the estimate of the Company’s Stub Taxes (the Company shall provide Acquiror with reasonable access to all documents and personnel necessary for reviewing the amounts set forth in the certificate), (B) a schedule setting forth how the Net Merger Consideration will be distributed, including wire instructions in the case of payments to be made at Closing by wire transfer, and (C) the cash statements and the associated reconciliations upon which the estimated Net Debt as of the start of business on the Closing Date was determined. The good faith estimate of the Net Merger Consideration as of the start of business on the Closing Date shall be referred to as the “Closing Estimate.” All such calculations shall be prepared by the Company in accordance with GAAP applied using the same accounting methods, principles, practices and policies that were used in the preparation of the Financial Statements. (b) The Net Merger Consideration will be ): (i) increased on a dollar-for-dollar basis by an estimated unaudited consolidated balance sheet of the amount by which the Working Capital Acquired Companies as of the open of business 12:01 a.m. (local time) on the Closing Date (the “Closing Working Capital”) is greater than Target Working Capital, or (ii) decreased on a dollar-for-dollar basis by the amount by which the Closing Working Capital is less than Target Working Capital. (c) The final amounts of Company Transaction Expenses, Net Debt, and Closing Working Capital shall each be determined from a consolidated balance sheet (the “Estimated Closing Balance Sheet”), (ii) the Company’s calculation of the Company and Estimated Adjustment Amount, which shall contain its Subsidiaries as good faith estimate of (A) the Closing Cash (“Estimated Closing Cash”), (B) the Closing Indebtedness (the “Estimated Closing Indebtedness”), (C) the Transaction Expenses (“Estimated Transaction Expenses”), (iii) the Company’s calculation of the open of business Aggregate Closing Consideration based on the Estimated Closing DateBalance Sheet, Estimated Closing Cash, Estimated Closing Indebtedness and Estimated Transaction Expenses, and (iv) reasonable supporting documentation together with any information that Buyer has reasonably requested to verify the amounts reflected in the Estimated Closing Statement. The Estimated Closing Balance Sheet shall be prepared in accordance with GAAP the Balance Sheet Rules and shall be certified by the Company’s Chief Executive Officer. (which b) On or before the date that is sixty (60) calendar days following the Effective Time, 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 Acquired Companies as of 12:01 a.m. (local time) on the Closing Date (the “Buyer Closing Balance Sheet”), (ii) a calculation of (A) the Closing Working Capital (“Buyer Closing Net Working Capital”), (B) the Closing Cash (“Buyer Closing Cash”), (C) the Closing Indebtedness (the “Buyer Closing Indebtedness”) and (D) the Transaction Expenses (the “Buyer Transaction Expenses”), and (iii) Buyer’s calculation of the Final Adjustment Amount, based on the Buyer Closing Balance Sheet, the Buyer Closing Net Working Capital, the Buyer Closing Cash, Buyer Closing Indebtedness and Buyer Transaction Expenses, together with any information that the Securityholder Representative has reasonably requested to verify the amounts reflected in the Buyer Closing Statement. The Buyer Closing Balance Sheet shall be prepared in accordance with the Balance Sheet Rules. (c) From the delivery of the Buyer Closing Statement until the determination of Final Closing Net Working Capital, Final Closing Cash, Final Closing Indebtedness, Final Transaction Expenses, and Final Adjustment Amount in accordance with this Section 3.6(c), Buyer will permit, and cause the Acquired Companies to permit, the Securityholder Representative to review the working papers of Buyer used in preparing the Buyer Closing Statement and Buyer shall reasonably cooperate with the Securityholder Representative to provide it with other related information to the extent reasonably necessary for purposes hereof the Securityholder Representative to evaluate the Buyer Closing Statement (during normal business hours upon reasonable advance written notice or, at the reasonable request of the Securityholder Representative, through delivery of electronic copies). The Securityholder Representative may dispute the calculation of the Final Adjustment Amount, Buyer Closing Net Working Capital, Buyer Closing Cash, Buyer Closing Indebtedness or Buyer 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 not to apply to the have agreed with Buyer’s calculation of Taxes nor to require the inclusion of footnotes) applied using the same accounting methods, principles, practices all other items and policies that were used amounts contained in the preparation 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 the Financial StatementsFinal Adjustment Amount, Buyer Closing Net Working Capital, Buyer Closing Cash, Buyer Closing Indebtedness and Buyer Transaction Expenses set forth therein, which shall then be final, binding and conclusive for all purposes hereunder. Acquiror In the event any Notice of Objection is timely 505026976.1 provided, Buyer and the Securityholder Representative shall cause 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 Surviving Corporation Notice of Objection. If Buyer and the Securityholder Representative are unable to prepare resolve such items in dispute (the Closing Balance Sheet “Unresolved Items”) by the end of such period then, at any time thereafter, either the Securityholder Representative or Buyer may require that the Accounting Firm resolve the Unresolved Items. For the avoidance of doubt, the Accounting Firm shall only resolve the Unresolved Items and deliver not any disagreements that have been resolved by the Closing Balance Sheet parties. Buyer and the Securityholder Representative shall instruct the Accounting Firm to the Stockholder Representative not more than sixty determine as promptly as practicable, and in any event within thirty (30) calendar days following the Closing Date. “Delivery Date” means of the date on which such dispute is referred to the Accounting Firm, based solely on the provisions of this Agreement and the written presentations by the Securityholder Representative and Buyer, and not on an independent review, whether and to what extent (if any) the calculations of the Final Adjustment Amount, Closing Working Capital, Closing Cash, Closing Indebtedness, Transaction Expenses and/or Merger Consideration require adjustment; provided, however, that in resolving any Unresolved Item, the Accounting Firm (A) 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, (B) may not take oral testimony from the parties hereto or any other Person and (C) shall refer only to the methodology and defined terms set forth in this Agreement and not to external sources without the mutual agreement of the Securityholder Representative and Buyer. The fees and expenses of the Accounting Firm shall be allocated between Buyer, on the one hand, and the Securityholders and COP Participants from the Expense Fund, on the other hand in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocation shall be determined by the Accounting Firm. For example, should the items in dispute total in amount to $1,000 and the Accounting Firm awards $600 in favor of the Securityholder Representative’s position, sixty percent (60%) of the costs of its review would be borne by Buyer and forty percent (40%) of the costs would be borne by the Securityholder Representative. The determination of the Accounting Firm 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, except for any manifest error, and neither Buyer nor the Securityholder Representative shall seek further recourse to courts or other tribunals, other than to enforce such determination. The date on which the Final Adjustment Amount, Closing Working Capital, Closing Cash, Transaction Expenses and Closing Indebtedness is finally determined in accordance with this Section 3.6(c) is hereinafter referred to as the “Determination Date.” The Closing Working Capital, Closing Cash, Closing Indebtedness and Transaction Expenses, each as finally determined in accordance with this Section 3.6(c), shall be referred to as the “Final Closing Net Working Capital,” “Final Closing Cash,” “Final Closing Indebtedness,” and “Final Transaction Expenses,” respectively. (d) If the Final Adjustment Amount is greater than the Estimated Adjustment Amount (such excess, the “Positive Adjustment”), then within five (5) Business Days after the Determination Date, Buyer shall pay to the Paying Agent (for the benefit of the Securityholders and the COP Participants): (A) with respect to each COP Participant, an amount in cash equal to (i) [***%] of the Positive Adjustment (the “COP Participant Adjustment Amount”), multiplied by by (ii) such COP Participant’s Pro Rata COP Share, and (B) with respect to each Securityholder, an amount in cash equal to (i) the Positive Adjustment Amount, minus the COP Participant Adjustment Amount (the “Securityholder Adjustment Amount”), multiplied by (ii) such Securityholder’s Percentage Interest, and promptly after receipt the Paying Agent shall, subject to Section 3.8, pay such amount to each Securityholder or COP Participant (according to the wire instructions set forth in each such Securityholder’s duly completed Letter of Transmittal or through company payroll, as applicable) pursuant to the Closing Balance Sheet Allocation Schedule and in accordance with the provisions of this Article III. (e) If the Final Adjustment Amount is so delivered. Acquiror less than the Estimated Adjustment Amount, then within five (5) Business Days after the Determination Date, Buyer and the Stockholder Securityholder Representative shall, throughout the entire period starting on the Closing Date and ending on the Delivery Date, meet and discuss any and all financial and business matters relating shall deliver joint written instructions to the preparation Escrow Agent to release to Buyer from the General Escrow Amount an amount of cash equal to the the difference of the Closing Balance SheetEstimated Adjustment Amount minus the Final Adjustment Amount (such amount, the “Downward Adjustment Amount”). (f) Notwithstanding, and instead of the release of the Downward Adjustment Amount from the General Escrow Amount, the Buyer may require each Securityholder and COP Participant to pay (severally and not jointly, subject to and limited to such Person’s Stakeholder Sharing Percentage) the Downward Adjustment Amount by wire transfer of immediately available funds within ten (10) Business Days after the Determination Date. To the extent any of the Securityholders or the COP Participants do not make such payment in a timely manner, then Buyer shall have the right to withhold any such shortfall from the applicable Securityholder’s or COP Participant’s portion of the Earn-Out Consideration, if and when payable in accordance with Sections 2.16 and 2.18. (g) The parties agree and acknowledge that any payment pursuant to Section 3.6(d) or Section 3.6(e) above will be treated by the parties as an adjustment to the Merger Consideration to the extent permitted by applicable Law.

Merger Consideration Adjustment. (a) No later than one (1) Business Day prior to the Closing, the Company shall deliver to the Acquiror a certificate, executed by the Chief Financial Officer of the Company, setting forth (A) (1) a reasonable, good faith estimate The Parties agree that the determination of the Net Debt and unpaid Company Transaction Expenses as of the start of business on the Closing Date, (2) a reasonable, good faith estimate of Closing Working Capital (“Estimated Closing Working Capital”), and (3) a reasonable good faith estimate of the Company’s Stub Taxes, together with such documents and information necessary to verify the amount of Net Debt, Company Transaction Expenses, Estimated Closing Working Capital and the estimate of the Company’s Stub Taxes (the Company shall provide Acquiror with reasonable access to all documents and personnel necessary for reviewing the amounts set forth in the certificate), (B) a schedule setting forth how the Net Merger Consideration will be distributed, including wire instructions in the case of payments to be made at Closing by wire transfer, and (C) the cash statements and the associated reconciliations upon which the estimated Net Debt as of the start of business on the Closing Date was determined. The good faith estimate of the Net Merger Consideration as of the start of business on the Closing Date shall be referred to as the “Closing Estimate.” All such calculations shall be prepared by the Company in accordance with GAAP applied using the same accounting methods, principles, practices and policies that were used in the preparation of the Financial Statements. (b) The Net Merger Consideration will be (i) increased based on a dollar-for-dollar basis by the amount by which the targeted Net Working Capital as of the open closing date in the amount of business on -$715,000 ("TARGET NET WORKING CAPITAL"). For the avoidance of doubt, the parties agree that the Target Net Working Capital is a negative dollar amount. (B) No less than five (5) Business Days prior to the Closing Date the Company shall prepare and deliver to Parent for Parent's review, and the Company and Parent shall mutually agree in good faith on estimated (i) Existing Company Indebtedness, Cash and Closing Outstanding Net Debt (such estimate, the “Closing Working Capital”"ESTIMATED CLOSING OUTSTANDING NET DEBT") is greater than Target Working Capital, or and (ii) decreased Company Transaction Expenses (such estimate, the "ESTIMATED COMPANY TRANSACTION EXPENSES"). If Parent and the Company cannot agree on a dollar-for-dollar basis by (x) the Estimated Closing Outstanding Net Debt then the amount by which of such item shall be as set forth in the Closing Working Capital is less than Target Working Capital. Sample Merger Consideration Calculation or (cy) The final amounts of the Estimated Company Transaction Expenses, then the amount of such item shall be as set forth in the Section 10.03(f) of the Company Disclosure Schedule. (C) As promptly as practicable, but no later than 60 days after the Closing Date, Parent shall cause the financial officers of the Surviving Corporation (who are employed as such by the Company as the date hereof) to prepare and deliver to the Representative a closing statement (the "CLOSING STATEMENT") and a certificate (the "CLOSING CERTIFICATE") based on such Closing Statement setting forth the Surviving Corporation's calculation of Net DebtWorking Capital as of the Closing ("CLOSING NET WORKING CAPITAL"), Closing Outstanding Net Debt and Company Transaction Expenses. Closing Net Working Capital shall each be determined from a consolidated balance sheet (in accordance with GAAP on the “Closing Balance Sheet”) same basis and using the same accounting principles, practices, methodologies and policies as used and set out in the December 27, 2003 audited financial statements of the Company and its Subsidiaries as and the notes thereto included in the Company SEC Documents (collectively, the "WORKING CAPITAL PRINCIPLES"). A sample calculation of Net Working Capital is set forth on Exhibit E (the open of business on the Closing Date"SAMPLE WORKING CAPITAL CALCULATION"). The Closing Balance Sheet shall be prepared Sample Working Capital Calculation was determined in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) applied GAAP, using the same accounting methods, principles, practices Working Capital Principles and policies that were used in represents the preparation Net Working Capital of the Financial Statements. Acquiror shall cause the Surviving Corporation to prepare the Closing Balance Sheet and deliver the Closing Balance Sheet to the Stockholder Representative not more than sixty days following the Closing Date. “Delivery Date” means the date on which the Closing Balance Sheet is so delivered. Acquiror and the Stockholder Representative shall, throughout the entire period starting on the Closing Date and ending on the Delivery Date, meet and discuss any and all financial and business matters relating to the preparation Company as of the Closing Balance Sheet.October 30,

Merger Consideration Adjustment. (a) No later than one At least four (14) Business Day Days prior to the ClosingClosing Date, the Company shall prepare in consultation with Parent and deliver to Parent a good faith calculation of (i) the Acquiror a certificate, executed by the Chief Financial Officer estimated amount of the Company, setting forth (A) (1) a reasonable, good faith estimate of the Closing Net Debt and unpaid Company Transaction Expenses as of the start of business on the Closing Date, (2) a reasonable, good faith estimate of Closing Working Capital (the “Estimated Closing Net Working Capital”), and (3) a reasonable good faith estimate together with its calculation of the Company’s Stub TaxesClosing Net Working Capital Excess (the “Estimated Closing Net Working Capital Excess”) and the Closing Net Working Capital Shortfall (the “Estimated Closing Net Working Capital Shortfall”), as applicable, (ii) the estimated amount of Closing Indebtedness (the “Estimated Closing Indebtedness”), (iv) the estimated amount of Closing Cash (the “Estimated Closing Cash”), together with such documents its calculation of the Closing Cash Excess (the “Estimated Closing Cash Excess”) and information necessary to verify the Closing Cash Shortfall (the “Estimated Closing Cash Shortfall”), as applicable, (v) the estimated amount of Net Debt, Company Transaction Expenses (the “Estimated Transaction Expenses, Estimated Closing Working Capital and the estimate of the Company’s Stub Taxes (the Company shall provide Acquiror with reasonable access to all documents and personnel necessary for reviewing the amounts set forth in the certificate”), (B) a schedule setting forth how the Net Merger Consideration will be distributed, including wire instructions in the case of payments to be made at Closing by wire transfer, and (Cvi) the cash statements and the associated reconciliations upon which the estimated Net Debt as its good faith calculation of the start of business on Adjusted Total Consideration Value, collectively, the (“Estimated Closing Date was determined. The good faith estimate of the Net Merger Consideration as of the start of business on the Closing Date shall be referred to as the “Closing Estimate.” All such calculations shall be prepared by the Company in accordance with GAAP applied using the same accounting methods, principles, practices and policies that were used in the preparation of the Financial StatementsStatement”). (b) The Net Merger Consideration will be (i) increased on a dollar-for-dollar basis by the amount by which the Working Capital As soon as of the open of business on reasonably practicable after the Closing Date Date, and in any event within sixty (60) days after the Closing Date, Parent shall prepare and deliver to the Securityholder Representative a statement (the “Closing Working CapitalStatement”) is greater than Target that shall set forth a calculation of (i) the Closing Net Working Capital, or together with the corresponding Closing Net Working Capital Excess and Closing Net Working Capital Shortfall, as applicable, (ii) decreased on a dollar-for-dollar basis by the amount by which the Closing Working Capital is less than Target Working CapitalIndebtedness, (iii) the Closing Cash, together with the corresponding Closing Cash Excess and Closing Cash Shortfall, as applicable, and (iv) the Transaction Expenses. 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) The final amounts During the thirty (30) days immediately following the Securityholder Representative’s receipt of Company Transaction Expenses, Net Debt, and the Closing Working Capital shall each be determined from a consolidated balance sheet Statement (the “Closing Balance SheetAdjustment Review Period”) of ), the Company Securityholder Representative and its Subsidiaries as of the open of business on the Closing Date. The Closing Balance Sheet representatives shall be prepared in accordance with GAAP (which for purposes hereof shall be deemed not permitted to apply to the calculation of Taxes nor to require the inclusion of footnotes) applied using the same accounting methods, principles, practices and policies that were used in the preparation of the Financial Statements. Acquiror shall cause the Surviving Corporation to prepare the Closing Balance Sheet and deliver the Closing Balance Sheet to the Stockholder Representative not more than sixty days following the Closing Date. “Delivery Date” means the date on which the Closing Balance Sheet is so delivered. Acquiror review Parent’s working papers and the Stockholder Representative shallworking papers of Parent’s independent accountants, throughout the entire period starting on the Closing Date and ending on the Delivery Dateif any, meet and discuss any and all financial and business matters relating to the preparation of the Closing Balance SheetStatement and the calculation of the Closing Net Working Capital, Closing Net Working Capital Excess, Closing Net Working Capital Shortfall, Closing Indebtedness, Closing Cash, Closing Cash Excess, Closing Cash Shortfall, and Transaction Expenses (with respect to the working papers of Parent’s independent accountants, after signing a customary confidentiality and hold harmless agreement relating to such access to the working papers of such independent accounts, in form and substance reasonably acceptable to such independent accountants), as well as the relevant books and records of the Surviving Company and its Subsidiaries, and Parent shall cause the Surviving Company and its representatives to assist the Securityholder Representative and its representatives in their review of the Closing Statement and reasonably cooperate with respect thereto. The Securityholder Representative shall notify Parent in writing (the “Notice of Adjustment Disagreement”) prior to the expiration of the Adjustment Review Period if the Securityholder 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, the amounts involved and the Securityholder Representative’s proposed 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 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 Securityholder Representative and shall become final and binding upon the Parties. During the thirty (30) days immediately following the delivery of a Notice of Adjustment Disagreement (the “Adjustment Resolution Period”), the Securityholder 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 Securityholder Representative and Parent in writing, together with any items not disputed or objected to by the Securityholder 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 Securityholder Representative and Parent have been unable to resolve any differences they may have with respect to the matters specified in the Notice of Adjustment Disagreement, the Securityholder Representative and Parent shall refer all matters that remain in dispute with respect to the Notice of Adjustment Disagreement (the “Unresolved Matters”) to an independent certified public accounting firm in the United States of national recognition that is not currently serving as Parent or the Company’s auditor and mutually agreeable to the Securityholder Representative and Parent (the “Independent Accountant”). In the event the Securityholder 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 certified public accounting firm shall be appointed by the American Arbitration Association upon application by either the Securityholder Representative or Parent, in which event “Independent Accountant” shall mean such appointed firm. Within thirty (30) days after the submission of such Unresolved 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, of the appropriate amount of each of the Unresolved Matters and such determination shall be final, conclusive and binding on the parties. With respect to each Unresolved Matter, such determination, if not in accordance with the position of either the Securityholder Representative or Parent, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the Securityholder 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 in the Closing Statement or make any determination with respect to any matter other than the Unresolved Matters. The Independent Accountant shall base its determination solely on (i) the written submissions of Parent and the Securityholder Representative and shall not conduct an independent investigation and (ii) the extent (if any) to which the Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Transaction Expenses, require adjustment (only with respect to the Unresolved Matters), with such adjustments determined in accordance with this Agreement (including the definitions of Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Transaction Expenses, as applicable). During the review by the Independent Accountant, Parent and the Securityholder Representative 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 3.5(c); provided, however, 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 Securityholder Representative (from the Representative Holdback Amount and otherwise in accordance with Section 12.1) on behalf of the Company Equity Holders and 50% by Parent.

Merger Consideration Adjustment. (a) No later than one The Merger Consideration may be increased or reduced as set forth in this Section 3.5. Any increase or decrease in the Merger Consideration pursuant to this Section 3.5 shall be referred to as a “Merger Consideration Adjustment”. Any payments made in respect of any Merger Consideration Adjustment pursuant to this Section 3.5 shall be treated as an adjustment to the Merger Consideration for all Tax purposes unless otherwise required by any applicable Law. (1b) Business Day 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 Holder 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): (w) Net Working Capital as of 12:01 a.m. (Eastern time) on the Closing Date (“Closing Date Net Working Capital”), (x) the aggregate amount of all Indebtedness of the Company as of immediately prior to the ClosingClosing on the Closing Date (“Closing Date Indebtedness”), (y) the aggregate Cash of the Company shall deliver as of immediately prior to the Acquiror a certificateClosing on the Closing Date (“Closing Date Cash”), executed by and (z) the Chief Financial Officer aggregate amount of the Company, setting forth (A) (1) a reasonable, good faith estimate of the Net Debt and unpaid Company Transaction Expenses as of the start of business on immediately prior to the Closing Date, (2) a reasonable, good faith estimate of Closing Working Capital (“Estimated Closing Working Capital”), and (3) a reasonable good faith estimate of the Company’s Stub Taxes, together with such documents and information necessary to verify the amount of Net Debt, Company Transaction Expenses, Estimated Closing Working Capital and the estimate of the Company’s Stub Taxes (the Company shall provide Acquiror with reasonable access to all documents and personnel necessary for reviewing the amounts set forth in the certificate), (B) a schedule setting forth how the Net Merger Consideration will be distributed, including wire instructions in the case of payments to be made at Closing by wire transfer, and (C) the cash statements and the associated reconciliations upon which the estimated Net Debt as of the start of business on the Closing Date was determined. The good faith estimate of the Net Merger Consideration as of the start of business on the Closing Date shall be referred to as the “Closing Estimate.” All such calculations shall be prepared by the Company in accordance with GAAP applied using the same accounting methods, principles, practices and policies that were used in the preparation of the Financial Statements. (b) The Net Merger Consideration will be (i) increased on a dollar-for-dollar basis by the amount by which the Working Capital as of the open of business on the Closing Date (the “Closing Working Capital”) is greater than Target Working Capital, or (ii) decreased on a dollar-for-dollar basis by the amount by which the Closing Working Capital is less than Target Working Capital. (c) The final amounts of Company Transaction Expenses”), Net Debtin each case, and Closing Working Capital shall each be determined from a consolidated balance sheet (calculated in accordance with the “definitions set forth in this Agreement. The Final Closing Balance Sheet”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 3.5, Parent shall provide the Holder Representative and its representatives reasonable access (during normal business hours and upon reasonable advance notice and at the sole cost and expense of the Holder 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 as of the open of business on the Closing Date. The Closing Balance Sheet shall be prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) applied using the same accounting methods, principles, practices and policies that were used in the preparation of the Financial Statements. Acquiror shall cause the Surviving Corporation to prepare the Closing Balance Sheet and deliver the Closing Balance Sheet to the Stockholder Representative not more than sixty days following the Closing Date. “Delivery Date” means the date on which the Closing Balance Sheet is so delivered. Acquiror and the Stockholder Representative shall, throughout the entire period starting on the Closing Date and ending on the Delivery Date, meet and discuss any and all financial and business matters 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 Holder 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 Holder 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 Holder Representative disagrees with the calculations of Closing Date Net Working Capital, Closing Date Indebtedness, Closing Date Cash and/or Closing Company Transaction Expenses 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 Holder Representative does not provide a notice of disagreement within such thirty (30)-day period, the Holder Representative and Parent shall be deemed to have agreed to the Closing Balance Sheet and the calculations of Closing Date Net Working Capital, Closing Date Indebtedness, Closing Date Cash and Closing Company Transaction Expenses 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 Holder 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 Net Working Capital, Closing Date Indebtedness, Closing Date Cash or Closing Company Transaction Expenses. If, at the end of such period, they are unable to resolve such disagreements, then any such remaining disagreements shall be resolved by Xxxx Xxxxx LLP or such other independent accounting or financial consulting firm of recognized national standing as may be mutually selected by Parent and the Holder Representative (such firm, subject to the following proviso, the “Accounting Referee”). Each of Parent and the Holder Representative shall promptly provide their respective assertions regarding Closing Date Net Working Capital, Closing Date Indebtedness, Closing Date Cash and Closing Company Transaction Expenses 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 Net Working Capital, Closing Date Indebtedness, Closing Date Cash or Closing Company Transaction Expenses require adjustment (only with respect to the remaining disagreements submitted to the Accounting Referee) in order to be determined in accordance with Section 3.5(a) (including the definitions of the defined terms used in Section 3.5(a)), 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 Net Working Capital, Closing Date Indebtedness, Closing Date Cash and Closing Company Transaction Expenses are finally determined in accordance with this Section 3.5(c) is hereinafter referred to as the “Determination Date.” All fees and 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 Holder Representative from the Reserve, on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Parent and the Holder Representative (as set forth in the written submissions to the Accounting Referee) made by the Accounting Referee such that the Party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if the Holder Representative challenges items underlying the calculations of Closing Date Net Working Capital, Closing Date Indebtedness, Closing Date Cash and Closing Company Transaction Expenses in the net amount of $1,000,000, and the Accounting Referee determines that Parent has a valid claim for $400,000 of the $1,000,000, Parent shall bear sixty percent (60%) of the fees and expenses of the Accounting Referee and the Holder Representative shall bear the remaining forty percent (40%) of the fees and expenses of the Accounting Referee from the Reserve. (d) The “Adjustment Amount,” which may be positive or negative, shall mean (i) Closing Date Net Working Capital (as finally determined in accordance with Section 3.5(c)), minus Estimated Closing Date Net Working Capital, plus (ii) Estimated Closing Date Indebtedness, minus Closing Date Indebtedness (as finally determined in accordance with Section 3.5(c)), plus (iii) Closing Date Cash (as finally determined in accordance with Section 3.5(c)), minus Estimated Closing Date Cash, plus (iv) Estimated Company Transaction Expenses, minus Closing Company Transaction Expenses (as finally determined in accordance with Section 3.5(c)). If the Adjustment Amount is a positive number, then the Merger Consideration shall be increased by the Adjustment Amount, and if the Adjustment Amount is a negative number, then the Merger Consideration shall be decreased by the absolute value of the Adjustment Amount. The Adjustment Amount shall be paid in accordance with Section 3.5(e) or Section 3.5(f), as applicable. (e) If the Adjustment Amount is a positive number, then, promptly following the Determination Date, and in any event within three (3) Business Days after the delivery by the Holder Representative of the updated Merger Consideration Schedule required to be delivered pursuant to Section 3.5(g), (i) Parent shall deliver (x) to the Holder Representative for further delivery to each Pre-Closing Holder a number of shares of Parent Common Stock equal to (A) the Adjustment Amount, divided by (B) the Reference Price, and (ii) the parties shall jointly instruct the Escrow Agent in writing to release from the Adjustment Escrow Account to the Holder Representative (for further delivery to each Pre-Closing Holder) all of the shares of Adjustment Escrow Stock. Notwithstanding the foregoing to the contrary, in no event shall Parent be required pursuant to subclause (i) of the preceding sentence to issue or deliver an amount of Parent Common Stock that exceeds the quotient of the Adjustment Escrow Amount divided by the Reference Price. (f) If the Adjustment Amount is a negative number (the absolute value of such amount, the “Deficit Amount”), then, promptly following the Determination Date, and in any event within three (3) Business Days of the Determination Date, (i) the parties shall jointly instruct the Escrow Agent in writing to deliver, from the Adjustment Escrow Account to Parent that number of shares of Adjustment Escrow Stock that is equal to (A) the Deficit Amount divided by (B) the Reference Price. If, after release of the Adjustment Escrow Stock to Parent in accordance with the preceding sentence, any Adjustment Escrow Stock remains in the Adjustment Escrow Account, the parties shall jointly instruct the Escrow Agent to release such balance to the Holder Representative (for further delivery to each Pre-Closing Holder). (g) If the Adjustment Amount is greater than the Adjustment Escrow Amount, then within three (3) Business Days after the Determination Date, the Holder Representative shall prepare and deliver to Parent a certified update to the Merger Consideration Schedule, prepared in accordance with the terms of the Company Certificate (the “Updated Merger Consideration Schedule”). The Updated Merger Consideration Schedule shall give effect to the Merger Consideration Adjustment, the Adjustment Amount and specify in detail the portion of any such additional Parent Common Stock or released Adjustment Escrow Stock that each Pre-Closing Holder is entitled to receive as a result. The Holder Representative, Parent and each of their respective agents and Affiliates shall be entitled to rely (without any duty of inquiry) upon the Updated Merger Consideration Schedule. (i) Parent shall issue to the Holder Representative for further delivery to the Pre-Closing Holders a number of additional shares of Parent Common Stock equal to (A) the Adjustment Amount minus the Adjustment Escrow Amount divided by (B) the Reference Price and (ii) Parent and the Holder Representative shall jointly instruct the Escrow Agent to release the Adjustment Escrow Stock to the Holder Representative (for further delivery to each Pre-Closing Holder).

Merger Consideration Adjustment. The Estimated Net Working Capital and Final Net Working Capital will be calculated as follows: (a) No later The Company will deliver to Parent not less than one three (13) or more than ten (10) Business Day Days prior to the Closinganticipated Closing Date, a statement (the Company shall deliver to the Acquiror “Estimated Net Working Capital Statement”), that will set forth a certificate, executed by the Chief Financial Officer of the Company, setting forth (A) (1) a reasonable, good faith estimate of the Net Debt and unpaid Working Capital of the Company Transaction Expenses as of the start close of business on the anticipated Closing Date, Date (2) a reasonable, good faith estimate of Closing Working Capital (the “Estimated Closing Net Working Capital”). If the Estimated Net Working Capital is less than the Target Net Working Capital, and (3the Preliminary Merger Consideration payable at the Closing as provided in Section 2.6(b) a reasonable good faith estimate shall be reduced by the absolute value of such difference. If Estimated Net Working Capital is greater than the Company’s Stub TaxesTarget Net Working Capital, together with such documents and information necessary to verify the Preliminary Merger Consideration payable at Closing as provided in Section 2.6(b) shall be increased by the amount of such difference. Such difference is referred to herein as the “Estimated Net Debt, Company Transaction Expenses, Estimated Closing Working Capital Adjustment.” (i) Within thirty (30) days after the Closing Date, the Parent and the estimate of the Company’s Stub Taxes (the Company shall provide Acquiror with prepare and deliver to Pace a statement (the “Net Working Capital Adjustment Statement”) showing in reasonable access to all documents and personnel necessary for reviewing the amounts set forth in the certificate), (B) a schedule setting forth how the Net Merger Consideration will be distributed, including wire instructions in the case of payments to be made at Closing by wire transfer, and (C) the cash statements and the associated reconciliations upon which the estimated Net Debt as of the start of business on the Closing Date was determined. The good faith estimate detail its computation of the Net Merger Consideration as of the start of business on the Closing Date shall be referred to as the “Closing Estimate.” All such calculations shall be prepared by the Company in accordance with GAAP applied using the same accounting methods, principles, practices and policies that were used in the preparation of the Financial Statements. (b) The Net Merger Consideration will be (i) increased on a dollar-for-dollar basis by the amount by which the Working Capital as of the open close of business on the Closing Date (the “Closing Date Net Working Capital”) is greater than Target Working Capital, or (ii) decreased on a dollar-for-dollar basis by the amount by which the Closing ). The Net Working Capital is less than Target Working Capital. (c) The final amounts of Company Transaction Expenses, Net Debt, and Closing Working Capital shall each be determined from a consolidated balance sheet (the “Closing Balance Sheet”) of the Company and its Subsidiaries as of the open of business on the Closing Date. The Closing Balance Sheet Adjustment Statement shall be prepared in good faith and in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) applied using the same accounting methods, principles, practices and policies on a basis consistent with that were used in the preparation of the Financial StatementsEstimated Net Working Capital Statement. Acquiror shall cause As an example only, the Surviving Corporation to prepare the Closing Balance Sheet and deliver the Closing Balance Sheet to the Stockholder Representative not more than sixty days following the Closing Date. “Delivery Date” means the date on which the Closing Balance Sheet is so delivered. Acquiror and the Stockholder Representative shall, throughout the entire period starting on calculation of the Closing Date and ending Net Working Capital as if the Closing Date had been November 30, 2007 is set forth on Schedule 2.8(a)(i). Pace shall have the Delivery Date, meet and discuss opportunity to review any and all financial and business matters relating to work papers prepared by the Company in connection with the preparation of the Net Working Capital Adjustment Statement. (ii) Within thirty (30) days after receipt of the Net Working Capital Adjustment Statement (the “Objection Period”), Pace by written notice to Parent and the Company may object to the Closing Balance SheetDate Net Working Capital as set forth in the Net Working Capital Adjustment Statement, setting forth in such notice Pace’s objection in reasonable detail, specifying the basis for such objection and the amount in dispute (“Notice of Objection”). During the first twenty (20) days following the date upon which Parent received a Notice of Objection, the Parent and Pace shall attempt in good faith to resolve in writing any differences that they may have with respect to all matters specified in the Notice of Objection. If at the end of such twenty (20) day period all disputed items are not resolved, the remaining disputed items shall be submitted for resolution to an independent accounting firm of national reputation mutually acceptable to Pace and the Parent (the “Independent Accounting Firm”), which shall, within thirty (30) calendar days after such submission, determine and report to Pace and the Parent upon such remaining disputed items, and such report shall be final, binding and conclusive on the parties. The fees and disbursements of the Independent Accounting Firm shall be allocated between the Parent and Pace in inverse proportion as they may prevail on the disputed items resolved by the Independent Accounting Firm, utilizing the values of such items as initially submitted by the parties to the Independent Accounting Firm. Such proportional allocations shall be determined by the Independent Accounting Firm at the time its determination is rendered on the disputed items. In the event that any amounts are owed by Pace, Pace shall have the ability to use amounts from the Working Capital Escrow Fund to pay such expenses, as provided in the Escrow Agreement (as defined in Section 3.1(b)). (b) If Pace does not deliver a Notice of Objection during the Objection Period, then the calculation of the Closing Date Net Working Capital as set forth in the Working Capital Adjustment Statement shall be deemed to have been accepted. The term “Final Net Working Capital” shall mean (i) the Closing Date Net Working Capital as set forth in the Net Working Capital Adjustment Statement if Pace accepts the Net Working Capital Adjustment Statement as delivered or does not deliver a Notice of Objection during the Objection Period, or (ii) the Closing Date Net Working Capital determined pursuant to Section 2.8(a)(ii) above, if the Pace delivers a Notice of Objection during the Objection Period.

Merger Consideration Adjustment. (a) No later than one At least three (13) Business Day Days prior to the ClosingEffective Time, the Company shall will deliver to the Acquiror Parent a certificate, executed by the Chief Financial Officer of statement indicating the Company, setting forth (A) (1) a reasonable, 's good faith estimate of the Net Debt and unpaid Company Transaction Expenses as of the start of business on the Closing Date, (2) a reasonable, good faith estimate of Closing Working Capital (“Estimated Closing Working Capital”), and (3) a reasonable good faith estimate of the Company’s Stub Taxes, together with such documents and information necessary to verify the amount of Net Debt, Company Transaction Expenses, Estimated Closing Working Capital and the estimate of the Company’s Stub Taxes (the Company shall provide Acquiror with reasonable access to all documents and personnel necessary for reviewing the amounts set forth in the certificate), (B) a schedule setting forth how the Net Merger Consideration will be distributed, including wire instructions in the case of payments to be made at Closing by wire transfer, and (C) the cash statements and the associated reconciliations upon which the estimated Net Debt as of the start of business on the Closing Date was determined. The good faith estimate of the Net Merger Consideration as of the start of business on the Closing Date shall be referred to as the “Closing Estimate.” All such calculations shall be prepared by the Company in accordance with GAAP applied using the same accounting methods, principles, practices and policies that were used in the preparation of the Financial Statements. (b) The Net Merger Consideration will be (i) increased on a dollar-for-dollar basis by the amount by which the Working Capital as of the open of business on the Closing Date (the “Closing Working Capital”) is greater than Target Working Capital, or (ii) decreased on a dollar-for-dollar basis by the amount by which the Closing Working Capital is less than Target Working Capital. (c) The final amounts of Company Transaction Expenses, Net Debt, and Closing Working Capital shall each be determined from a consolidated balance sheet (the “Closing Balance Sheet”) of the Company and its Subsidiaries as of the open Closing Date (the "Estimated Balance Sheet") and a statement of business Working Capital in the form of Exhibit 2.06(a), indicating the Company's good faith estimate of Working Capital at the Closing Date based on the Estimated Balance Sheet ("Estimated Working Capital"). The Estimated Balance Sheet shall be prepared, and Estimated Working Capital shall be calculated, in accordance with GAAP consistent with the Company's past practice and in accordance with the policies and procedures set forth in Exhibit 2.06 (a) hereto. If the Estimated Working Capital exceeds Targeted Working Capital, then such excess shall be added to the Merger Consideration (and shall be reflected in the calculation of Per Share Merger Consideration payable at Closing) on a dollar-for-dollar basis. If the Targeted Working Capital exceeds Estimated Working Capital, then such excess shall be subtracted from the Merger Consideration (and shall be reflected in the calculation of Per Share Merger Consideration payable at Closing) on a dollar-for-dollar basis. As soon as practicable, but in no event later than 75 days following the Closing Date, the Surviving Corporation shall prepare a consolidated balance sheet of the Company and its Subsidiaries as of the Closing Date (the "Closing Balance Sheet") and a statement of Working Capital in the form of Exhibit 2.06, which shall set forth a calculation of Working Capital at the Closing Date based on the Closing DateBalance Sheet ("Closing Working Capital"). The Closing Balance Sheet shall be prepared prepared, and Closing Working Capital shall be calculated, in accordance with GAAP consistent with the Company's past practice and in accordance with the policies and procedures set forth in Exhibit 2.06 (which for purposes hereof a) hereto. The Closing Balance Sheet shall be deemed not to apply audited by Deloitte & Touche, whose expenses shall be borne by the Surviving Corporation, and who shall also certify as to the calculation of Taxes nor to require the inclusion of footnotesWorking Capital. (b) applied using the same accounting methods, principles, practices and policies that were used in the preparation of the Financial Statements. Acquiror shall cause the Surviving Corporation to prepare the Closing Balance Sheet and deliver the Closing Balance Sheet to the Stockholder Representative not more than sixty days following the Closing Date. “Delivery Date” means the date on which the Closing Balance Sheet is so delivered. Acquiror and the Stockholder Representative shall, throughout the entire period starting on the Closing Date and ending on the Delivery Date, meet and discuss any and all financial and business matters relating to During the preparation of the Closing Balance SheetSheet and the calculation of Closing Working Capital (collectively, the "Closing Financial Data"), and the period of any dispute within the contemplation of this Section 2.06, the Representative shall reasonably cooperate with Parent and Parent's authorized representatives, including by providing on a timely basis all information in its possession necessary in preparing the Closing Financial Data that is not in the possession of the Surviving Corporation. (c) Parent shall deliver a copy of the Closing Financial Data to the Representative promptly after it has been prepared together with duly executed certificates from each of the Surviving Corporation and Deloitte & Touche stating that such Closing Financial Data was prepared in accordance with GAAP consistent with the Company's past practice and in accordance with the policies and procedures set forth in Exhibit 2.06(a). After receipt of the Closing Financial Data, the Representative shall have 45 days to review the Closing Financial Data, together with the workpapers used in the preparation thereof, and have its independent auditors, at its expense, audit the Closing Balance Sheet in accordance with GAAP consistent with the Company's past practice. From and after the Closing Date, Parent shall cooperate with the Representative and its authorized representatives (including its auditors) (including providing access to books, records, facilities and employees of the Surviving Corporation and the workpapers of the Surviving Corporation and Deloitte & Touche) so that the Representative and its auditors may review the Closing Financial Data. The Representative may dispute items reflected in the Closing Financial Data only on the basis that such amounts were not prepared in conformity with GAAP consistent with the Company's past practice and the accounting policies and procedures set forth on Exhibit 2.06 (a) hereto or were arrived at based on mathematical or clerical error. Unless the Representative delivers written notice to Parent on or prior to the 45th day after the Representative's receipt of the Closing Financial Data specifying in reasonable detail the amount, nature and basis of all disputed items, the Representative shall be deemed to have accepted and agreed to the calculation of Closing Working Capital. If the Representative so notifies Parent of its objection to the calculation of Closing Working Capital, the Representative and Parent shall, within 30 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive. All amounts that are not in dispute with respect to the calculation of Closing Working Capital shall be released from the Adjustment Escrow Account by the Escrow Agent pursuant to the Escrow Agreement, and paid to the Stockholders and Optionholders in accordance with their Applicable Percentage. (d) If, at the conclusion of the Resolution Period, any amounts remain in dispute, then all amounts remaining in dispute shall be submitted to KPMG (the "Neutral Auditor"). Each party agrees to execute, if requested by the Neutral Auditor, a reasonable engagement letter, including customary indemnities. Parent and the Company shall each pay the

Merger Consideration Adjustment. (ai) No later than one At least three (13) Business Day Days prior to the ClosingClosing Date, the Company shall deliver to the Acquiror a certificate, executed by the Chief Financial Officer of the Company, setting forth Parent (A) (1an unaudited consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP applied on a basis consistent with the Company Balance Sheet and the principles and methodologies set forth on Schedule 1.6(h) a reasonable, and setting forth the Company’s good faith estimate of the Net Debt and unpaid consolidated balance sheet of the Company Transaction Expenses as of the start of business on Closing Date (the “Estimated Closing Date, Balance Sheet”) and (2B) a reasonable, statement (the “Estimated Closing Statement”) setting forth in reasonable detail (1) a good faith estimate of the Closing Working Capital based on the Estimated Closing Balance Sheet (such estimate, the “Estimated Closing Working Capital”), and (2) the amount of the Closing Working Capital Deficit, if any, based on the amount of the Estimated Closing Working Capital (the “Estimated Closing Working Capital Deficit”), or the amount of the Closing Working Capital Surplus, if any, based on the amount of the Estimated Closing Working Capital (the “Estimated Closing Working Capital Surplus”), (3) the Total Debt Amount, comprising the Closing Debt Amount determined by reference to the pay-off letters referred to in Section 6.3(d)(i) and the Post-Closing Debt Amount determined by reference to the debt confirmation letter referred to in Section 6.3(d)(ii), (4) the Closing Transaction Expenses (if any) that are unpaid as of the Closing determined by reference to the invoices, statements and releases referred to in Section 6.3(d)(iii), and (5) a reasonable good faith estimate of the Company’s Stub TaxesClosing Cash Amount based on the Estimated Closing Balance Sheet (the “Estimated Closing Cash Amount”). At the time of the Closing, together with such documents the Merger Consideration shall be calculated based upon the Total Debt Amount (comprising the Closing Debt Amount determined by reference to the pay-off letters referred to in Section 6.3(d)(i) and information necessary the Post-Closing Debt Amount determined by reference to verify the amount debt confirmation letter referred to in Section 6.3(d)(ii)), the Closing Transaction Expenses (if any) that are unpaid as of Net Debtthe Closing (determined by reference to the invoices, Company Transaction Expensesstatements, and releases referred to in Section 6.3(d)(iii)), the Estimated Closing Working Capital Deficit (if any), the Estimated Closing Working Capital Surplus (if any) and the estimate of the Company’s Stub Taxes (the Company shall provide Acquiror with reasonable access to all documents and personnel necessary for reviewing the amounts Estimated Closing Cash Amount as set forth in the certificate)Estimated Closing Statement, subject to the reasonable review and approval of Parent, and the Company shall (BI) a schedule setting forth how provide Parent and the Net Merger Consideration will be distributedauthorized representatives of Parent copies of, or reasonable access during normal business hours to, all relevant financial information to the extent required to complete Parent’s review of the Estimated Closing Statement and (II) cooperate with the reasonable requests of Parent and the authorized representatives of Parent with respect to the review of the Estimated Closing Statement, including wire instructions by providing all information reasonably necessary in reviewing the case of payments to be made at Estimated Closing by wire transfer, and (C) the cash statements and the associated reconciliations upon which the estimated Net Debt as of the start of business on the Closing Date was determined. The good faith estimate of the Net Merger Consideration as of the start of business on the Closing Date shall be referred to as the “Closing Estimate.” All such calculations shall be prepared by the Company in accordance with GAAP applied using the same accounting methods, principles, practices and policies that were used in the preparation of the Financial StatementsStatement. (b) The Net Merger Consideration will be (i) increased on a dollar-for-dollar basis by the amount by which the Working Capital as of the open of business on the Closing Date (the “Closing Working Capital”) is greater than Target Working Capital, or (ii) decreased on a dollar-for-dollar basis by Within sixty (60) Business Days following the amount by which the Closing Working Capital is less than Target Working Capital. Closing, Parent shall (cA) The final amounts of Company Transaction Expenses, Net Debt, and Closing Working Capital shall each prepare (or caused to be determined from prepared) a consolidated balance sheet of the Company as of the Closing Date (the “Closing Balance Sheet”) of and a statement (the Company and its Subsidiaries as of “Closing Statement” and, together with the open of business Closing Balance Sheet, the “Closing Financial Data”) indicating Parent’s calculation (based on the Closing DateBalance Sheet and consistent with the definitions and terms set forth in this Agreement) of the Closing Working Capital Components and reconciling the Estimated Closing Working Capital Deficit (if any), the Estimated Closing Working Capital Surplus (if any) and the Estimated Closing Cash Amount as set forth in the Estimated Closing Statement and (B) deliver a copy of the Closing Financial Data to the Representative. The Closing Balance Sheet shall be prepared in accordance with GAAP applied on a basis consistent with the Company Balance Sheet and the principles and methodologies set forth on Schedule 1.6(h). Following such sixty (which for purposes hereof 60) Business Day period, Parent shall be deemed not to apply have accepted and agreed to the Company’s calculation of Taxes nor to require the inclusion of footnotes) applied using the same accounting methods, principles, practices and policies that were used each Closing Working Capital Component as set forth in the preparation of the Financial Statements. Acquiror shall cause the Surviving Corporation to prepare the Estimated Closing Balance Sheet and deliver the Estimated Closing Statement except with respect to each individual Closing Working Capital Component that is expressly disputed during such period by Parent in the Closing Balance Sheet Financial Data and any undisputed Closing Working Capital Components shall be deemed final, binding and conclusive on Parent; provided, however, that Parent shall be deemed to have expressly disputed any Closing Working Capital Component if and to the Stockholder Representative not more than sixty days following extent that the net amount of such Closing Working Capital Component as set forth in the Closing Date. “Delivery Date” means Financial Data varies from the date on which net amount of such Closing Working Capital Component as set forth in the Estimated Closing Balance Sheet is so delivered. Acquiror and the Stockholder Representative shall, throughout the entire period starting on the Closing Date and ending on the Delivery Date, meet and discuss any and all financial and business matters relating to the preparation Statement. (iii) After receipt of the Closing Financial Data, the Representative shall have thirty (30) Business Days to review the Closing Financial Data. Parent shall (A) provide the Representative and the authorized representatives of the Representative copies of, or reasonable access during normal business hours to, all relevant financial information to the extent required to complete the Representative’s review of the Closing Financial Data and (B) cooperate with the reasonable requests of the Representative and the authorized representatives of the Representative with respect to the review of the Closing Financial Data, including by providing all information reasonably necessary in reviewing the Closing Financial Data. Unless the Representative delivers a written dispute notice signed by the Representative to Parent on or prior to the thirtieth (30th) Business Day after the Representative’s receipt of the Closing Financial Data (a “Dispute Notice”) disputing that the Closing Financial Data is not mathematically correct, or was not prepared in accordance with GAAP applied on a basis consistent with the Company Balance SheetSheet and the principles and methodologies set forth on Schedule 1.6(h), then the Representative shall be deemed to have accepted and agreed to, on behalf of the Company Securityholders and the Other Participants, Parent’s calculation of the Closing Working Capital Components as set forth in the Closing Financial Data, and such calculation shall be final, binding and conclusive on Parent, the Company, all Company Securityholders and the Other Participants. (iv) If the Representative timely delivers a Dispute Notice, the Representative and Parent shall, within thirty (30) Business Days (or such longer period as Parent and the Representative may agree in writing) following receipt of such Dispute Notice (the “Resolution Period”), attempt in good faith to resolve their differences and any resolution in writing signed by each of them as to any disputed amounts shall be final, binding and conclusive. (v) If, at the conclusion of the Resolution Period, there are any amounts remaining in dispute, then such amounts remaining in dispute may be submitted by either the Representative or Parent for binding resolution to a nationally recognized independent certified public accounting firm (which firm shall be subject to the mutual approval of Parent and the Representative and may not be Parent’s independent registered certified public accounting firm or perform audit services for the Representative, or any Company Securityholders holding more than ten percent (10%) of the issued and outstanding Company Securities, as determined on a fully-diluted basis, immediately prior to the Effective Time), appointed by the mutual agreement of Parent and the Representative (the “Independent Accountant”) within ten (10) Business Days after the expiration of the Resolution Period. The Independent Accountant shall act as an arbitrator to determine whether the Closing Working Capital Components set forth in the Closing Financial Data that remain disputed following the Resolution Period (the “Disputed Components”) are not mathematically correct or were not prepared in accordance with GAAP applied on a basis consistent with the Company Balance Sheet and the principles and methodologies set forth on Schedule 1.6(h) by choosing the position of Parent or the Representative. The Independent Accountant shall not have the authority to determine the accuracy of any Closing Working Capital Components other than the Disputed Components and, for the avoidance of doubt, shall not have the authority to alter any Closing Working Capital Component in favor of a party if such Closing Working Capital Component has become final, binding and conclusive on such party pursuant to this Section 1.6(h) or has been resolved by Parent and the Representative in writing during the Resolution Period. The Independent Accountant’s resolution of the Disputed Components shall be made within twenty (20) Business Days following its engagement, shall be set forth in a written statement delivered to the Representative and Parent and shall be final, binding and conclusive, absent manifest error. The fees, costs and expenses of the Independent Accountant shall be paid (A) out of the Representative Fund if the amount of the Merger Consideration calculated after substituting for the Disputed Amounts the Independent Accountant’s calculation of such Disputed Amounts, is closer to the amount of the Merger Consideration last proposed by Parent and (B) by Parent if the amount of the Merger Consideration calculated after substituting for the Disputed Amounts the Independent Accountant’s calculation of such Disputed Amounts, is closer to the amount of the Merger Consideration last proposed by the Stockholders Representative. (vi) If it is determined pursuant to the foregoing provisions of this Section 1.6(h) that the Closing Working Capital Components as calculated by the Company and set forth in the Estimated Closing Statement shall have been inaccurate, then (A) if such inaccuracy resulted in the Merger Consideration being overstated, Parent shall be entitled to deduct, from the Working Capital Fund, the amount by which the Merger Consideration shall have been overstated (the “Merger Consideration Excess Amount”) and (B) if such inaccuracy resulted in the Merger Consideration being understated, Parent shall deliver to the Company Securityholders and the Other Participants (pursuant to the written instructions from the Representative) the amount by which the Merger Consideration was understated (the “Merger Consideration Shortfall Amount”), less the Pro Rata Portion thereof allocable to any Company Securityholder which has theretofore failed to comply with Section 1.7, and the Representative shall direct the Escrow Agent to distribute to (1) the Other Participants the respective amounts of the Merger Consideration Shortfall Amount as set forth on Schedule 1.6(d) and (2) each Company Securityholder (subject to such Company Securityholder’s compliance with Section 1.7) an amount equal to such Company Securityholder’s Pro Rata Portion of the Merger Consideration Shortfall Amount, after deducting the amount payable to the Other Participants pursuant to Section 1.6(h)(vi)(1) as set forth on Schedule 1.6(d), in each case if the Merger Consideration Shortfall Amount had been included in the original calculation of Merger Consideration at the time of Closing. Thereafter, the Representative shall direct the Escrow Agent to distribute to (I) the Other Participants the respective amounts of any amount remaining in the Working Capital Fund as set forth on Schedule 1.6(d) and (II) the Company Securityholders (subject to such Company Securityholder’s compliance with Section 1.7) an amount equal to such Company Securityholder’s Pro Rata Portion of any amount remaining in the Working Capital Fund, after deducting the amount payable to the Other Participants pursuant to Section 1.6(h)(vi)(I), as set forth on Schedule 1.6(d). Notwithstanding the foregoing, any written instructions by the Representative to the Escrow Agent shall be made in accordance with the terms of the Escrow Agreement and the agreements with each of Lazard and the Other Participants.

Merger Consideration Adjustment. (a) No later than Parent shall use its commercially reasonable efforts to prepare and deliver to Stockholders’ Agent within one hundred twenty (1120) Business Day prior to days of the Closing, Effective Date (i) a final consolidated balance sheet of the Company shall deliver to the Acquiror a certificate, executed by the Chief Financial Officer of the Company, setting forth (A) (1) a reasonable, good faith estimate of the Net Debt and unpaid Company Transaction Expenses as of the start close of business on the Closing Date, Effective Date (2) a reasonable, good faith estimate of Closing Working Capital (the “Estimated Closing Working CapitalEffective Date Balance Sheet”), and (3) a reasonable good faith estimate of the Company’s Stub Taxes, together with such documents and information necessary to verify the amount of Net Debt, Company Transaction Expenses, Estimated Closing Working Capital and the estimate of the Company’s Stub Taxes (the Company shall provide Acquiror with reasonable access to all documents and personnel necessary for reviewing the amounts set forth in the certificate), (Bii) a schedule setting forth how the Net Merger Consideration will be distributed, including wire instructions in the case of payments to be made at Closing by wire transfer, and (C) the cash statements and the associated reconciliations upon which the estimated Net Debt as of the start of business on the Closing Date was determined. The good faith estimate of the Net Merger Consideration as of the start of business on the Closing Date shall be referred to as the “Closing Estimate.” All such calculations shall be prepared by the Company in accordance with GAAP applied using the same accounting methods, principles, practices and policies that were used in the preparation of the Financial Statements. (b) The Net Merger Consideration will be (i) increased on a dollar-for-dollar basis by the amount by which showing the Working Capital as of the open close of business on the Closing Effective Date (the “Closing Effective Date Working Capital”) is greater than Target Working Capital, or (iiand the resulting adjustment to the Merger Consideration proposed to be made in accordance with Section 4.8(e) decreased on a dollar-for-dollar basis by the amount by which the Closing Working Capital is less than Target Working Capital. (c) The final amounts of Company Transaction Expenses, Net Debt, and Closing Working Capital shall each be determined from a consolidated balance sheet (the “Closing Balance SheetFinal Adjustment Report”) of the Company and its Subsidiaries as of the open of business on the Closing Date). The Closing Effective Date Balance Sheet shall be prepared in accordance with GAAP and shall be clearly identified as the Effective Date Balance Sheet and Final Adjustment Report under this Section 4.8(a). (b) The Stockholders’ Agent or an accountant appointed by the Stockholders’ Agent (which accountant shall be reasonably acceptable to Parent and shall be subject to a reasonable confidentiality agreement) shall have the right to inspect and review the Company’s books, records and work papers upon prior notice to the Parent and during normal business hours (and without interrupting Parent’s business operations) solely to the extent relevant to the Effective Date Balance Sheet, the Effective Date Working Capital and the Final Adjustment Report and Parent’s calculation of the amounts set forth therein. The Stockholders’ Agent shall bear the cost and expenses of such accountant unless it is ultimately determined in accordance with the terms and conditions set forth herein that Parent’s calculation of the Working Capital Adjustment was deficient by more than the greater of (i) $50,000 or (ii) ten percent (10%), in which event Parent shall reimburse the Stockholders’ Agent for purposes hereof such reasonable costs and expenses. Within thirty (30) days after receipt of the Effective Date Balance Sheet and the Final Adjustment Report, the Stockholders’ Agent may, by written notice to Parent, object to the Effective Date Balance Sheet or the calculation of the Effective Date Working Capital and the resulting adjustment to the Merger Consideration set forth in the Final Adjustment Report. If the Stockholders’ Agent objects in good faith to the Effective Date Balance Sheet or the Effective Date Working Capital and the resulting adjustment to the Merger Consideration set forth in the Final Adjustment Report, the Stockholders’ Agent shall within such thirty (30) day period deliver written notice of its objection (the “Objection Notice”) to Parent: (i) objecting to the Effective Date Balance Sheet and/or the Effective Date Working Capital and the resulting adjustment to the Merger Consideration set forth in the Final Adjustment Report, (ii) setting forth the items being disputed and the basis for such dispute and (iii) specifying the Stockholders’ Agent’s calculation of the Effective Date Working Capital and the resulting adjustment to the Merger Consideration to be made in accordance with Section 4.8(e). If the Stockholders’ Agent fails to deliver the Objective Notice during such thirty (30) day period, other than as a result of Parent’s breach of its obligations under the immediately preceding sentence, then the Effective Date Balance Sheet and the Effective Date Working Capital delivered by Parent pursuant to Section 4.8(a) shall be deemed not to apply final and the determination of the adjustment to the Merger Consideration as set forth in the Final Adjustment Report shall be conclusive and binding. (c) For thirty (30) days after delivery of any Objection Notice, the Stockholders’ Agent and Parent shall attempt to resolve all disputes between them regarding the Effective Date Working Capital and the resulting adjustment to the Merger Consideration. If the Stockholders’ Agent and Parent cannot resolve all such disputes within such thirty (30) day period, the matters in dispute shall be determined by a nationally recognized independent public accounting firm mutually satisfactory to the Stockholders’ Agent and Parent (the “Arbiter”). Promptly, but not later than thirty (30) days after the acceptance of its appointment, the Arbiter shall determine (based solely on presentations by Parent and the Stockholders’ Agent to the Arbiter and not by independent review) only those items in dispute and shall render a report as to its resolution of such items and the resulting calculation of Taxes nor the Effective Date Working Capital. In resolving any disputed item, the Arbiter may not assign a value to require such item greater than the inclusion of footnotes) applied using the same accounting methods, principles, practices and policies that were used greatest value for such item claimed by either party in the preparation Effective Date Balance Sheet, Final Adjustment Report or Objection Notice or less than the lowest value for such item claimed by either party in the Effective Date Balance Sheet, Final Adjustment Report or Objection Notice. The Stockholders’ Agent and Parent shall cooperate with the Arbiter in making its determination and such determination shall be conclusive and binding. (d) The Stockholders’ Agent and Parent shall each bear one-half of the Financial Statements. Acquiror shall cause fees and expenses of the Surviving Corporation to prepare the Closing Balance Sheet and deliver the Closing Balance Sheet to the Stockholder Representative not more than sixty days following the Closing Date. “Delivery Date” means the date on which the Closing Balance Sheet is so delivered. Acquiror and the Stockholder Representative shallArbiter, throughout the entire period starting on the Closing Date and ending on the Delivery Date, meet and discuss it being understood that any and all financial and business matters relating amounts for which the Stockholders’ Agent is responsible pursuant to this Section 4.8(d) shall be paid from the Escrow Fund. (e) Within five (5) Business Days after the final determination of the Effective Date Working Capital in accordance with this Section 4.8, if the Effective Date Working Capital is less than the Target Working Capital, the Stockholders’ Agent shall pay, in immediately available funds to an account designated by Parent, an amount equal to the preparation difference between the Effective Date Working Capital and Target Working Capital. In the event that the Stockholders’ Agent does not make all or a portion of such payment within such five (5) Business Day period, Parent may withdraw such unpaid amounts from the Escrow Fund, and the Stockholders’ Agent shall promptly replenish the Escrow Fund for such withdrawn amounts pursuant to Section 4.6(a). Within five (5) Business Days after the final determination of the Closing Balance SheetEffective Date Working Capital in accordance with this Section 4.8, if the Effective Date Working Capital is greater than the Target Working Capital, Parent shall pay, in immediately available funds to an account designated by the Stockholders’ Agent, an amount in cash equal to the difference between the Effective Date Working Capital and Target Working Capital and payment of such amount to the Stockholders’ Agent shall be in full satisfaction of Parent’s obligations under this Section 4.8(e). All payments pursuant to Section 4.8(e) shall be treated as an adjustment to the Merger Consideration for all foreign, federal, state and local income Tax purposes.

Merger Consideration Adjustment. (a) No later than one (1) Business Day prior to the Closing, the Company shall deliver to the Acquiror a certificate, executed by the Chief Financial Officer of the Company, setting forth (A) (1) a reasonable, good faith estimate of the Net Debt and unpaid Company Transaction Expenses as of the start of business on Within 90 days following the Closing Date, the Surviving Company (2or, in the event that the Post-Closing Mergers have occurred prior to such date, Holdco) a reasonable, good faith estimate of Closing Working Capital (“Estimated Closing Working Capital”), shall prepare and (3) a reasonable good faith estimate of deliver to the Company’s Stub Taxes, together with such documents and information necessary to verify the amount of Net Debt, Company Transaction Expenses, Estimated Closing Working Capital Representative and the estimate of the Company’s Stub Taxes Buyer Representative (the Company shall provide Acquiror with reasonable access to all documents and personnel necessary for reviewing the amounts set forth in the certificate), (Ba) a schedule setting forth how the Net Merger Consideration will be distributed, including wire instructions in the case of payments to be made at Closing by wire transfer, and (C) the cash statements and the associated reconciliations upon which the estimated Net Debt as of the start of business on the Closing Date was determined. The good faith estimate of the Net Merger Consideration as of the start of business on the Closing Date shall be referred to as the “Closing Estimate.” All such calculations shall be prepared by the Company in accordance with GAAP applied using the same accounting methods, principles, practices and policies that were used in the preparation of the Financial Statements. (b) The Net Merger Consideration will be (i) increased on a dollar-for-dollar basis by the amount by which the Working Capital as of the open of business on the Closing Date (the “Closing Working Capital”) is greater than Target Working Capital, or (ii) decreased on a dollar-for-dollar basis by the amount by which the Closing Working Capital is less than Target Working Capital. (c) The final amounts of Company Transaction Expenses, Net Debt, and Closing Working Capital shall each be determined from a an unaudited consolidated balance sheet (the “Closing Balance Sheet”) of the Company and its Subsidiaries as of 11:59 p.m. (Chicago, Illinois time) on the open day before the Closing (the “Company Closing Balance Sheet”), (b) an unaudited consolidated balance sheet of business Buyer and its Subsidiaries as of 11:59 p.m. (Chicago, Illinois time) on the day before the Closing (the “Buyer Closing Balance Sheet”) and (c) a statement (the “Closing Statement”) setting forth the Surviving Company’s (or, as applicable, Holdco’s) calculation of Company Closing Net Working Capital, Company Closing Net Indebtedness and Buyer Closing Net Working Capital. During the 90 day period following the Closing Date, the Buyer Representative shall provide the Surviving Company (or, as applicable, Holdco) with reasonable assistance, as the Surviving Company may reasonably request, in the preparation of the Buyer Closing Balance Sheet and the calculation of Buyer Closing Net Working Capital. The Company Closing Balance Sheet shall be prepared on a consolidated basis for the Company and its Subsidiaries in accordance with GAAP (which for purposes hereof shall be deemed not to apply to applied on a basis consistent with the calculation of Taxes nor to require the inclusion of footnotes) applied using the same accounting methodsmethodologies, principlespractices, practices estimation techniques, assumptions and policies that were principles used in the preparation of the Financial Statements. Acquiror financial statements included in the Company SEC Reports related to the fiscal quarter ended March 31, 2006 and the Buyer Closing Balance Sheet shall cause be prepared on a consolidated basis for Buyer and its Subsidiaries in accordance with GAAP applied on a basis consistent with the methodologies, practices, estimation techniques, assumptions and principles used in the preparation of the financial statements included in the Buyer SEC Reports related to the fiscal quarter ended March 31, 2006; provided that, notwithstanding the foregoing or anything else herein to the contrary (including the definition of Buyer Net Working Capital and Company Net Working Capital), in the event that the day before the Closing Date is a date other than the last calendar day of a month, the Surviving Corporation Company (or, as applicable, Holdco) may, in the calculation of Buyer Closing Net Working Capital and Company Closing Net Working Capital, use any roll-forward from the most recent calendar month end prior to prepare the Closing Date or similar technique as it deems reasonably necessary to calculate any component thereof. During the 20 days immediately following the Company Representative’s and Buyer Representative’s receipt of the Company Closing Balance Sheet, Buyer Closing Balance Sheet and deliver the Closing Statement, subject to execution and delivery by the Surviving Company (or, as applicable, Holdco) of a customary hold harmless letter in favor of the Person(s) preparing such work papers, the Company Representative and Buyer Representative shall be permitted to review such working papers relating to the Company Closing Balance Sheet, Buyer Closing Balance Sheet to and the Stockholder Representative not more than sixty Closing Statement. The Company Closing Balance Sheet, Buyer Closing Balance Sheet and the Closing Statement shall become final and binding upon the parties 20 days following the Closing DateBuyer Representative’s receipt thereof unless the Company Representative or Buyer Representative gives written notice of its disagreement (each a “Notice of Disagreement”) to the other prior to such date. “Delivery Date” means Any Notice of Disagreement shall (x) specify in reasonable detail the date nature and amount of any disagreement so asserted, and (y) only include disagreements based on which the Closing Balance Sheet is so delivered. Acquiror and the Stockholder Representative shall, throughout the entire period starting mathematical errors or based on the Closing Date and ending on the Delivery Date, meet and discuss any and all financial and business matters relating to the preparation of the Company Closing Balance Sheet, Buyer Closing Balance or Closing Statement not being prepared in accordance with this Agreement.

Merger Consideration Adjustment. (ai) No later than one Prior to the Closing Date, the Shareholder shall have prepared and delivered to the Parent a statement (the “Preliminary Net Working Capital Certificate”) setting forth in reasonable detail its estimate of Net Working Capital (the “Preliminary Net Working Capital”) as of the close of business on the Closing Date and the calculations supporting such estimate. The Preliminary Net Working Capital shall be calculated on a basis consistent with GAAP applied consistently with the Companies’ historical accounting practices and the principles set forth on Schedule 1.2(c)(i), and Net Working Capital shall include only the components of current assets and current liabilities of each of the respective Companies as have been agreed to by the parties hereto reflected on Schedule 1.2(c)(i). (ii) Within ninety (90) days following the Closing Date, the Parent shall prepare and deliver to the Shareholder a statement (the “Closing Statement”) setting forth in reasonable detail its calculation of (1) Business Day prior to the Closing, the Company shall deliver to the Acquiror a certificate, executed by the Chief Financial Officer of the Company, setting forth (A) (1) a reasonable, good faith estimate of the Net Debt and unpaid Company Transaction Expenses Working Capital as of the start close of business on the Closing Date, and calculated on a basis consistent with GAAP applied consistently with the Companies’ historical accounting practices and the principles set forth on Schedule 1.2(c)(i), and Net Working Capital shall include only the components of current assets and current liabilities of each of the respective Companies as have been agreed to by the parties hereto reflected on Schedule 1.2(c)(i), (2) a reasonable, good faith estimate of Closing Working Capital (“Estimated Closing Working Capital”), and (3) a reasonable good faith estimate of the Company’s Stub Taxes, together with such documents and information necessary to verify the amount of Net Debt, Company actual Transaction Expenses, Estimated Closing Working Capital and the estimate of the Company’s Stub Taxes (the Company shall provide Acquiror with reasonable access to all documents and personnel necessary for reviewing the amounts set forth in the certificate), (B) a schedule setting forth how the Net Merger Consideration will be distributed, including wire instructions in the case of payments to be made at Closing by wire transfer, and (C) the cash statements and the associated reconciliations upon which the estimated Net Debt Expenses as of the start close of business on the Closing Date was determined. The good faith estimate of the Net Merger Consideration and (3) actual Funded Indebtedness as of the start of business on the Closing Date shall be referred to as the “Closing Estimate.” All such calculations shall be prepared by the Company in accordance with GAAP applied using the same accounting methods, principles, practices and policies that were used in the preparation of the Financial Statements. (b) The Net Merger Consideration will be (i) increased on a dollar-for-dollar basis by the amount by which the Working Capital as of the open of business on the Closing Date (the “Closing Working Capital”) is greater than Target Working Capital, or (ii) decreased on a dollar-for-dollar basis by the amount by which the Closing Working Capital is less than Target Working Capital. (c) The final amounts of Company Transaction Expenses, Net Debt, and Closing Working Capital shall each be determined from a consolidated balance sheet (the “Closing Balance Sheet”) of the Company and its Subsidiaries as of the open close of business on the Closing Date. The If within thirty (30) days after the Shareholder’s receipt of the Closing Balance Sheet Statement (the “Objection Period”), the Parent has not received an Objection Notice, then such Net Working Capital, Transaction Expenses and Funded Indebtedness set forth on the Closing Statement shall be prepared deemed the Final Net Working Capital, Final Transaction Expenses and Final Funded Indebtedness, respectively, and the Cash Amount of the Merger Consideration shall be adjusted (if at all) in accordance with GAAP Section 1.2(c)(vii); however, if an Objection Notice has been delivered, then Section 1.2(c)(iii) and Section 1.2(c)(iv) hereof shall apply. (which iii) If the Shareholder in good faith disagrees with any portion of the Parent’s calculation of Net Working Capital, Transaction Expenses or Funded Indebtedness as set forth in the Closing Statement, then the Shareholder may, within the Objection Period, deliver a written notice to the Parent setting forth the Shareholder’s objections thereto (the “Objection Notice”). Any Objection Notice shall specify in detail any good faith and reasonable disagreement as to the amount of the Net Working Capital, Transaction Expenses and Funded Indebtedness, including Seller’s calculation of the same if possible. (iv) If an Objection Notice is timely received by the Parent within the Objection Period, the Parent and the Shareholder shall, during the fifteen (15) days following the Parent’s receipt of such Objection Notice (the “Net Working Capital Settlement Deadline”), use their good faith, reasonable efforts to reach an agreement on the disputed items. If such an agreement is reached prior to the Net Working Capital Settlement Deadline, then the Net Working Capital, Transaction Expenses and Funded Indebtedness as so agreed in writing signed by Parent and Shareholder shall be the Final Net Working Capital, Final Transaction Expenses and Final Funded Indebtedness and the Cash Amount of the Merger Consideration shall be adjusted, if at all, in accordance with the provisions of Section 1.2(c)(vii). If the Parent and the Shareholder are unable to reach such an agreement prior to the Net Working Capital Settlement Deadline, the Parent and the Shareholder shall jointly retain the independent auditor, EY located at Chase Tower, 100 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxxx, Xxxxxxx 00000 (the “Accountant”) within fifteen (15) days following the Net Working Capital Settlement Deadline to resolve any remaining disagreements. The Parent and the Shareholder shall direct the Accountant to render a determination in writing as promptly as practicable (and in any event within thirty (30) Days after its retention) and the Parent and the Shareholder shall cooperate with the Accountant during the engagement and make available the records and workpapers necessary for purposes hereof its review. The Accountant shall consider only those items and amounts set forth in the Objection Notice that the Parent and the Shareholder have been unable to resolve, and the Accountant shall review only the records and workpapers submitted and base its determination solely on such submissions and the related computational materials. In resolving any disputed item, the Accountant may not assign a value to any item greater than the greatest value of such item claimed by the Parent or the Shareholder or less than the smallest value for such item claimed by the Parent or the Shareholder. The Accountant’s determination shall be based on the definitions included herein and shall otherwise be made in accordance with this Agreement, including the principles set forth on Schedule 1.2(c)(i). The determination of the Accountant shall be conclusive and binding upon the parties hereto, and the Cash Amount of the Merger Consideration shall be adjusted, if at all, in accordance with the provisions of Section 1.2(c)(vii). The Parent and the Shareholder shall each bear fifty percent (50%) of the fees and expenses of the Accountant. The Parent and the Shareholder shall each bear one hundred percent (100%) of their own related expenses other than expenses related to the Accountant. (v) The Net Working Capital, Transaction Expenses and Funded Indebtedness either as agreed to by the Shareholder and the Parent, or as deemed final pursuant to Section 1.2(c)(ii), or as adjusted pursuant to Section 1.2(c)(iv), shall be final and binding on the parties hereto and will be referred to as the “Final Net Working Capital,” Final Transaction Expenses,” and “Final Funded Indebtedness,” respectively. (vi) The Parent and the Shareholder shall cooperate and assist in good faith in the determination of the Final Net Working Capital, Final Transaction Expenses and Final Funded Indebtedness and in the conduct of the reviews referred to in this Section 1.2, including making available, to the extent reasonably necessary, books, records, work papers and personnel at such reasonable times as the Parent or the Shareholder shall request and permitting the copying of records or extracts thereof reasonably requested. (vii) The Cash Amount of the Merger Consideration shall be adjusted (if at all) as follows following the Closing: (1) If the Cash Amount of the Merger Consideration was adjusted by the Adjustment Amount at Closing and the Final Net Working Capital is less than the Preliminary Net Working Capital by an amount greater than Ten Thousand Dollars ($10,000), then the Parent and the Shareholder will cause the Parent to be promptly paid from the Escrow Amount the positive difference between the Final Net Working Capital and the Preliminary Net Working Capital in accordance with Section 1.2(c)(vii)(8) below. (2) If the Cash Amount of the Merger Consideration was adjusted by the Adjustment Amount at Closing and the Final Net Working Capital is greater than the Preliminary Net Working Capital by an amount greater than Ten Thousand Dollars ($10,000), then the Parent shall promptly to the Shareholder the difference between the Final Net Working Capital and the Preliminary Net Working Capital in accordance with Section 1.2(c)(vii)(7) below. (3) If the Cash Amount of the Merger Consideration was not adjusted at Closing by the Adjustment Amount and the Final Net Working Capital is less than the Target Net Working Capital by an amount greater than Ten Thousand Dollars ($10,000), then the Parent and the Shareholder will cause the Parent to be promptly paid from the Escrow Amount the positive difference between the Final Net Working Capital and the Target Net Working Capital in accordance with Section 1.2(c)(vii)(8) below. (4) If the Cash Amount of the Merger Consideration was not adjusted at Closing by the Adjustment Amount and the Final Net Working Capital is greater than the Target Net Working Capital by an amount greater than Ten Thousand Dollars ($10,000), then the Parent shall promptly pay to the Shareholder the difference between the Final Net Working Capital and the Target Net Working Capital in accordance with Section 1.2(c)(vii)(7) below. (5) If the (A) Final Transaction Expenses plus Final Funded Indebtedness is greater than (B) the Payoff Amount plus Estimated Transaction Expenses, then the Shareholder will cause the Parent to be promptly paid from the Escrow Amount the positive difference between clause (A) and clause (B) in accordance with Section 1.2(c)(vii)(8) below. (6) If the (A) Final Transaction Expenses plus Final Funded Indebtedness is less than (B) the Payoff Amount plus Estimated Transaction Expenses, then the Parent shall promptly pay the Shareholder the positive difference between clause (A) and clause (B) in accordance with Section 1.2(c)(vii)(7) below. (7) Payments required to be made pursuant to Sections 1.2(c)(vii) (2), (4) or (6), if any, shall be made by the Parent within three (3) Business Days after the Final Net Working Capital, Final Transaction Expenses and Final Funded Indebtedness are determined by wire transfer of immediately available funds to the account designated by the Shareholder. (8) If payments are required to be made pursuant to Section 1.2(c)(vii)(1),(3) or (5), if any, the Shareholder and the Parent shall instruct the Escrow Agent to make such payment from the Escrow Amount within three (3) Business Days after the Final Net Working Capital, Final Transaction Expenses and Final Funded Indebtedness are determined by wire transfer of immediately available funds to the account designated by the Parent. In the event that the Escrow Amount is insufficient to pay to the Parent the amount due pursuant to Section 1.2(c)(vii)(1), (3) or (5), then the Shareholder shall pay the amount due net of the Escrow Amount within three (3) Business Days after the Final Net Working Capital, Final Transaction Expenses and Final Funded Indebtedness are determined by wire transfer of immediately available funds to the account designated by the Parent. (viii) To the extent permitted by Law, any payments made under Section 1.2(c), shall be deemed not to apply adjustments to the calculation of Taxes nor to require the inclusion of footnotes) applied using the same accounting methodsMerger Consideration for U.S. federal, principles, practices state and policies that were used in the preparation of the Financial Statements. Acquiror shall cause the Surviving Corporation to prepare the Closing Balance Sheet and deliver the Closing Balance Sheet to the Stockholder Representative not more than sixty days following the Closing Date. “Delivery Date” means the date on which the Closing Balance Sheet is so delivered. Acquiror and the Stockholder Representative shall, throughout the entire period starting on the Closing Date and ending on the Delivery Date, meet and discuss any and all financial and business matters relating to the preparation of the Closing Balance Sheetlocal income Tax purposes.