Common use of Merger Consideration Adjustments Clause in Contracts

Merger Consideration Adjustments. (a) At least two (2) Business Days prior to the Closing Date, the Company shall prepare (or cause to be prepared), issue and deliver to Parent its good faith estimate of: (i) balance sheet of the Company setting forth the assets and liabilities of the Company as of the Effective Time (the “Estimated Closing Balance Sheet”), and (ii) the Net Working Capital (the “Estimated Net Working Capital”). Parent and its Representatives shall have the right to review and copy the computations and work papers (including accountants’ work papers) and the Company’s underlying books and records used in connection with the Company’s computation and preparation of its proposed drafts of the Estimated Closing Balance Sheet and the Estimated Net Working Capital. If Parent disputes the Estimated Closing Balance Sheet (or any portion thereof) or the Estimated Net Working Capital prior to the Closing, then Parent and the Company will negotiate in good faith to resolve any such dispute at or prior to Closing, but the resolution of any such dispute is not a condition to Closing. Each of the Estimated Closing Balance Sheet and the Estimated Net Working Capital shall be prepared in accordance with the methodology and the accounting principles set forth in Exhibit D (the “Merger Consideration Adjustment Methodology”). In the event the Estimated Net Working Capital (i) exceeds the Net Working Capital Target, then the Closing Merger Consideration shall be increased, dollar for dollar, by the amount that the Estimated Net Working Capital exceeds the Net Working Capital Target; or (ii) is less than the Net Working Capital Target, then the Closing Merger Consideration shall be decreased, dollar for dollar, by the amount that the Net Working Capital Target exceeds the Estimated Net Working Capital (with such adjustment amount under (i) and (ii) of the preceding sentence immediately above being the “Working Capital Adjustment Amount”). (b) As promptly as practicable, but in no event later than sixty (60) days following the Closing Date, Parent shall, in good faith, prepare (or cause to be prepared), issue and deliver to the Shareholder Representative its proposed: (i) balance sheet of the Company setting forth the assets and liabilities of the Company as of the Effective Time (as finalized in accordance with Section 2.6(d), the “Closing Balance Sheet”), (ii) statement of the calculation of the Net Working Capital (as finalized in accordance with Section 2.6(d), the “Net Working Capital Statement”), and (iii) statement of the calculation of the Merger Consideration Adjustment Amount (as finalized in accordance with Section 2.6(d), the “Adjustment Amount Statement”). The Shareholder Representative and its Representatives shall have the right to review and copy the computations and work papers (including accountants’ work papers) and the Surviving Corporation’s underlying books and records used in connection with Parent’s computation and preparation of its proposed drafts of the Closing Balance Sheet, the Net Working Capital Statement and the Adjustment Amount Statement. Each of the Closing Balance Sheet, the Net Working Capital Statement and the Adjustment Amount Statement shall be prepared in accordance with the Merger Consideration Adjustment Methodology. (c) Within thirty (30) days following Parent’s delivery of its proposed Closing Balance Sheet, Net Working Capital Statement and Adjustment Amount Statement, the Shareholder Representative shall, in a written notice to Parent, either accept Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and Adjustment Amount Statement, or, in the event that the Shareholder Representative believes that Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and/or Adjustment Amount Statement were not prepared in accordance with the Merger Consideration Adjustment Methodology, deliver a notice (a “Dispute Notice”) in writing prior to the expiration of such thirty (30) day period. The Dispute Notice shall describe in reasonable detail any proposed adjustments to Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and/or Adjustment Amount Statement which the Shareholder Representative believes should be made and the basis therefor. If the Shareholder Representative has not delivered such notice of proposed adjustments within such thirty (30) day period, the Shareholder Representative will be deemed to have accepted Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and Adjustment Amount Statement and such statements shall be final, binding, conclusive and non-appealable. (d) If the Shareholder Representative delivers a Dispute Notice to Parent in a timely manner pursuant to Section 2.6(c) above, then the Shareholder Representative and Parent shall negotiate in good faith to resolve any dispute over the Shareholder Representative’s proposed adjustments to Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and/or Adjustment Amount Statement, provided that if any such dispute is not fully resolved within fifteen (15) days following delivery by the Shareholder Representative of the Dispute Notice (or such longer period as Parent and the Shareholder Representative may mutually agree in writing), then at the request of either the Shareholder Representative or Parent, such dispute shall be submitted to the CPA Firm to resolve any remaining dispute over the Shareholder Representative’s proposed adjustments in accordance with the Merger Consideration Adjustment Methodology, which resolution shall be final, binding, conclusive and non-appealable. The CPA Firm shall be instructed to deliver its written determination not later than the thirtieth (30th) day after the dispute is referred to the CPA Firm. The CPA Firm shall address only those items in dispute and may not assign a value greater than the greatest value for such item claimed by either party or smaller than the smallest value for such item claimed by either party. The CPA Firm’s fees and expenses shall be allocated to the Shareholders from the Shareholder Representative Fund Amount, on the one hand, and Parent and the Surviving Corporation, on the other hand, based on the inverse of the percentage that the CPA Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the CPA Firm. For example, should the items in dispute total in amount to One Thousand Dollars ($1,000) and the CPA Firm awards Six Hundred Dollars ($600) in favor of the Shareholder Representative’s position, sixty percent (60%) of the costs of its review would be borne by Parent and forty percent (40%) of the costs would be borne by the Shareholders from the Shareholder Representative Fund Amount. (e) The Closing Balance Sheet, the Net Working Capital Statement and the Adjustment Amount Statement shall become final and binding on all parties upon the earliest of (i) the Shareholder Representative’s delivery of written notice to Parent of its acceptance of Parent’s proposals thereof, (ii) the Shareholder Representative’s failure to deliver a Dispute Notice within the thirty (30) day period specified in Section 2.6(c) above, (iii) the mutual written agreement of the Shareholder Representative and Parent with respect to any of the Shareholder Representative’s proposed adjustments to Parent’s proposals thereof, or (iv) the CPA Firm’s final resolution of any disputes submitted to the CPA Firm with respect to the Shareholder Representative’s proposed adjustments to Parent’s proposals thereof. For purposes hereof, (A) the “Final Net Working Capital” shall mean the Net Working Capital as reflected on the Net Working Capital Statement, (B) the “Final Indebtedness” shall mean the value of the Indebtedness set forth on the Closing Balance Sheet and (C) the “Final Closing Cash” shall mean the value of the Closing Cash set forth on the Closing Balance Sheet, in each case, as deemed final pursuant to this Section 2.6(e).

Merger Consideration Adjustments. (a) At least two (2) one Business Days Day prior to the Closing Date, the Company shall prepare have prepared and delivered to the Acquiror a statement (or cause to be prepared), issue and deliver to Parent its good faith estimate of: the “Preliminary Closing Statement”) setting forth (i) balance sheet a good-faith estimate of the Company setting forth the assets and liabilities of the Company as of the Effective Time Company’s (the “Estimated Closing Balance Sheet”), and (iiA) the Net Working Capital (the “Estimated Net Working Capital”). Parent and its Representatives shall have , (B) Indebtedness (the right to review and copy “Estimated Indebtedness”), (C) Cash (the computations and work papers (including accountants’ work papers“Estimated Cash”) and (D) Transaction Expenses (the “Estimated Transaction Expenses”), each determined as of the Closing Date (and, except for Estimated Transaction Expenses, calculated without giving effect to the transactions contemplated herein), based on the Company’s underlying books and records used in connection with and other information available at the Company’s computation Closing and preparation of its proposed drafts (ii) on the basis of the Estimated foregoing, a calculation of the Closing Balance Sheet and the Merger Consideration. Estimated Net Working Capital, Estimated Indebtedness, Estimated Cash and Estimated Transaction Expenses shall be calculated on a basis consistent with Schedule 2.11 of the Disclosure Schedules and the accounting principles, practices, assumptions, conventions and policies referred to therein (the “Applicable Accounting Principles”). If Parent disputes the Estimated An illustrative example of a Preliminary Closing Balance Sheet (or any portion thereof) or the Estimated Statement and calculation of Net Working Capital prior to the Closing, then Parent and the Company will negotiate in good faith to resolve any such dispute at or prior to Closing, but the resolution of any such dispute is not a condition to Closing. Each of the Estimated Closing Balance Sheet and the Estimated Net Working Capital shall be prepared in accordance with the methodology and the accounting principles set forth in Exhibit D Schedule 2.11 of the Disclosure Schedules (the “Merger Consideration Adjustment Methodology”). In the event the Estimated Net Working Capital (i) exceeds the Net Working Capital Target, then the Closing Merger Consideration shall be increased, dollar for dollar, by the amount that the Estimated Net Working Capital exceeds the Net Working Capital Target; or (ii) is less than the Net Working Capital Target, then the Closing Merger Consideration shall be decreased, dollar for dollar, by the amount that the Net Working Capital Target exceeds the Estimated Net Working Capital (with such adjustment amount under (i) and (ii) of the preceding sentence immediately above being the “Working Capital Adjustment AmountSample Statement”). (b) As promptly as practicable, but in no event later than sixty (60) Within 90 days following after the Closing Date, Parent shall, in good faith, prepare (or the Acquiror shall cause to be prepared), issue prepared and deliver delivered to the Shareholder Stockholder Representative its proposed: a written statement (the “Final Closing Statement”) that shall include and set forth a calculation in reasonable detail of the actual (i) balance sheet of the Company setting forth the assets and liabilities of the Company as of the Effective Time Net Working Capital (as finalized in accordance with Section 2.6(d), the “Closing Balance SheetNet Working Capital”), (ii) statement of the calculation of the Net Working Capital Indebtedness (as finalized in accordance with Section 2.6(d), the “Net Working Capital StatementClosing Indebtedness”), and (iii) statement Cash (“Closing Cash”) and (iv) Transaction Expenses (“Closing Transaction Expenses”), each determined as of the calculation of Closing Date (and, except for Closing Transaction Expenses, without giving effect to the Merger Consideration Adjustment Amount (as finalized in accordance with Section 2.6(d), the “Adjustment Amount Statement”transactions contemplated herein). The Shareholder Representative and its Representatives Final Closing Statement (i) shall have be prepared on a basis consistent with the right to review and copy the computations and work papers (including accountants’ work papers) Applicable Accounting Principles and the Surviving Corporation’s underlying Sample Statement and (ii) shall be based exclusively on the facts and circumstances as they exist or are discovered to exist as of the Closing and shall exclude the effects of any event, act, change in circumstances or similar development arising or occurring after the Closing. To the extent any actions following the Closing with respect to the accounting books and records used in connection with Parent’s computation and preparation of its proposed drafts of the Company on which the Final Closing Balance Sheet, the Net Working Capital Statement and the Adjustment Amount Statement. Each of the Closing Balance Sheet, the Net Working Capital Statement and the Adjustment Amount Statement shall foregoing calculations are to be prepared in accordance based are not consistent with the Merger Consideration Adjustment MethodologyCompany’s past practices, such changes shall not be taken into account in preparing the Final Closing Statement or calculating amounts reflected thereon. (c) Within thirty (30) days The Final Closing Statement shall become final and binding on the 30th day following Parent’s delivery thereof, except to the extent that prior to the end of such period the Stockholder Representative, on behalf of the Stockholders, delivers to the Acquiror written notice of its proposed Closing Balance Sheet, Net Working Capital Statement and Adjustment Amount Statement, the Shareholder Representative shall, in a written notice to Parent, either accept Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and Adjustment Amount Statement, or, in the event that the Shareholder Representative believes that Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and/or Adjustment Amount Statement were not prepared in accordance with the Merger Consideration Adjustment Methodology, deliver a notice disagreement (a “Dispute NoticeNotice of Disagreement”) in writing prior to specifying the expiration nature and amount of such thirty (30) day period. The Dispute Notice shall describe any dispute in reasonable detail any proposed adjustments as to Parent’s proposed the Closing Balance Sheet, Net Working Capital Statement Capital, Closing Indebtedness, Closing Cash and/or Adjustment Amount Statement which Closing Transaction Expenses, as set forth in the Shareholder Final Closing Statement. The Stockholder Representative believes should be made and the basis therefor. If the Shareholder Representative has not delivered such notice of proposed adjustments within such thirty (30) day period, the Shareholder Representative will shall be deemed to have accepted Parent’s proposed agreed with all items and amounts of Closing Balance Sheet, Net Working Capital Statement and Adjustment Amount Statement Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses not specifically referenced in the Notice of Disagreement, and such statements items and amounts shall not be final, binding, conclusive and non-appealablesubject to review in accordance with Section 2.11(d). (d) If During the Shareholder 20 day period following delivery of a Notice of Disagreement by the Stockholder Representative delivers a Dispute Notice to Parent in a timely manner pursuant to Section 2.6(c) abovethe Acquiror, then the Shareholder Representative and Parent shall negotiate parties in good faith shall seek to resolve in writing any differences that they may have with respect to the calculation of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses as specified therein. Any disputed items resolved in writing between the Stockholder Representative and the Acquiror within such 20 day period shall be final and binding with respect to such items, and if the Stockholder Representative and the Acquiror agree in writing on the resolution of each disputed item specified by the Stockholder Representative in the Notice of Disagreement and the amount of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, as applicable, the amounts so determined shall be final and binding on the parties for all purposes hereunder. If the Stockholder Representative and the Acquiror have not resolved all such differences disputed in the Notice of Disagreement by the end of such 20 day period, the Stockholder Representative and the Acquiror shall submit, in writing, to an independent public accounting firm (the “Independent Accounting Firm”), their briefs detailing their views as to the correct nature and amount of each item remaining in dispute over and the Shareholder amounts of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, as applicable, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, as applicable. The Independent Accounting Firm shall be McGladrey LLP or, if such firm is unable or unwilling to act, such other independent public accounting firm of national standing as shall be agreed in writing by the Stockholder Representative and the Acquiror. The Acquiror and the Stockholder Representative shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it within 30 days following the submission thereof. The Independent Accounting Firm shall consider only those items and amounts in the Acquiror’s and the Stockholder Representative’s proposed adjustments to Parent’s proposed respective calculations of the Closing Balance Sheet, Net Working Capital Statement Capital, Closing Indebtedness, Closing Cash and/or Adjustment Amount Statement, provided Closing Transaction Expenses that if any such dispute is not fully are identified as being items and amounts to which the Acquiror and the Stockholder Representative have been unable to agree. The scope of the disputes to be resolved within fifteen (15) days following delivery by the Shareholder Representative of the Dispute Notice (or such longer period as Parent and the Shareholder Representative may mutually agree in writing), then at the request of either the Shareholder Representative or Parent, such dispute Independent Accounting Firm shall be submitted limited to correcting mathematical errors and determining whether the CPA Firm to resolve any remaining items and amounts in dispute over the Shareholder Representative’s proposed adjustments were determined in accordance with the Merger Consideration Adjustment MethodologyApplicable Accounting Principles and the Sample Statement and the Independent Accounting Firm is not to make any other determination, which resolution shall be finalincluding any determination as to whether the Target Net Working Capital or any estimates on the Preliminary Closing Statement are correct, bindingadequate or sufficient. In resolving any disputed item, conclusive and non-appealable. The CPA the Independent Accounting Firm shall be instructed to deliver its written determination not later than the thirtieth (30th) day after the dispute is referred to the CPA Firm. The CPA Firm shall address only those items in dispute and may not assign a value to any item greater than the greatest value for such item claimed by either party or smaller less than the smallest value for such item claimed by either party. The CPA Firm’s fees and expenses shall be allocated to the Shareholders from the Shareholder Representative Fund Amount, on the one hand, and Parent and the Surviving Corporation, on the other hand, based on the inverse of the percentage that the CPA Independent Accounting Firm’s determination of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, as applicable, shall be based solely on written materials submitted by the Acquiror and the Stockholder Representative (before such allocation) bears i.e., not on independent review). Each of the Acquiror and the Stockholder Representative shall provide a copy of its submission to the total amount Independent Accounting Firm to the other party. There shall be no hearings or oral examinations, communications, testimony, depositions, discovery or other similar proceedings. The determination of the total items Independent Accounting Firm shall be conclusive and binding upon the parties hereto and shall not be subject to appeal or further review. Judgment may be entered upon the written determination of the Independent Accounting Firm in dispute as originally submitted accordance with Section 8.9. In acting under this Agreement, the Independent Accounting Firm will be entitled to the CPA Firm. For example, should the items in dispute total in amount to One Thousand Dollars ($1,000) privileges and the CPA Firm awards Six Hundred Dollars ($600) in favor immunities of the Shareholder Representative’s position, sixty percent (60%) of the costs of its review would be borne by Parent and forty percent (40%) of the costs would be borne by the Shareholders from the Shareholder Representative Fund Amountan arbitrator. (e) The costs of any dispute resolution pursuant to this Section 2.11, including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by the Stockholder Representative, on behalf of the Securityholders, and the Acquiror in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Final Closing Balance SheetStatement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party. (f) The Acquiror and the Company will, and the Acquiror will cause the Surviving Corporation, during the period from and after the date of delivery of the Final Closing Statement through the resolution of any adjustment to the Purchase Price contemplated by this Section 2.11, to afford the other party and its Representatives reasonable access, during normal business hours and upon reasonable prior notice, and at their sole cost, to the personnel, properties, books and records of the Company or the Surviving Corporation, as the case may be, and their Subsidiaries and to any other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 2.11, in each case subject to the confidentiality obligations set forth in Section 5.9. Each of the Acquiror, the Net Working Capital Statement Company and the Adjustment Amount Statement Surviving Corporation, as applicable, shall become final authorize its accountants to disclose work papers generated by such accountants in connection with preparing and binding on all parties upon reviewing the earliest of calculations specified in this Section 2.11; provided, that such accountants shall not be obligated to make any work papers available except in accordance with such accountants’ disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (g) The Merger Consideration shall be adjusted, upwards or downwards, as follows: (i) For the Shareholder Representative’s delivery purposes of written notice this Agreement, the “Net Adjustment Amount” means an amount, which may be positive or negative, equal to Parent of its acceptance of Parent’s proposals thereof, (ii) the Shareholder Representative’s failure to deliver a Dispute Notice within the thirty (30) day period specified in Section 2.6(c) above, (iii) the mutual written agreement of the Shareholder Representative and Parent with respect to any of the Shareholder Representative’s proposed adjustments to Parent’s proposals thereof, or (iv) the CPA Firm’s final resolution of any disputes submitted to the CPA Firm with respect to the Shareholder Representative’s proposed adjustments to Parent’s proposals thereof. For purposes hereof, (A) the “Final Net Working Capital” shall mean the Closing Net Working Capital as reflected on finally determined pursuant to this Section 2.11, minus the Estimated Net Working Capital StatementCapital, plus (B) the “Final Estimated Indebtedness” shall mean the value of the Indebtedness set forth on , minus the Closing Balance Sheet and Indebtedness as finally determined pursuant to this Section 2.11, plus (C) the “Final Closing Cash” shall mean the value of the Closing Cash set forth on the Closing Balance Sheet, in each case, as deemed final finally determined pursuant to this Section 2.6(e).2.11, minus the Estimated Cash, plus (D) the Estimated Transaction Expenses, minus the Closing Transaction Expenses as finally determined pursuant to this Section 2.11;

Merger Consideration Adjustments. (a) At least two five (25) Business Days but no more than seven (7) Business Days prior to the Closing Date, the Company shall prepare (deliver to Acquiror the Payoff Letters and shall prepare, or cause to be prepared), issue and deliver to Parent its good faith estimate of: the Acquiror: (i) balance sheet of the Company setting forth the assets and liabilities of the Company as of the Effective Time a statement (the “Estimated Preliminary Closing Balance SheetStatement”), and ) setting forth (iiA) the a good-faith estimate of (1) Net Working Capital (the “Estimated Net Working Capital”)) as of the Measurement Time, (2) Net Working Capital Adjustment based on the Estimated Net Working Capital (the “Estimated Net Working Capital Adjustment”) as of the Measurement Time, (3) Payoff Debt (the “Estimated Payoff Debt”) as of immediately prior to the Closing, (4) Cash (the “Estimated Cash”) as of the Measurement Time, (5) Transaction Expenses (the “Estimated Transaction Expenses”) as of the Closing and (6) Unpaid Pre-Closing Income Taxes (the “Estimated Unpaid Pre-Closing Income Taxes”) as of the Closing and (B) on the basis of the foregoing, a reasonably detailed calculation of each component of the Estimated Merger Consideration Value. Parent Such Preliminary Closing Statement shall be prepared in accordance with the Accounting Principles (it being understood that the Acquiror shall not be entitled to challenge calculations, interpretations and adjustments that are made in accordance with GAAP if they are consistent with past practices used in the preparation of the audited Financial Statements) and accompanied by reasonable supporting documentation for such estimate. Acquiror and its Representatives shall have the right to review and copy reasonable access to examine the computations and work papers (including accountants’ work papers) of the accountants and other personnel preparing the Preliminary Closing Statement and the books and records of the Company and its Subsidiaries relating to the Preliminary Closing Statement and to discuss the preparation of the Preliminary Closing Statement with the personnel who participated in such preparation, in each case, during normal business hours and upon reasonable notice to the Company, under the supervision of the Company’s underlying personnel and in such a manner as to not unreasonably interfere with the normal operations of the Company and its Subsidiaries; provided that such access shall not include any access to (x) any books and records prepared in anticipation of, or for the purpose of evaluating, any potential dispute concerning the Preliminary Closing Statement or that are subject to the attorney-client, work-product or other privilege or (y) any working papers of any independent accountants unless and until customary confidentiality and hold harmless agreements relating to such access to working papers in form and substance reasonably acceptable to such independent accountants have been executed and delivered. If Acquiror objects to the Preliminary Closing Statement, the Company and Acquiror will work together in good faith to resolve the issues in dispute. If all disputed issues are resolved, the amounts as agreed upon by Acquiror and the Company shall be used in connection with to determine the amounts set forth on the Preliminary Closing Statement. If Acquiror and the Company are unable to resolve all such disputed issues within three (3) Business Days following Acquiror’s receipt of the Preliminary Closing Statement, the amounts set forth on the Preliminary Closing Statement shall be as determined by the Company and the Adjustment Escrow Amount shall be increased by the amount that the Company’s computation and preparation of its proposed drafts calculation of the Estimated Closing Balance Sheet Merger Consideration Value exceeds Acquiror’s calculation of the Estimated Merger Consideration Value; and (ii) a schedule (the “Payment Schedule”), prepared in the format of the Preliminary Payment Schedule, setting forth (A) the Option Payment Amount; (B) the SAR Payment Amount; and (C) for each Stockholder, holder of Options and holder of SARs, as applicable, (1) such Person’s name, address and email address, (2) in the case of each Stockholder, the number and class of shares of capital stock of the Company held by such Stockholder as of the Closing, such Stockholder’s Fully Diluted Percentage and the amounts to be paid to such Stockholder in cash and Acquiror Common Stock pursuant to Section 2.10, (3) in the case of each holder of Options, the number of Options held by such Person, the exercise prices thereof, such Person’s Fully Diluted Percentage and the portion of the Option Payment Amount payable to such Person and (4) in the case of each holder of SARs, the number of SARs held by such Person, the exercise prices thereof, the Appreciation Limits applicable thereto and the portion of the SAR Payment Amount payable to such Person. Acquiror, the First Step Surviving Corporation and the Surviving Corporation shall be entitled to rely on the Payment Schedule and shall not be liable to any Stockholder, holder of an Option or holder of a SAR for the accuracy of any payments to be made to such persons in accordance therewith. The Preliminary Closing Statement and the calculations of Estimated Payoff Debt, Estimated Net Working Capital. If Parent disputes the Estimated Closing Balance Sheet (or any portion thereof) or the , Estimated Net Working Capital Adjustment, Estimated Transaction Expenses, Estimated Cash, and Estimated Unpaid Pre-Closing Income Taxes shall be in the form of, and consistent with, Exhibit I attached hereto (the “Sample Statement”). (b) Within sixty (60) days after the Closing Date, the Acquiror shall deliver to the Stockholder Representative (on behalf of all the Stockholders) a statement (the “Final Closing Statement”) that shall include and set forth Acquiror’s calculation in reasonable detail of the actual (i) Net Working Capital (“Closing Net Working Capital”) as of the Measurement Time, (ii) Net Working Capital Adjustment based on the Closing Net Working Capital (the “Closing Net Working Capital Adjustment”), (iii) Payoff Debt (“Closing Payoff Debt”) as of immediately prior to the Closing, then Parent (iv) Cash (“Closing Cash”) as of the Measurement Time, (v) Transaction Expenses (“Closing Transaction Expenses”) as of the Closing, (vi) Unpaid Pre-Closing Income Taxes as of the Closing (the “Closing Unpaid Pre-Closing Income Taxes”) and (vii) Acquiror’s calculation of the Merger Consideration Value derived from the foregoing (the “Preliminary Calculations”). Such Final Closing Statement and Preliminary Calculations shall be prepared in accordance with the Accounting Principles (it being understood that the Stockholder Representative shall not be entitled to challenge calculations, interpretations and adjustments that are made in accordance with GAAP if they are consistent with past practices used in the preparation of the audited Financial Statements) and accompanied by reasonable supporting documentation for such calculations. The Final Closing Statement and the Preliminary Calculations (A) shall be prepared on a format and basis consistent with, and will take into account only the line items reflected on, the Sample Statement and (B) shall exclude the effects of any knowledge, event, act, change in circumstances or similar development arising or occurring after the Closing Date. (c) If the Stockholder Representative has any objections to any of the Preliminary Calculations, the Stockholder Representative shall deliver to Acquiror a statement setting forth its objections thereto within sixty (60) days after delivery of the Final Closing Statement to the Stockholder Representative (an “Objections Statement”). The Stockholder Representative and its Representatives shall have the right during such sixty (60) day period to reasonable access to examine the work papers of the accountants and other personnel preparing the Final Closing Statement and the Preliminary Calculations and the books and records of the Company and its Subsidiaries relating to the Final Closing Statement and the Preliminary Calculations and to discuss the preparation of the Final Closing Statement and the Preliminary Calculations with the personnel who participated in such preparation, in each case, during normal business hours and upon reasonable notice to Acquiror, under the supervision of the Company’s personnel and in such a manner as to not unreasonably interfere with the normal operations of the Company and its Subsidiaries; provided that such access shall not include any access to (x) any books and records prepared in anticipation of, or for the purpose of evaluating, any potential dispute concerning the Preliminary Calculations or the Final Closing Statement or the determination of the Net Adjustment Amount or that are subject to the attorney-client, work-product or other privilege or (y) any working papers of any independent accountants unless and until customary confidentiality and hold harmless agreements relating to such access to working papers in form and substance reasonably acceptable to such independent accountants have been executed and delivered. The Objections Statement shall specify in reasonable detail the items of the Preliminary Calculations to which the Stockholder Representative is objecting, including the nature, amount and basis for such objection, and shall separately include the Stockholder Representative’s calculation of the Preliminary Calculations (prepared consistently with the requirements of this Section 2.12). All items not so objected-to in the Objections Statement shall be binding and conclusive (except as otherwise agreed by Acquiror and the Stockholder Representative). After delivery of an Objections Statement, Acquiror and its accountants may make reasonable inquiries of the Stockholder Representative and its accountants and representatives regarding questions concerning or disagreements with the Objections Statement arising in the course of their review thereof, and the Stockholder Representative shall, and shall use its commercially reasonable efforts to cause any such accountants and representatives to, cooperate with and respond to such inquiries. If an Objections Statement is not delivered to Acquiror within sixty (60) days after delivery of the Final Closing Statement, each of the Preliminary Calculations shall be final, binding and non-appealable by the Parties, and the Merger Consideration Value set forth in the Final Closing Statement will constitute the Merger Consideration Value for all purposes of this Section 2.12. The Stockholder Representative and Acquiror shall negotiate in good faith to resolve any such dispute at or prior to Closingobjections, but if they do not reach a final resolution within twenty (20) days after the resolution of any such dispute is not a condition to Closing. Each delivery of the Estimated Closing Balance Sheet and the Estimated Net Working Capital shall be prepared in accordance with the methodology and the accounting principles set forth in Exhibit D (the “Merger Consideration Adjustment Methodology”). In the event the Estimated Net Working Capital (i) exceeds the Net Working Capital Target, then the Closing Merger Consideration shall be increased, dollar for dollar, by the amount that the Estimated Net Working Capital exceeds the Net Working Capital Target; or (ii) is less than the Net Working Capital Target, then the Closing Merger Consideration shall be decreased, dollar for dollar, by the amount that the Net Working Capital Target exceeds the Estimated Net Working Capital (with such adjustment amount under (i) and (ii) of the preceding sentence immediately above being the “Working Capital Adjustment Amount”). (b) As promptly as practicable, but in no event later than sixty (60) days following the Closing Date, Parent shall, in good faith, prepare (or cause to be prepared), issue and deliver to the Shareholder Representative its proposed: (i) balance sheet of the Company setting forth the assets and liabilities of the Company as of the Effective Time (as finalized in accordance with Section 2.6(d), the “Closing Balance Sheet”), (ii) statement of the calculation of the Net Working Capital (as finalized in accordance with Section 2.6(d), the “Net Working Capital Statement”), and (iii) statement of the calculation of the Merger Consideration Adjustment Amount (as finalized in accordance with Section 2.6(d), the “Adjustment Amount Statement”). The Shareholder Representative and its Representatives shall have the right to review and copy the computations and work papers (including accountants’ work papers) and the Surviving Corporation’s underlying books and records used in connection with Parent’s computation and preparation of its proposed drafts of the Closing Balance Sheet, the Net Working Capital Objections Statement and the Adjustment Amount Statement. Each of the Closing Balance Sheet, the Net Working Capital Statement and the Adjustment Amount Statement shall be prepared in accordance with the Merger Consideration Adjustment Methodology. (c) Within thirty (30) days following Parent’s delivery of its proposed Closing Balance Sheet, Net Working Capital Statement and Adjustment Amount Statement, the Shareholder Representative shall, in a written notice to Parent, either accept Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and Adjustment Amount Statement, or, in the event that the Shareholder Representative believes that Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and/or Adjustment Amount Statement were not prepared in accordance with the Merger Consideration Adjustment Methodology, deliver a notice (a “Dispute Notice”) in writing prior to the expiration of such thirty (30) day period. The Dispute Notice shall describe in reasonable detail any proposed adjustments to Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and/or Adjustment Amount Statement which the Shareholder Representative believes should be made and the basis therefor. If the Shareholder Representative has not delivered such notice of proposed adjustments within such thirty (30) day period, the Shareholder Representative will be deemed to have accepted Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and Adjustment Amount Statement and such statements shall be final, binding, conclusive and non-appealable. (d) If the Shareholder Representative delivers a Dispute Notice to Parent in a timely manner pursuant to Section 2.6(c) above, then the Shareholder Representative and Parent shall negotiate in good faith to resolve any dispute over the Shareholder Representative’s proposed adjustments to Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and/or Adjustment Amount Statement, provided that if any such dispute is not fully resolved within fifteen (15) days following delivery by the Shareholder Representative of the Dispute Notice (or such longer period as Parent mutually agreed by Acquiror and the Shareholder Stockholder Representative), the Stockholder Representative and Acquiror shall submit such dispute to a mutually acceptable nationally recognized accounting or financial advisory firm (other than any accounting firm that provides auditing services to either Acquiror or the Stockholder Representative) to serve as the “Dispute Resolution Auditor”; provided that if Acquiror and the Stockholder Representative are unable to select a mutually acceptable Dispute Resolution Auditor within thirty (30) days after the delivery of the Objections Statement (or such longer period as mutually agreed by Acquiror and the Stockholder Representative), either Acquiror or the Stockholder Representative may mutually agree request the AAA to appoint, within twenty (20) days from the date of such request, a partner in writing)an independent accounting firm who is a certified public accountant, then independent and impartial, with at the request least ten (10) years of either the Shareholder Representative or Parent, such dispute shall be submitted resolution experience related to purchase price adjustment disputes. Any further submissions to the CPA Firm Dispute Resolution Auditor must be written and delivered to resolve any remaining dispute over each party to the Shareholder Representative’s proposed adjustments in accordance with the Merger Consideration Adjustment Methodology, which resolution shall be final, binding, conclusive and non-appealabledispute. The CPA Firm Dispute Resolution Auditor shall be instructed to deliver its written determination not later than the thirtieth (30th) day after the dispute is referred to the CPA Firm. The CPA Firm shall address consider only those items or amounts thereof (for purposes of this subsection, “items”) in dispute the Objections Statement which the Stockholder Representative and may Acquiror have been unable to resolve. The Dispute Resolution Auditor shall not assign a value to any such item greater than the greatest value for such item claimed by either party Party or smaller less than the smallest value for such item claimed by either partyParty. The CPA FirmDispute Resolution Auditor’s fees determination will be based solely on the provisions of this Agreement concerning the determination of the Final Closing Statement and Preliminary Calculations. The Stockholder Representative and Acquiror shall use their commercially reasonable efforts to cause the Dispute Resolution Auditor to resolve all disagreements as soon as practicable, and the Dispute Resolution Auditor shall be instructed to resolve any remaining items within thirty (30) days after its appointment. Further, the Dispute Resolution Auditor’s determination shall be based solely on the presentations by Acquiror and the Stockholder Representative which are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Auditor shall be final, binding and non-appealable on the Parties (absent fraud or manifest error). The Dispute Resolution Auditor shall be deemed to be acting as an expert and not as an arbitrator. The costs and expenses of the Dispute Resolution Auditor shall be allocated to the Shareholders from the Shareholder Representative Fund Amountbetween Acquiror, on the one hand, and Parent and the Surviving CorporationStockholder Representative, on the other hand, based on upon the inverse percentage which the portion of the percentage that contested amount of the CPA Firm’s determination (before such allocation) item not awarded to each Party bears to the total portion of the amount of the total items in dispute as originally submitted to the CPA Firmitem actually contested by such Party. For example, should the amount of the items in dispute total in amount to One Thousand Dollars ($1,000) 1,000 and the CPA Firm Dispute Resolution Auditor awards Six Hundred Dollars ($600) 600 in favor of the Shareholder position of the Stockholder Representative’s position, sixty percent (60%) of the costs of its review would be borne by Parent Acquiror and forty percent (40%) of the costs would be borne by the Shareholders Stockholder Representative. The fees (including attorney fees) and disbursements of each Party’s respective accountants incurred in connection with such Party’s preparation, delivery and review of the Final Closing Statement and Objections Statement, as applicable, shall be borne by such Party. (d) For the avoidance of doubt, this Section 2.12 is not intended to be used to permit the introduction of different judgments, accounting methodologies (including with respect to accruals and reserves), policies, principles, practices, procedures or classifications from those used in the Shareholder Representative Fund Amountpreparation of the Sample Statement for purposes of calculating amounts referred to in this Section 2.12. (e) The Closing Balance SheetMerger Consideration Value shall be adjusted, the Net Working Capital Statement and the Adjustment Amount Statement shall become final and binding on all parties upon the earliest of upwards or downwards, as follows: (i) For the Shareholder Representative’s delivery purposes of written notice this Agreement, the “Net Adjustment Amount” means an amount, which may be positive or negative, equal to Parent of its acceptance of Parent’s proposals thereof, (ii) the Shareholder Representative’s failure to deliver a Dispute Notice within the thirty (30) day period specified in Section 2.6(c) above, (iii) the mutual written agreement of the Shareholder Representative and Parent with respect to any of the Shareholder Representative’s proposed adjustments to Parent’s proposals thereof, or (iv) the CPA Firm’s final resolution of any disputes submitted to the CPA Firm with respect to the Shareholder Representative’s proposed adjustments to Parent’s proposals thereof. For purposes hereof, (A) the “Final Net Working Capital” shall mean the Closing Net Working Capital Adjustment as reflected on finally determined pursuant to this Section 2.12 minus the Estimated Net Working Capital StatementAdjustment, plus (B) the “Final Indebtedness” shall mean the value of the Indebtedness set forth on Estimated Payoff Debt minus the Closing Balance Sheet and Payoff Debt as finally determined pursuant to this Section 2.12, plus (C) the “Final Closing Cash” shall mean the value of the Closing Cash set forth on the Closing Balance Sheet, in each case, as deemed final finally determined pursuant to this Section 2.6(e)2.12 minus the Estimated Cash, plus (D) the Estimated Transaction Expenses minus the Closing Transaction Expenses as finally determined pursuant to this Section 2.12, plus (E) the Estimated Unpaid Pre-Closing Income Taxes minus Closing Unpaid Pre-Closing Income Taxes as finally determined pursuant to this Section 2.12.

Merger Consideration Adjustments. (a) At least two (2) Business Days prior to the Closing Date, the Company shall prepare (will prepare, or cause to be prepared), issue and deliver to Parent its good a statement (the “Preliminary Closing Statement”) setting forth the Company’s good-faith estimate of: estimate, and calculations in reasonable detail, of the Company’s (i) balance sheet of the Company setting forth the assets and liabilities of the Company as of the Effective Time (the “Estimated Closing Balance Sheet”), and (ii) the Net Working Capital (the “Estimated Net Working Capital”). Parent , (ii) Indebtedness (the “Estimated Indebtedness”), (iii) Closing Cash, and its Representatives shall have (iv) Transaction Expenses (the right to review and copy the computations and work papers (including accountants’ work papers) and “Estimated Transaction Expenses”), and, using such amounts, the Company’s underlying books and records used in connection with the Company’s computation and preparation of its proposed drafts good faith estimate of the Closing Merger Consideration, each determined as of 11:59 p.m. Eastern Time on the day prior to the Closing Date ((x) except for Estimated Closing Balance Sheet and the Estimated Net Working Capital. If Parent disputes the Estimated Closing Balance Sheet (or any portion thereof) or the Estimated Net Working Capital Indebtedness, which will be determined as of immediately prior to the Closing, then (y) except for Closing Cash, which will be determined as provided in its definition, and, (z) except for Estimated Transaction Expenses, without giving effect to the transaction contemplated by this Agreement), based on the First Heritage Entities’ books and records and other information available at the Closing, calculated on a basis consistent with the Applicable Accounting Principles. An illustrative example of a Preliminary Closing Statement and calculation of Net Working Capital, Indebtedness, Closing Cash, and Transaction Expenses is attached as Schedule I (the “Sample Statement”). The Company shall, or shall cause the First Heritage Entities to, promptly provide all supporting documentation reasonably requested by Parent or its Representatives in connection with Parent’s review of the Preliminary Closing Statement (and the Company components thereof) and shall consider any comments that Parent or its Representatives have on the Preliminary Closing Statement (and any components therein) in good faith. (b) As soon as reasonably practicable (but in any event within ninety (90) days after the Closing Date), Parent will negotiate prepare, or cause to be prepared, and deliver to Member Representative (on behalf of all the Unitholders and Warrantholders) a written statement (the “Final Closing Statement”) that will include and set forth a calculation in reasonable detail of the actual (i) Net Working Capital (“Closing Net Working Capital”), (ii) Indebtedness (“Closing Indebtedness”), (iii) Closing Cash,(iv) Transaction Expenses (“Closing Transaction Expenses”), each determined as of 11:59 p.m. Eastern Time on the day prior to the Closing Date ((x) except for Closing Indebtedness, which will be determined as of immediately prior to the Closing, (y) except for Closing Cash, which will be determined as provided in its definition, and, (z) except for Estimated Transaction Expenses, without giving effect to the transaction contemplated by this Agreement). The Final Closing Statement (i) will be prepared in good faith to resolve any such dispute at or prior to Closing, but on a basis consistent with the resolution of any such dispute is not a condition to Closing. Each of the Estimated Closing Balance Sheet Applicable Accounting Principles and the Estimated Net Working Capital shall Sample Statement, (ii) will be prepared in accordance with the methodology and the accounting principles definitions set forth in Exhibit D (the “Merger Consideration Adjustment Methodology”). In the event the Estimated Net Working Capital (i) exceeds the Net Working Capital Target, then the Closing Merger Consideration shall be increased, dollar for dollar, by the amount that the Estimated Net Working Capital exceeds the Net Working Capital Target; or (ii) is less than the Net Working Capital Target, then the Closing Merger Consideration shall be decreased, dollar for dollar, by the amount that the Net Working Capital Target exceeds the Estimated Net Working Capital (with such adjustment amount under (i) and (ii) of the preceding sentence immediately above being the “Working Capital Adjustment Amount”). (b) As promptly as practicable, but in no event later than sixty (60) days following the Closing Date, Parent shall, in good faith, prepare (or cause to be prepared), issue and deliver to the Shareholder Representative its proposed: (i) balance sheet of the Company setting forth the assets and liabilities of the Company as of the Effective Time (as finalized in accordance with Section 2.6(d), the “Closing Balance Sheet”), (ii) statement of the calculation of the Net Working Capital (as finalized in accordance with Section 2.6(d), the “Net Working Capital Statement”)this Agreement, and (iii) statement will not include any purchase accounting or other adjustment arising out of the calculation consummation of the Merger Consideration Adjustment Amount (as finalized in accordance with Section 2.6(d), the “Adjustment Amount Statement”). The Shareholder Representative and its Representatives shall have the right to review and copy the computations and work papers (including accountants’ work papers) and the Surviving Corporation’s underlying books and records used in connection with Parent’s computation and preparation of its proposed drafts of the Closing Balance Sheet, the Net Working Capital Statement and the Adjustment Amount Statement. Each of the Closing Balance Sheet, the Net Working Capital Statement and the Adjustment Amount Statement shall be prepared in accordance with the Merger Consideration Adjustment Methodologytransactions contemplated by this Agreement. (c) Within The Final Closing Statement will become final and binding on the thirtieth (30th) day following delivery thereof, unless, prior to the end of such period, Member Representative delivers to Parent written notice of its disagreement (a “Notice of Disagreement”) specifying in reasonable detail the nature, amount and basis of any dispute as to the Closing Net Working Capital, Closing Indebtedness, Closing Cash, and Closing Transaction Expenses, each as set forth in the Final Closing Statement. Any items and amounts in the Final Closing Statement not specifically disputed in the Notice of Disagreement shall be considered final and binding. (d) During the thirty (30)-day period following delivery of a Notice of Disagreement by Member Representative to Parent, Member Representative and Parent in good faith will seek to resolve in writing any differences that they may have with respect to the calculation of the Closing Net Working Capital, Closing Indebtedness, Closing Cash, and Closing Transaction Expenses as specified therein. Any disputed items resolved in writing between Parent and Member Representative within such thirty (30)-day period will be final and binding with respect to such items, and if Member Representative and Parent agree in writing on the resolution of each disputed item specified by Member Representative in the Notice of Disagreement and the amount of the Closing Net Working Capital, Closing Indebtedness, Closing Cash, and Closing Transaction Expenses, the amounts so determined will be final and binding on the Parties for all purposes under this Agreement. If Parent and Member Representative have not resolved all such differences by the end of such thirty (30)-day period, Parent and Member Representative will submit, in writing, to an independent public accounting firm (the “Independent Accounting Firm”), their briefs detailing their views as to the correct nature and amount of each item remaining in dispute and the amounts of the Closing Net Working Capital, Closing Indebtedness, Closing Cash, and Closing Transaction Expenses, and the Independent Accounting Firm, acting as an expert and not an arbitrator, will make a written determination as to each such disputed item and the amount of the Closing Net Working Capital, Closing Indebtedness, Closing Cash, and Closing Transaction Expenses. The Independent Accounting Firm will be PricewaterhouseCoopers or, if such firm is unable or unwilling to act, then (i) first, Member Representative and Parent will each select another independent public accounting firm and such two selected independent public accounting firms will select the Independent Accounting Firm, and (ii) second, if such firms contemplated by the foregoing clause (i) are unable or unwilling to act, such other independent public accounting firm as will be agreed in writing by Member Representative and Parent. Parent and Member Representative will use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it within thirty (30) days following the submission thereof. The Independent Accounting Firm will consider only those items and amounts in Parent’s delivery and Member Representative’s respective calculations of its proposed the Closing Balance Sheet, Net Working Capital Statement Capital, Closing Indebtedness, Closing Cash, and Adjustment Amount Statement, Closing Transaction Expenses that are identified as being items and amounts to which Parent and Member Representative have been unable to agree. The scope of the Shareholder Representative shall, disputes to be resolved by the Independent Accounting Firm will be limited to correcting mathematical errors and determining whether the items and amounts in a written notice to Parent, either accept Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and Adjustment Amount Statement, or, in the event that the Shareholder Representative believes that Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and/or Adjustment Amount Statement dispute were not prepared determined in accordance with the Merger Consideration Adjustment MethodologyApplicable Accounting Principles and the Sample Statement and the Independent Accounting Firm is not to make any other determination, deliver a notice (a “Dispute Notice”) in writing prior including any determination as to whether the expiration of such thirty (30) day period. The Dispute Notice shall describe in reasonable detail any proposed adjustments to Parent’s proposed Closing Balance Sheet, Target Net Working Capital or any estimates on the Preliminary Closing Statement and/or Adjustment Amount Statement which the Shareholder Representative believes should be made and the basis thereforare correct, adequate or sufficient. If the Shareholder Representative has not delivered such notice of proposed adjustments within such thirty (30) day periodIn resolving any disputed item, the Shareholder Representative will be deemed to have accepted Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and Adjustment Amount Statement and such statements shall be final, binding, conclusive and non-appealable. (d) If the Shareholder Representative delivers a Dispute Notice to Parent in a timely manner pursuant to Section 2.6(c) above, then the Shareholder Representative and Parent shall negotiate in good faith to resolve any dispute over the Shareholder Representative’s proposed adjustments to Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and/or Adjustment Amount Statement, provided that if any such dispute is not fully resolved within fifteen (15) days following delivery by the Shareholder Representative of the Dispute Notice (or such longer period as Parent and the Shareholder Representative may mutually agree in writing), then at the request of either the Shareholder Representative or Parent, such dispute shall be submitted to the CPA Independent Accounting Firm to resolve any remaining dispute over the Shareholder Representative’s proposed adjustments in accordance with the Merger Consideration Adjustment Methodology, which resolution shall be final, binding, conclusive and non-appealable. The CPA Firm shall be instructed to deliver its written determination not later than the thirtieth (30th) day after the dispute is referred to the CPA Firm. The CPA Firm shall address only those items in dispute and may not assign a value to any item greater than the greatest value for such item claimed by either party Parent or smaller Member Representative or less than the smallest value for such item claimed by either partyParent of Member Representative. The CPA Firm’s fees and expenses shall be allocated to the Shareholders from the Shareholder Representative Fund Amount, on the one hand, and Parent and the Surviving Corporation, on the other hand, based on the inverse of the percentage that the CPA Independent Accounting Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally Closing Net Working Capital, Closing Indebtedness, Closing Cash, and Closing Transaction Expenses will be based solely on written materials submitted to the CPA Firm. For example, should the items in dispute total in amount to One Thousand Dollars ($1,000) and the CPA Firm awards Six Hundred Dollars ($600) in favor of the Shareholder Representative’s position, sixty percent (60%) of the costs of its review would be borne by Parent and forty percent Member Representative (40%) i.e., not on independent review). Parent and Member Representative agree that all communications with or to the Independent Accounting Firm will include the other party and that there will be no ex parte communications with the Independent Accounting Firm (including with the personnel of the costs would Independent Accounting Firm assigned to resolve the disputed items) with respect to any such dispute. Absent manifest error, the determination of the Independent Accounting Firm will be borne by final and binding upon the Shareholders from Parties and will not be subject to appeal or further review, and judgment may be entered upon the Shareholder Representative Fund Amountwritten determination of the Independent Accounting Firm in accordance with Section 9.12. (e) The costs of any dispute resolution pursuant to this Section 2.19, including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, will be borne by Parent and Member Representative (on behalf of the Unitholders and Warrantholders) in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation will be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and will be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the Representatives of each Party incurred in connection with the preparation or review of the Final Closing Balance Sheet, the Net Working Capital Statement and preparation or review of any Notice of Disagreement, as applicable, will be borne by such Party. (f) Parent and Member Representative will, and Parent will cause the Adjustment Amount Statement shall become final Surviving Company (following the Closing through the resolution of any adjustment to the Merger Consideration contemplated by this Section 2.19) to, afford the other Party and binding on all parties its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the earliest personnel, properties, books and records of the First Heritage Entities or the Surviving Company, as the case may be, and to any other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 2.19. Each Party will authorize its accountants to disclose work papers generated by such accountants in connection with preparing and reviewing the calculations specified in this Section 2.19; provided that such accountants will not be obligated to make any work papers available except in accordance with such accountants’ disclosure procedures and then only after the non-client Party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (g) The Closing Merger Consideration will be adjusted, upwards or downwards, as follows: (i) For the Shareholder Representative’s delivery purposes of written notice this Agreement, the “Net Adjustment Amount” means an amount, which may be positive or negative, equal to Parent of its acceptance of Parent’s proposals thereof, (ii) the Shareholder Representative’s failure to deliver a Dispute Notice within the thirty (30) day period specified in Section 2.6(c) above, (iii) the mutual written agreement of the Shareholder Representative and Parent with respect to any of the Shareholder Representative’s proposed adjustments to Parent’s proposals thereof, or (iv) the CPA Firm’s final resolution of any disputes submitted to the CPA Firm with respect to the Shareholder Representative’s proposed adjustments to Parent’s proposals thereof. For purposes hereof, (A) the “Final Net Working Capital” shall mean the Closing Net Working Capital as reflected on finally determined pursuant to this Section 2.19 minus the Estimated Net Working Capital StatementCapital, plus (B) the “Final Indebtedness” shall mean the value of the Estimated Indebtedness set forth on minus the Closing Balance Sheet and Indebtedness as finally determined pursuant to this Section 2.19, plus (C) the “Final Closing Cash” shall mean the value of Estimated Transaction Expenses minus the Closing Cash set forth on the Closing Balance Sheet, in each case, Transaction Expenses as deemed final finally determined pursuant to this Section 2.6(e).2.19;

Merger Consideration Adjustments. (a) At least two (2) three Business Days prior to the anticipated Closing Date, the Company shall prepare (or cause to be prepared), issue and deliver to Parent its good Buyer a good-faith estimate of: of the Company’s (i) balance sheet of the Company setting forth the assets and liabilities of the Company as of the Effective Time (the “Estimated Closing Balance Sheet”), and (ii) the Net Working Capital (the “Estimated Closing Net Working Capital”). Parent and its Representatives shall have , (ii) Funded Indebtedness (the right to review and copy “Estimated Funded Indebtedness”), (iii) Cash (the computations and work papers (including accountants’ work papers“Estimated Cash”) and (iv) Transaction Expenses (the “Estimated Transaction Expenses”), each determined as of the close of business on the day prior to the Closing Date (and, except for the Transaction Expenses and Funded Indebtedness, without giving effect to the transactions contemplated herein), based on the Company’s underlying books and records used in connection and other information available at the time, with Net Working Capital calculated on a basis consistent with Exhibit 2.4. All such estimates will be accompanied by a schedule of information showing the Company’s computation and preparation method of its proposed drafts of calculating them, together with a certificate from the Estimated Closing Balance Sheet and the Estimated Net Working Capital. If Parent disputes the Estimated Closing Balance Sheet (or any portion thereof) or the Estimated Net Working Capital prior to the Closing, then Parent and the Company will negotiate Company’s Chief Financial Officer certifying that such estimates have been calculated in good faith to resolve any such dispute at or prior to Closing, but the resolution of any such dispute is not a condition to Closing. Each of the Estimated Closing Balance Sheet and the Estimated Net Working Capital shall be prepared in accordance with the methodology and the accounting principles set forth in Exhibit D (the “Merger Consideration Adjustment Methodology”). In the event the Estimated Net Working Capital (i) exceeds the Net Working Capital Target, then the Closing Merger Consideration shall be increased, dollar for dollar, by the amount that the Estimated Net Working Capital exceeds the Net Working Capital Target; or (ii) is less than the Net Working Capital Target, then the Closing Merger Consideration shall be decreased, dollar for dollar, by the amount that the Net Working Capital Target exceeds the Estimated Net Working Capital (with such adjustment amount under (i) and (ii) of the preceding sentence immediately above being the “Working Capital Adjustment Amount”)this Agreement. (b) As promptly as practicablepracticable after the Closing, but in no event later than sixty (60) 60 days following after the Closing Date, Parent shall, in good faith, Buyer shall cause the Surviving Corporation to prepare (or cause to be prepared), issue and deliver to the Shareholder Stockholders Representative its proposed: (ion behalf of the Stockholders) a closing statement (the “Closing Statement”) that shall include and set forth (A) a balance sheet of the Company setting forth the assets and liabilities of the Company as of the Effective Time close of business on the day prior to the Closing Date (as finalized in accordance with Section 2.6(d), the “Closing Balance Sheet”), (ii) statement of the calculation of the Net Working Capital (as finalized in accordance with Section 2.6(d), the “Net Working Capital Statement”), and (iii) statement of the calculation of the Merger Consideration Adjustment Amount (as finalized in accordance with Section 2.6(d), the “Adjustment Amount Statement”). The Shareholder Representative and its Representatives shall have the right to review and copy the computations and work papers (including accountants’ work papers) and the Surviving Corporation’s underlying books and records used in connection with Parent’s computation and preparation of its proposed drafts of the Closing Balance Sheet, the Net Working Capital Statement and the Adjustment Amount Statement. Each of the Closing Balance Sheet, the Net Working Capital Statement and the Adjustment Amount Statement which shall be prepared in accordance with GAAP (provided, that the Merger Consideration Adjustment MethodologyClosing Balance Sheet and Closing Net Working Capital shall (i) be based exclusively on the facts and circumstances as they exist as of the close of business on the day prior to the Closing Date and shall exclude the effect of any event, act, change in circumstances or similar development arising or occurring thereafter (including on the Closing), and (ii) need not contain footnote disclosures and, in the case of Net Working Capital, be prepared and calculated on a basis consistent with Exhibit 2.4 and, on that basis, set forth the Surviving Corporation’s calculation of Net Working Capital (the “Closing Net Working Capital”), Funded Indebtedness (the “Closing Funded Indebtedness”) and Cash (the “Closing Cash”) and (B) the actual Transaction Expenses. To the extent any actions on or following the Closing with respect to the accounting books and records of the Surviving Corporation on which the Closing Balance Sheet and the foregoing calculations included in the Closing Statement are to be based are not consistent with the Company’s past practices, such changes shall not be taken into account in preparing the Closing Balance Sheet or calculating the Closing Net Working Capital, Closing Funded Indebtedness and Closing Cash. (c) Within thirty The Surviving Corporation shall, and Buyer shall cause the Surviving Corporation to, (30i) days following Parent’s delivery permit the Stockholders Representative and its Representatives to have reasonable access to the books, records and other documents (including work papers, schedules, financial statements, memoranda, etc.) and shall cooperate with the Stockholders Representative in seeking to obtain work papers from the Surviving Corporation pertaining to or used in connection with the preparation of its proposed the Closing Balance Sheet, Sheet and the calculation of Closing Net Working Capital Capital, Closing Funded Indebtedness, Closing Cash and Transaction Expenses and provide the Stockholders Representative with copies thereof (as reasonably requested by the Stockholders Representative), as well as to other documents reasonably requested by the Company, subject to execution by such parties of a customary access letter to the extent reasonably required by the Surviving Corporation’s accountants and (ii) provide the Stockholders Representative and its Representatives reasonable access to Buyer’s and the Surviving Corporation’s employees and accountants responsible for and knowledgeable about the information used in, and the preparation or calculation of, the Closing Statement as reasonably requested by the Stockholders Representative (including the Surviving Corporation’s chief financial officer and Adjustment Amount certified public accountants), subject to execution by such parties of a customary access letter to the extent reasonably required by the Surviving Corporation’s accountants. If the Stockholders Representative (on behalf of the Stockholders) disagrees with any part of the Surviving Corporation’s calculation of the Closing Net Working Capital, Closing Funded Indebtedness Closing Cash and/or Transaction Expenses, as set forth on the Closing Statement, the Shareholder Stockholders Representative shall, in a written notice to Parent, either accept Parentwithin 60 days after the Stockholders Representative’s proposed receipt of the Closing Balance Sheet, Net Working Capital Statement and Adjustment Amount Statement, or, in the event that the Shareholder Representative believes that Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and/or Adjustment Amount Statement were not prepared in accordance with the Merger Consideration Adjustment Methodology, deliver a notice (a “Dispute Notice”) notify Buyer in writing prior to the expiration of such thirty (30) day period. The Dispute Notice shall describe disagreement by setting forth in reasonable detail any proposed adjustments to Parentthe Stockholders Representative’s proposed calculation of the Closing Balance Sheet, Net Working Capital Statement Capital, Closing Funded Indebtedness, Closing Cash and/or Adjustment Amount Statement which Transaction Expenses, as applicable, and describing the Shareholder Representative believes should be made basis for such disagreement (an “Objection Notice”). If an Objection Notice is delivered to Buyer, then Buyer and the basis therefor. If Stockholders Representative (on behalf of the Shareholder Representative has not delivered such notice of proposed adjustments within such thirty (30Stockholders) day period, the Shareholder Representative will be deemed to have accepted Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and Adjustment Amount Statement and such statements shall be final, binding, conclusive and non-appealable. (d) If the Shareholder Representative delivers a Dispute Notice to Parent in a timely manner pursuant to Section 2.6(c) above, then the Shareholder Representative and Parent shall negotiate in good faith to resolve any dispute over their disagreements with respect to the Shareholder computation of the Closing Net Working Capital, Closing Funded Indebtedness Closing Cash and/or Transaction Expenses. In the event that Buyer and the Stockholders Representative (on behalf of the Stockholders) are unable to resolve all such disagreements within 30 days after Buyer’s receipt of such Objection Notice, Buyer and the Stockholders Representative shall submit such remaining disagreements to Deloitte LLP (New York office), or a nationally recognized certified public independent accounting firm as is acceptable to Buyer and the Stockholders Representative (the “Accounting Firm”). If no Objection Notice is delivered to Buyer within 60 days after the Stockholders Representative’s proposed adjustments to Parent’s proposed receipt of the Closing Balance Sheet, Net Working Capital Statement and/or Adjustment Amount Statement, provided that if any on the next succeeding day such dispute is not fully resolved within fifteen Closing Statement shall be deemed final and binding on Buyer and the Stockholders Representative (15) days following delivery by the Shareholder Representative on behalf of the Dispute Notice Stockholders). (or such longer period as Parent d) Buyer and the Shareholder Stockholders Representative may mutually agree in writing), then at shall use commercially reasonable efforts to cause the request of either the Shareholder Representative or Parent, such dispute shall be submitted to the CPA Accounting Firm to resolve all remaining disagreements with respect to the computation of the Closing Net Working Capital, Closing Funded Indebtedness, Closing Cash and/or Transaction Expenses identified in the Objection Notice as soon as practicable, but in any remaining dispute over event shall direct the Shareholder Representative’s proposed adjustments in accordance with the Merger Consideration Adjustment Methodology, which resolution shall be final, binding, conclusive and non-appealableAccounting Firm to render a determination within 60 days after its retention. The CPA Accounting Firm shall be instructed to deliver its written determination not later than the thirtieth (30th) day after the dispute is referred to the CPA Firm. The CPA Firm shall address consider only those items and amounts in dispute the Surviving Corporation’s and the Stockholders Representative’s respective calculations of the Closing Net Working Capital, Closing Funded Indebtedness, Closing Cash and/or Transaction Expenses that are identified as being items and amounts to which the Surviving Corporation and the Stockholders Representative have been unable to agree. In resolving any disputed item, the Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or smaller less than the smallest value for such item claimed by either party. The CPA Accounting Firm’s fees determination of the Closing Net Working Capital, Closing Funded Indebtedness, Closing Cash and/or Transaction Expenses, as the case may be, shall be based solely on written materials submitted by Buyer and the Stockholders Representative (i.e., not on independent review) and on the definitions of “Net Working Capital,” “Funded Indebtedness,” “Cash” and “Transaction Expenses” set forth herein and on a basis consistent with and in accordance with the methodologies and principles contemplated herein. The determination of the Accounting Firm shall be conclusive and binding upon the parties hereto and shall not be subject to appeal or further review. (e) The costs and expenses of the Accounting Firm in determining the Closing Net Working Capital, Closing Funded Indebtedness, Closing Cash and/or Transaction Expenses, as the case may be, shall be allocated to the Shareholders from the Shareholder Representative Fund Amountborne by Buyer, on the one hand, and Parent and the Surviving CorporationStockholders Representative (on behalf of the Stockholders), on the other hand, based on upon the inverse percentage which the portion of the percentage that the CPA Firm’s determination (before such allocation) contested amount not awarded to each party bears to the total amount of the total items in dispute as originally submitted to the CPA Firmactually contested by such party. For example, should if Buyer claims the items in Closing Net Working Capital is $1,000 less than the amount determined by the Stockholders Representative, and the Stockholders Representative contests only $500 of the amount claimed by Buyer, and if the Accounting Firm ultimately resolves the dispute total in amount by awarding Buyer $300 of the $500 contested, then the costs and expenses of the Accounting Firm will be allocated 60% (i.e., 300 ÷ 500) to One Thousand Dollars the Stockholders Representative ($1,000on behalf of the Stockholders) and 40% (i.e., 200 ÷ 500) to Buyer. In connection with its determination of Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Transaction Expenses, as the CPA case may be, the Accounting Firm awards Six Hundred Dollars shall, pursuant to the terms of this Section 2.4(e), also determine the allocation of its fees and expenses between Buyer and the Stockholders Representative ($600) in favor on behalf of the Shareholder Representative’s positionStockholders), sixty percent (60%) of which such determination shall be conclusive and binding upon the costs of its review would be borne by Parent and forty percent (40%) of the costs would be borne by the Shareholders from the Shareholder Representative Fund Amountparties hereto. (ef) The Within five Business Days after the Closing Balance SheetNet Working Capital, Closing Cash, Closing Indebtedness and Transaction Expenses are finally determined pursuant to this Section 2.4: (i) For the purposes of this Agreement, the “Net Working Capital Statement and the Adjustment Amount Statement Amount” shall become final and binding on all parties upon the earliest of mean an amount equal to zero plus (i) the Shareholder Representative’s delivery of written notice amount by which Estimated Net Working Capital is less than Closing Net Working Capital as finally determined pursuant to Parent of its acceptance of Parent’s proposals thereof, this Section 2.4 (ii) the Shareholder Representative’s failure to deliver a Dispute Notice within the thirty (30) day period specified in Section 2.6(c) above, (iii) the mutual written agreement of the Shareholder Representative and Parent with respect to any of the Shareholder Representative’s proposed adjustments to Parent’s proposals thereof, or (iv) the CPA Firm’s final resolution of any disputes submitted to the CPA Firm with respect to the Shareholder Representative’s proposed adjustments to Parent’s proposals thereof. For purposes hereof, (A) the “Final Net Working Capital” shall mean ”), if any, minus (ii) the amount by which Estimated Net Working Capital as reflected on the is greater than Final Net Working Capital StatementCapital, if any, plus (Biii) the “Final Indebtedness” shall mean the value of the Indebtedness set forth on the Closing Balance Sheet and (C) the “Final Closing Cash” shall mean the value of the amount by which Estimated Cash is less than Closing Cash set forth on the Closing Balance Sheet, in each case, as deemed final finally determined pursuant to this Section 2.6(e2.4 (“Final Cash”)., if any, minus (iv) the amount by which Estimated Cash is greater than Final Cash, if any, minus (v) the amount by which Estimated Indebtedness is less than Closing Indebtedness as finally determined pursuant to this Section 2.4 (“Final Indebtedness”), if any, plus (vi) the amount by which Estimated Indebtedness is greater than Final Indebtedness, if any, minus (vii) the amount by which Estimated Transaction Expenses is less than the actual Transaction Expenses as finally determined pursuant to this Section 2.4 (“Final Transaction Expenses”), if any, plus (viii) the amount by which the Estimated Transaction Expenses is greater than the Final Transaction Expenses, if any;

Merger Consideration Adjustments. (a) At least two As promptly as practicable after the Closing, but in no event later than ninety (290) Business Days prior to days after the Closing Date, Parent shall cause the Surviving Company shall to prepare (or cause to be prepared), issue and deliver to Parent its good faith estimate of: the BiteSquad Member Representative (i) an unaudited consolidated balance sheet of the Surviving Company setting forth the assets and liabilities of the Company its Subsidiaries as of the Effective Time (the “Estimated Closing Balance Sheet”), and (ii) the Net Working Capital (the “Estimated Net Working Capital”). Parent and its Representatives shall have the right to review and copy the computations and work papers (including accountants’ work papers) and the Company’s underlying books and records used in connection with the Company’s computation and preparation of its proposed drafts of the Estimated Closing Balance Sheet and the Estimated Net Working Capital. If Parent disputes the Estimated Closing Balance Sheet (or any portion thereof) or the Estimated Net Working Capital prior to the Closing, then Parent and the Company will negotiate in good faith to resolve any such dispute at or prior to Closing, but the resolution of any such dispute is not a condition to Closing. Each of the Estimated Closing Balance Sheet and the Estimated Net Working Capital shall be prepared in accordance with the methodology and the accounting principles set forth in Exhibit D (the “Merger Consideration Adjustment Methodology”). In the event the Estimated Net Working Capital (i) exceeds the Net Working Capital Target, then the Closing Merger Consideration shall be increased, dollar for dollar, by the amount that the Estimated Net Working Capital exceeds the Net Working Capital Target; or (ii) is less than the Net Working Capital Target, then the Closing Merger Consideration shall be decreased, dollar for dollar, by the amount that the Net Working Capital Target exceeds the Estimated Net Working Capital (with such adjustment amount under (i) and (ii) of a statement (together with the preceding sentence immediately above being Closing Balance Sheet, the “Post-Closing Adjustment Statement”) setting forth in detail Parent’s calculation of (A) Net Working Capital Adjustment Amount”). (b) As promptly as practicable, but in no event later than sixty (60) days following the Closing Date, Parent shall, in good faith, prepare (or cause to be prepared), issue and deliver to the Shareholder Representative its proposed: (i) balance sheet of the Company setting forth the assets and liabilities of the Company as of the Effective Time (as finalized in accordance with Section 2.6(d), the “Closing Balance SheetNet Working Capital”), (iiB) statement of Transaction Expenses to the calculation of extent unpaid at the Net Working Capital Effective Time (as finalized in accordance with Section 2.6(d), the “Net Working Capital StatementClosing Transaction Expenses”), (C) Indebtedness as of immediately prior to the Closing (the “Closing Indebtedness”), (D) BiteSquad Cash as of immediately prior to the Closing (the “Closing BiteSquad Cash”) and (iiiE) statement Cash Consideration as of the calculation of the Merger Consideration Adjustment Amount Closing (as finalized in accordance with Section 2.6(d), the “Adjustment Amount StatementClosing Cash Consideration”). The Shareholder Representative and its Representatives shall have the right to review and copy the computations and work papers (including accountants’ work papers) Post-Closing Adjustment Statement will be prepared, and the Surviving Corporation’s underlying Closing Cash Consideration and all components therein will be determined, in each case as of the Effective Time in a manner consistent with the definitions set forth herein based on the BiteSquad Parties’ books and records used in connection with Parent’s computation and preparation of its proposed drafts of other information available at the Closing Balance Sheettime, the Net Working Capital Statement and the Adjustment Amount Statement. Each of the Closing Balance Sheet, the Net Working Capital Statement and the Adjustment Amount Statement shall be prepared in accordance with the Merger same methodologies, principles, conventions, policies and procedures as were used in the preparation of the Cash Consideration Adjustment Methodology. (c) Within thirty (30) days following Parent’s delivery in the BiteSquad Closing Schedule, including those that were used in the preparation of its proposed Closing Balance Sheet, the example calculation of Net Working Capital Statement and set forth on Exhibit A. (b) If the BiteSquad Member Representative has any objections to the Post-Closing Adjustment Amount Statement, then the Shareholder BiteSquad Member Representative shall, in a within sixty (60) days after the BiteSquad Member Representative’s receipt thereof (the “Notice Period”), give written notice to Parent, either accept Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and Adjustment Amount Statement, or, in (the event that the Shareholder Representative believes that Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and/or Adjustment Amount Statement were not prepared in accordance with the Merger Consideration Adjustment Methodology, deliver a notice (a “Dispute Objection Notice”) in writing prior to the expiration of such thirty (30) day period. The Dispute Notice shall describe Parent specifying in reasonable detail any proposed adjustments to Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and/or Adjustment Amount Statement which the Shareholder Representative believes should be made such objections and the basis therefor. If the Shareholder BiteSquad Member Representative has does not delivered such notice of proposed adjustments deliver the Objection Notice within such thirty (30) day periodthe Notice Period, the Shareholder Representative will be deemed to have accepted Parent’s proposed Post-Closing Balance Sheet, Net Working Capital Adjustment Statement and Adjustment Amount Statement and such statements shall be final, bindingbinding and conclusive on the BiteSquad Member Representative, conclusive the BiteSquad Unitholders, the Incentive Unitholders and non-appealable. (d) Parent. If the Shareholder BiteSquad Member Representative delivers a Dispute provides an Objection Notice to Parent in a timely manner pursuant to Section 2.6(c) abovewithin the Notice Period, then the Shareholder BiteSquad Member Representative and Parent shall negotiate in good faith to resolve any dispute over regarding objections specified in the Shareholder Representative’s proposed adjustments to Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and/or Adjustment Amount Statement, provided that if any such dispute is not fully resolved within Objection Notice only during the fifteen (15) days following delivery by Business Day period (the Shareholder Representative “Resolution Period”) after the date of Parent’s receipt of the Dispute Objection Notice (or to resolve any disputes regarding the Post-Closing Adjustment Statement. If the BiteSquad Member Representative and Parent are unable to resolve all such longer period as Parent and disputes within the Shareholder Representative may mutually agree in writing)Resolution Period, then at within five (5) Business Days after the request expiration of either the Shareholder Representative or ParentResolution Period, such dispute all unresolved disputes shall be submitted to the CPA Firm Independent Accountant, who shall be engaged to resolve provide a final, binding and conclusive resolution of all such unresolved disputes within thirty (30) Business Days after such engagement. The Independent Accountant shall act as an expert and not as an arbitrator to determine, based solely on the presentations by the BiteSquad Member Representative and Parent and not by independent review, only those issues in the Objection Notice that remain in dispute. Upon final resolution of all such disputed items, the Independent Accountant shall issue a report showing its final calculation of such disputed items. The determination of the Independent Accountant shall be final, binding and conclusive on the BiteSquad Member Representative, the BiteSquad Unitholders, the Incentive Unitholders and Parent. Parent shall pay the fees and expenses of the Independent Accountant; provided, however, that the BiteSquad Member Representative, the BiteSquad Unitholders and the Incentive Unitholders (on the one hand) shall reimburse Parent for such fees and expenses in proportion to the amounts by which its proposal differed from the Independent Accountant’s final determination, with such reimbursement to be made from the Adjustment Escrow Account. In connection with the resolution of any remaining dispute over dispute, each Party shall pay its own fees and expenses, including without limitation, legal, accounting and consultant fees and expenses. Notwithstanding anything to the Shareholder Representative’s proposed adjustments contrary in this Agreement, any disputes regarding amounts shown in the Post-Closing Adjustment Statement shall be resolved as set forth in this Section 3.7(b). (i) In the event that the Closing Cash Consideration as finally determined pursuant to this Section 3.7 is greater than the Estimated Cash Consideration, then (A) Parent shall pay the amount of such difference in cash by wire transfer of immediately available funds to the Exchange Agent to be disbursed to the BiteSquad Unitholders and In-the-Money Incentive Unitholders in accordance with the Merger Consideration Adjustment Methodology, which resolution shall be final, binding, conclusive and non-appealable. The CPA Firm shall be instructed to deliver its written determination not later than the thirtieth (30th) day after the dispute is referred to the CPA Firm. The CPA Firm shall address only those items in dispute and may not assign a value greater than the greatest value for such item claimed by either party or smaller than the smallest value for such item claimed by either party. The CPA Firm’s fees and expenses shall be allocated to the Shareholders from the Shareholder Representative Fund Amount, on the one handExchange Agent Agreement, and (B) Parent and the Surviving CorporationBiteSquad Member Representative shall deliver a joint written instruction to the Adjustment Escrow Agent to release by wire transfer of immediately available funds the Adjustment Escrow Amount to the Exchange Agent to be disbursed to the BiteSquad Unitholders and In-the-Money Incentive Unitholders in accordance with the Exchange Agent Agreement; and (ii) in the event that the Closing Cash Consideration as finally determined pursuant to this Section 3.7 is less than the Estimated Cash Consideration, on (A) then Parent and the other hand, based on BiteSquad Member Representative shall deliver a joint written instruction to the inverse Adjustment Escrow Agent to release to Parent by wire transfer of immediately available funds an amount equal to the portion of the percentage that Adjustment Escrow Amount equal to such difference and, (B) thereafter, if there remains any Adjustment Escrow Amount in the CPA Firm’s determination (before such allocation) bears Adjustment Escrow Account, then Parent and the BiteSquad Member Representative shall deliver a joint written instruction to the total Adjustment Escrow Agent to release such balance to the Exchange Agent to be disbursed to the BiteSquad Unitholders and In-the-Money Incentive Unitholders in accordance with the Exchange Agent Agreement. Notwithstanding anything in this Agreement to the contrary, the Adjustment Escrow Amount shall be Parent’s sole and exclusive remedy for any and all claims it may have with respect to any adjustments to the Cash Consideration under this Agreement and, for the avoidance of doubt, in no event shall the BiteSquad Unitholders and Incentive Unitholders (or any of them), the BiteSquad Member Representative or any other Person have any obligation or liability therefor even if the aggregate amount of such adjustments were to exceed the total items in dispute as originally submitted to the CPA Firm. For example, should the items in dispute total in amount to One Thousand Dollars ($1,000) and the CPA Firm awards Six Hundred Dollars ($600) in favor balance of the Shareholder Representative’s position, sixty percent Adjustment Escrow Account. (60%d) Payment of any applicable adjustment hereunder shall be made within five (5) Business Days of the costs of its review would be borne by Parent and forty percent (40%) final determination of the costs would be borne by the Shareholders from the Shareholder Representative Fund AmountClosing Cash Consideration hereunder. (e) The Closing Balance Sheet, the Net Working Capital Statement and the Adjustment Amount Statement shall become final and binding on all parties upon the earliest of (i) the Shareholder Representative’s delivery of written notice Any payment to Parent of its acceptance of Parent’s proposals thereof, (ii) the Shareholder Representative’s failure to deliver a Dispute Notice within the thirty (30) day period specified in Section 2.6(c) above, (iii) the mutual written agreement of the Shareholder Representative and Parent with respect to any of the Shareholder Representative’s proposed adjustments to Parent’s proposals thereof, or (iv) the CPA Firm’s final resolution of any disputes submitted to the CPA Firm with respect to the Shareholder Representative’s proposed adjustments to Parent’s proposals thereof. For purposes hereof, (A) the “Final Net Working Capital” shall mean the Net Working Capital as reflected on the Net Working Capital Statement, (B) the “Final Indebtedness” shall mean the value of the Indebtedness set forth on the Closing Balance Sheet and (C) the “Final Closing Cash” shall mean the value of the Closing Cash set forth on the Closing Balance Sheet, in each case, as deemed final be made pursuant to this Section 2.6(e)3.7 shall be treated by all Parties for Tax purposes as adjustments to the Merger Consideration. Notwithstanding anything herein to the contrary, the BiteSquad Member Representative and the Exchange Agent shall be entitled to deduct and withhold from any distributions made by it to the BiteSquad Unitholders and Incentive Unitholders under this Section 3.7 such Taxes as it is required to deduct and withhold under any provision of applicable Tax Law. To the extent that amounts are so withheld and timely remitted to the appropriate Governmental Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such BiteSquad Unitholders and Incentive Unitholders in respect of which such deduction and withholding was made.

Merger Consideration Adjustments. (a) At least two The Merger Consideration shall be adjusted, plus or minus (2as the case may be) Business Days prior under the remaining provisions of this Section 2.9. (b) The Merger Consideration shall be subject to adjustment as follows: Within 60 days following the Closing Date, the Company Company's Accountants, at Buyer's cost and expense, shall prepare (or cause to be prepared), issue and deliver to Parent its good faith estimate of: (i) Buyer, a consolidated balance sheet of the Company and its Subsidiaries as of the Closing Date (the "Closing Balance Sheet") and a schedule setting forth the assets and liabilities Company's Accountants' determination of the Company as of adjustments to the Effective Time (the “Estimated Merger Consideration, if any, required hereunder. The Closing Balance Sheet”Sheet shall be prepared on a consolidated basis in accordance with GAAP, applied consistent with past practices (including without limitation, inclusion of a valuation allowance for any deferred Tax asset arising out of a net operating loss carryforward equal to the amount of such deferred Tax asset), and except for (iii) such variations from GAAP as were applied by the Net Working Capital (Company in the “Estimated Net Working Capital”). Parent and its Representatives shall have the right to review and copy the computations and work papers (including accountants’ work papers) and the Company’s underlying books and records used in connection with the Company’s computation and preparation of its proposed drafts of the Estimated Closing Balance Sheet and the Estimated Net Working Capital. If Parent disputes the Estimated Closing Balance Sheet (or any portion thereof) or the Estimated Net Working Capital prior to the Closing, then Parent and the Company will negotiate in good faith to resolve any such dispute at or prior to Closing, but the resolution of any such dispute is not a condition to Closing. Each of the Estimated Closing Balance Sheet and the Estimated Net Working Capital shall be prepared in accordance with the methodology and the accounting principles are set forth in Exhibit D (the “Merger Consideration Adjustment Methodology”). In the event the Estimated Net Working Capital (i) exceeds the Net Working Capital Target, then the Closing Merger Consideration shall be increased, dollar for dollar, by the amount that the Estimated Net Working Capital exceeds the Net Working Capital Target; or (ii) is less than the Net Working Capital Target, then the Closing Merger Consideration shall be decreased, dollar for dollar, by the amount that the Net Working Capital Target exceeds the Estimated Net Working Capital (with such adjustment amount under (ion Schedule 2.9(b) and (ii) the exclusion of the preceding sentence immediately above being Company's obligation to repurchase capital stock of Shamrock Corporation in an amount not to exceed $556,000; provided, however, that if the “Working Capital Adjustment Amount”). (b) As promptly amount of the -------- ------- obligation to repurchase capital stock of Shamrock Corporation is less than $556,000 as practicable, but in no event later than sixty (60) days following of the Closing Date, Parent shall, in good faith, prepare (or cause to be prepared), issue and deliver to the Shareholder Representative its proposed: (i) balance sheet of the Company setting forth then the assets and liabilities of the Company as of the Effective Time (Closing Date shall be increased by the amount of the difference between $556,000 and the actual amount of such obligation as finalized in accordance with Section 2.6(d), of the “Closing Date. The Closing Balance Sheet”), (ii) statement Sheet shall be conclusive and binding on the parties for purposes of the calculation of the Net Working Capital (as finalized in accordance with Section 2.6(d), the “Net Working Capital Statement”), and (iii) statement of the calculation of calculating any adjustment to the Merger Consideration Adjustment Amount under this Section unless Buyer notifies the Stockholder Agent in writing (as finalized in accordance with Section 2.6(d), the “Adjustment Amount Statement”). The Shareholder Representative and its Representatives shall have the right to review and copy the computations and work papers (including accountants’ work papersa "Dispute Notice") and the Surviving Corporation’s underlying books and records used in connection with Parent’s computation and preparation within 30 days of its proposed drafts Buyer's receipt of the Closing Balance Sheet, the Net Working Capital Statement and the Adjustment Amount Statement. Each Sheet of the Closing Balance Sheet, the Net Working Capital Statement and the Adjustment Amount Statement shall be prepared in accordance any disagreements therewith (stating with the Merger Consideration Adjustment Methodology. (c) Within thirty (30) days following Parent’s delivery of its proposed Closing Balance Sheet, Net Working Capital Statement and Adjustment Amount Statement, the Shareholder Representative shall, in a written notice to Parent, either accept Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and Adjustment Amount Statement, or, in the event that the Shareholder Representative believes that Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and/or Adjustment Amount Statement were not prepared in accordance with the Merger Consideration Adjustment Methodology, deliver a notice (a “Dispute Notice”) in writing prior to the expiration of such thirty (30) day period. The Dispute Notice shall describe in reasonable detail any proposed adjustments to Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and/or Adjustment Amount Statement which the Shareholder Representative believes should be made and specificity the basis therefor. If the Shareholder Representative has not delivered such notice of proposed adjustments within such thirty (30) day period, the Shareholder Representative will be deemed to have accepted Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and Adjustment Amount Statement and such statements shall be final, binding, conclusive and non-appealable. (d) If the Shareholder Representative delivers a Dispute Notice to Parent in a timely manner pursuant to Section 2.6(c) above, then the Shareholder Representative and Parent shall negotiate in good faith to resolve for any dispute over the Shareholder Representative’s proposed adjustments to Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and/or Adjustment Amount Statement, provided that if any such dispute is not fully resolved within fifteen (15) days following delivery by the Shareholder Representative of the Dispute Notice (or such longer period as Parent and the Shareholder Representative may mutually agree in writing), then at the request of either the Shareholder Representative or Parent, such dispute shall be submitted to the CPA Firm to resolve any remaining dispute over the Shareholder Representative’s proposed adjustments in accordance with the Merger Consideration Adjustment Methodology, which resolution shall be final, binding, conclusive and non-appealable. The CPA Firm shall be instructed to deliver its written determination not later than the thirtieth (30th) day after the dispute is referred to the CPA Firm. The CPA Firm shall address only those items in dispute and may not assign a value greater than the greatest value for such item claimed by either party or smaller than the smallest value for such item claimed by either party. The CPA Firm’s fees and expenses shall be allocated to the Shareholders from the Shareholder Representative Fund Amount, on the one hand, and Parent and the Surviving Corporation, on the other hand, based on the inverse of the percentage that the CPA Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the CPA Firm. For example, should the items in dispute total in amount to One Thousand Dollars ($1,000) and the CPA Firm awards Six Hundred Dollars ($600) in favor of the Shareholder Representative’s position, sixty percent (60%) of the costs of its review would be borne by Parent and forty percent (40%) of the costs would be borne by the Shareholders from the Shareholder Representative Fund Amount. (e) The Closing Balance Sheet, the Net Working Capital Statement and the Adjustment Amount Statement shall become final and binding on all parties upon the earliest of (i) the Shareholder Representative’s delivery of written notice to Parent of its acceptance of Parent’s proposals thereof, (ii) the Shareholder Representative’s failure to deliver a Dispute Notice within the thirty (30) day period specified in Section 2.6(c) above, (iii) the mutual written agreement of the Shareholder Representative and Parent with respect to any of the Shareholder Representative’s proposed adjustments to Parent’s proposals thereof, or (iv) the CPA Firm’s final resolution of any disputes submitted to the CPA Firm with respect to the Shareholder Representative’s proposed adjustments to Parent’s proposals thereof. For purposes hereof, (A) the “Final Net Working Capital” shall mean the Net Working Capital as reflected on the Net Working Capital Statement, (B) the “Final Indebtedness” shall mean the value of the Indebtedness set forth on the Closing Balance Sheet and (C) the “Final Closing Cash” shall mean the value of the Closing Cash set forth on the Closing Balance Sheet, in each case, as deemed final pursuant to this Section 2.6(e).such

Merger Consideration Adjustments. (a) At least two (2) three Business Days prior to the Closing Date, the Company shall prepare (prepare, or cause to be prepared), issue and deliver to Parent its good the Acquiror a reasonably detailed written statement (the “Preliminary Closing Statement”) setting forth a good-faith estimate of: estimate, along with related calculations, of the Company’s (i) balance sheet of the Company setting forth the assets and liabilities of the Company as of the Effective Time (the “Estimated Closing Balance Sheet”), and (ii) the Net Working Capital (the “Estimated Net Working Capital”). Parent , (ii) Indebtedness (the “Estimated Indebtedness”), (iii) Cash (the “Estimated Cash”), and its Representatives shall have (iv) Transaction Expenses (the right “Estimated Transaction Expenses”), each determined as of 11:59 p.m. on the day prior to review the Closing Date (and, except for the Estimated Transaction Expenses, without giving effect to the transactions contemplated hereby), based on the Company’s books and copy records and other information available at the computations and work papers (including accountants’ work papersClosing, calculated on a basis consistent with Schedule 2.12(a) and the Company’s underlying books accounting principles, practices, assumptions, conventions and records used in connection with policies referred to therein, including any exclusions or deviations from GAAP (the Company’s computation “Applicable Accounting Principles”). An illustrative example of a Preliminary Closing Statement and preparation calculation of its proposed drafts of the Estimated Closing Balance Sheet and the Estimated Net Working Capital. If Parent disputes the Estimated Closing Balance Sheet (or any portion thereof) or the Estimated Net Working Capital prior to the Closing, then Parent Indebtedness, Cash and the Company will negotiate in good faith to resolve any such dispute at or prior to Closing, but the resolution of any such dispute Transaction Expenses is not a condition to Closing. Each of the Estimated Closing Balance Sheet and the Estimated Net Working Capital shall be prepared in accordance with the methodology and the accounting principles set forth in Exhibit D Schedule 2.12(a) (the “Merger Consideration Adjustment Methodology”). In the event the Estimated Net Working Capital (i) exceeds the Net Working Capital Target, then the Closing Merger Consideration shall be increased, dollar for dollar, by the amount that the Estimated Net Working Capital exceeds the Net Working Capital Target; or (ii) is less than the Net Working Capital Target, then the Closing Merger Consideration shall be decreased, dollar for dollar, by the amount that the Net Working Capital Target exceeds the Estimated Net Working Capital (with such adjustment amount under (i) and (ii) of the preceding sentence immediately above being the “Working Capital Adjustment AmountSample Statement”). (b) As promptly as practicable, but in no event later than sixty (60) Within 60 days following after the Closing Date, Parent shall, in good faith, prepare (or the Acquiror shall cause to be prepared), issue prepared and deliver delivered to the Shareholder Stockholder Representative its proposed: (on behalf of all the Equityholders) a written statement (the “Final Closing Statement”) that shall include and set forth a calculation in reasonable detail of the actual (i) balance sheet of the Company setting forth the assets and liabilities of the Company as of the Effective Time Net Working Capital (as finalized in accordance with Section 2.6(d), the “Closing Balance SheetNet Working Capital”), (ii) statement of the calculation of the Net Working Capital Indebtedness (as finalized in accordance with Section 2.6(d“Closing Indebtedness”), the (iii) Cash (“Net Working Capital StatementClosing Cash”), and (iiiiv) statement of the calculation of the Merger Consideration Adjustment Amount Transaction Expenses (as finalized in accordance with Section 2.6(d“Closing Transaction Expenses”), each determined as of 11:59 p.m. on the “Adjustment Amount Statement”day prior to the Closing Date (and, except for Closing Transaction Expenses, without giving effect to the transactions contemplated hereby). The Shareholder Representative and its Representatives shall have the right to review and copy the computations and work papers (including accountants’ work papers) and the Surviving Corporation’s underlying books and records used in connection with Parent’s computation and preparation of its proposed drafts of the Final Closing Balance Sheet, the Net Working Capital Statement and the Adjustment Amount Statement. Each of the Closing Balance Sheet, the Net Working Capital Statement and the Adjustment Amount Statement shall be prepared in accordance on a basis consistent with the Merger Consideration Adjustment MethodologyApplicable Accounting Principles including the Sample Statement. (c) Within thirty (30) days The Final Closing Statement shall become final and binding on the 30th day following Parent’s delivery thereof, unless prior to the end of such period, the Stockholder Representative delivers to the Acquiror a reasonably detailed written notice of its proposed Closing Balance Sheet, Net Working Capital Statement and Adjustment Amount Statement, the Shareholder Representative shall, in a written notice to Parent, either accept Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and Adjustment Amount Statement, or, in the event that the Shareholder Representative believes that Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and/or Adjustment Amount Statement were not prepared in accordance with the Merger Consideration Adjustment Methodology, deliver a notice disagreement (a “Dispute NoticeNotice of Disagreement”) in writing prior specifying the nature and amount, along with related calculations, as applicable, of any dispute as to the expiration of such thirty (30) day periodClosing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, as set forth in the Final Closing Statement. The Dispute Notice Stockholder Representative shall describe in reasonable detail any proposed adjustments to Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and/or Adjustment Amount Statement which the Shareholder Representative believes should be made and the basis therefor. If the Shareholder Representative has not delivered such notice of proposed adjustments within such thirty (30) day period, the Shareholder Representative will be deemed to have accepted Parent’s proposed agreed with all items and amounts of Closing Balance Sheet, Net Working Capital Statement and Adjustment Amount Statement Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses not specifically referenced in the Notice of Disagreement, and such statements items and amounts shall not be final, binding, conclusive and non-appealablesubject to review in accordance with Section 2.12(d). (d) If During the Shareholder 30-day period following delivery of a Notice of Disagreement by the Stockholder Representative delivers a Dispute Notice to Parent in a timely manner pursuant to Section 2.6(c) abovethe Acquiror, then the Shareholder Representative and Parent shall negotiate parties in good faith shall seek to resolve in writing any differences that they may have with respect to the calculation of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses as specified therein. Any disputed items resolved in writing between the Acquiror and the Stockholder Representative within such 30 day period shall be final and binding with respect to such items, and if the Stockholder Representative and the Acquiror agree in writing on the resolution of each disputed item specified by the Stockholder Representative in the Notice of Disagreement and the amount of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, the amounts so determined shall be final and binding on the parties for all purposes hereunder. If the Acquiror and the Stockholder Representative have not resolved all such differences by the end of such 30-day period, the Acquiror and the Stockholder Representative shall submit, in writing, to an independent public accounting firm (the “Independent Accounting Firm”), their briefs detailing their views as to the correct nature and amount of each item in the Notice of Disagreement remaining in dispute over and the Shareholder amounts of the Closing Net Working Capital, Closing Indebtedness and/or Closing Cash, Closing Transaction Expenses, and the Independent Accounting Firm shall make a written determination as to each such disputed item in the Notice of Disagreement remaining in dispute and the amount of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses. The Independent Accounting Firm shall be Deloitte LLP or, if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed in writing by the Stockholder Representative and the Acquiror. The Acquiror and the Stockholder Representative shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it within 30 days following the submission thereof. The Independent Accounting Firm shall consider only those items and amounts in the Acquiror’s and the Stockholder Representative’s proposed adjustments to Parent’s proposed respective calculations of the Closing Balance Sheet, Net Working Capital Statement Capital, Closing Indebtedness and/or Adjustment Amount Statement, provided Closing Cash Closing Transaction Expenses that if any such dispute is not fully are identified as being items and amounts in the Notice of Disagreement to which the Acquiror and the Stockholder Representative have been unable to agree. The scope of the disputes to be resolved within fifteen (15) days following delivery by the Shareholder Representative of the Dispute Notice (or such longer period as Parent and the Shareholder Representative may mutually agree in writing), then at the request of either the Shareholder Representative or Parent, such dispute Independent Accounting Firm shall be submitted limited to correcting mathematical errors and determining whether the CPA Firm to resolve any items and amounts in the Notice of Disagreement remaining in dispute over the Shareholder Representative’s proposed adjustments were determined in accordance with the Merger Consideration Adjustment MethodologyApplicable Accounting Principles and the Sample Statement and the Independent Accounting Firm is not to make any other determination, which resolution shall be finalincluding any determination as to whether the Target Net Working Capital is correct, bindingadequate or sufficient. In resolving any disputed item, conclusive and non-appealable. The CPA the Independent Accounting Firm shall be instructed to deliver its written determination not later than the thirtieth (30th) day after the dispute is referred to the CPA Firm. The CPA Firm shall address only those items in dispute and may not assign a value to any item greater than the greatest value for such item claimed by either party or smaller less than the smallest value for such item claimed by either party. The CPA Firm’s fees and expenses shall be allocated to the Shareholders from the Shareholder Representative Fund Amount, on the one hand, and Parent and the Surviving Corporation, on the other hand, based on the inverse of the percentage that the CPA Independent Accounting Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses shall be based solely on written materials submitted to by the CPA Firm. For example, should the items in dispute total in amount to One Thousand Dollars ($1,000) Acquiror and the CPA Firm awards Six Hundred Dollars Stockholder Representative ($600) in favor i.e., not on independent review). The determination of the Shareholder Representative’s position, sixty percent (60%) Independent Accounting Firm shall be conclusive and binding upon the parties hereto and shall not be subject to appeal or further review. Judgment may be entered upon the written determination of the costs of its review would be borne by Parent and forty percent (40%) of the costs would be borne by the Shareholders from the Shareholder Representative Fund AmountIndependent Accounting Firm in accordance with Section 8.10. (e) The costs of any dispute resolution pursuant to this Section 2.12, including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by the Acquiror and the Stockholder Representative in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Final Closing Balance SheetStatement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party. (f) The Acquiror, the Net Working Capital Statement Company and the Adjustment Amount Statement Stockholder Representative will, and the Acquiror will cause the Surviving Corporation (following the Closing through the resolution of any adjustment to the Merger Consideration contemplated by this Section 2.12) to, afford the other party and its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties, books and records of the Company and its Subsidiaries or the Surviving Corporation and its Subsidiaries, as the case may be, and to any other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 2.12. Each party shall become final authorize its accountants to disclose work papers generated by such accountants in connection with preparing and binding on all parties upon reviewing the earliest of calculations specified in this Section 2.12; provided, that such accountants shall not be obligated to make any work papers available except in accordance with such accountants’ disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (g) The Merger Consideration shall be adjusted, upwards or downwards, as follows: (i) For the Shareholder Representative’s delivery purposes of written notice this Agreement, the “Net Adjustment Amount” means an amount, which may be positive or negative, equal to Parent of its acceptance of Parent’s proposals thereof, (ii) the Shareholder Representative’s failure to deliver a Dispute Notice within the thirty (30) day period specified in Section 2.6(c) above, (iii) the mutual written agreement of the Shareholder Representative and Parent with respect to any of the Shareholder Representative’s proposed adjustments to Parent’s proposals thereof, or (iv) the CPA Firm’s final resolution of any disputes submitted to the CPA Firm with respect to the Shareholder Representative’s proposed adjustments to Parent’s proposals thereof. For purposes hereof, (A) the “Final Net Working Capital” shall mean the Closing Net Working Capital as reflected on finally determined pursuant to this Section 2.12 minus the Estimated Net Working Capital StatementCapital, plus (B) the “Final Indebtedness” shall mean the value of the Estimated Indebtedness set forth on minus the Closing Balance Sheet and Indebtedness as finally determined pursuant to this Section 2.12, plus (C) the “Final Closing Cash” shall mean the value of the Closing Cash set forth on the Closing Balance Sheet, in each case, as deemed final finally determined pursuant to this Section 2.6(e).2.12 minus the Estimated Cash, plus (D) the Estimated Transaction Expenses minus the Closing Transaction Expenses as finally determined pursuant to this Section 2.12;

Merger Consideration Adjustments. (a) At least two three (23) Business Days prior to the anticipated Closing Date, the Company shall prepare (prepare, or cause to be prepared), issue in good faith and based on reasonable assumptions, and deliver to Parent its a statement (the “Preliminary Closing Statement”) setting forth (i) a good faith estimate of: (i) balance sheet of the Company setting forth the assets and liabilities of the Company as of the Effective Time Company’s (the “Estimated Closing Balance Sheet”), and (iiA) the Net Working Capital (the “Estimated Net Working Capital”). Parent and its Representatives shall have , (B) Company Expenses (“Estimated Company Expenses”), (C) Indebtedness of the right Acquired Companies required to review and copy be repaid at Closing, including the computations and work papers Indebtedness set forth in the Payoff Letter (including accountants’ work papers“Estimated Indebtedness”) and (D) Cash (“Estimated Cash”), each determined as of the close of business on the Business Day immediately prior to the Closing Date, based on the Company’s underlying books and records used in connection with and other information available at the Company’s computation Closing and preparation of its proposed drafts (ii) on the basis of the Estimated foregoing, a calculation of the Closing Balance Sheet and the Merger Consideration. Estimated Net Working Capital, Estimated Company Expenses, Estimated Indebtedness and Estimated Cash shall be calculated on a basis consistent with the Applicable Accounting Principles. If Parent disputes the Estimated An illustrative example of a Preliminary Closing Balance Sheet (or any portion thereof) or the Estimated Statement and calculation of Net Working Capital prior to Capital, Company Expenses, Indebtedness and Cash is set forth as Exhibit B (the Closing, then Parent and “Sample Statement”). The Company shall deliver applicable wire instructions for the Company will negotiate in good faith to resolve any such dispute at or prior to Closing, but the resolution of any such dispute is not a condition to Closing. Each repayment of the Estimated Closing Balance Sheet and the Estimated Net Working Capital shall be prepared in accordance Indebtedness concurrently with the methodology and the accounting principles set forth in Exhibit D (the “Merger Consideration Adjustment Methodology”). In the event the Estimated Net Working Capital (i) exceeds the Net Working Capital Target, then the Closing Merger Consideration shall be increased, dollar for dollar, by the amount that the Estimated Net Working Capital exceeds the Net Working Capital Target; or (ii) is less than the Net Working Capital Target, then the Closing Merger Consideration shall be decreased, dollar for dollar, by the amount that the Net Working Capital Target exceeds the Estimated Net Working Capital (with such adjustment amount under (i) and (ii) its delivery of the preceding sentence immediately above being the “Working Capital Adjustment Amount”)Preliminary Closing Statement. (b) As promptly as practicablepracticable after the Closing Date, but in no event later than sixty forty-five (6045) days following after the Closing Date, Parent shall, in good faith, prepare (or shall cause to be prepared), issue prepared and deliver delivered to the Shareholder Holder Representative its proposed: (on behalf of the Holders) a written statement (the “Final Closing Statement”) that shall include and set forth a calculation in reasonable detail of the Company’s actual (i) balance sheet of the Company setting forth the assets and liabilities of the Company as of the Effective Time Net Working Capital (as finalized in accordance with Section 2.6(d), the “Closing Balance SheetNet Working Capital”), (ii) statement of the calculation of the Net Working Capital Company Expenses (as finalized in accordance with Section 2.6(d), the “Net Working Capital StatementClosing Company Expenses”), and (iii) statement Indebtedness (“Closing Indebtedness”) and (iv) Cash (“Closing Cash”), each determined as of the calculation close of business on the Business Day immediately prior to the Closing Date. The Final Closing Statement (A) shall be prepared on a basis consistent with the Applicable Accounting Principles and will take into account only the line items reflected on the Sample Statement, and (B) shall be based exclusively on the facts and circumstances as they exist immediately prior to the Closing (other than with respect to shares of Company Common Stock issuable to a holder of Company Warrants the exercise of which has been conditioned upon and concurrently with the Closing and any Cash received in respect thereof) and shall exclude the effects of any event, act, change in circumstances or development arising or occurring on or after the Effective Time (other than the exercise of such Company Warrants conditioned upon and concurrently with the Closing) whether or not the application of generally accepted accounting principles in the United States (“GAAP”) would require such event, act, circumstance or development to be reflected thereon. To the extent any actions on or following the Closing with respect to the accounting books and records of the Merger Consideration Adjustment Amount Company or its Subsidiaries on which the Final Closing Statement and the foregoing calculations are to be based are not consistent with the Company’s past practices utilized in the preparation of the Company Financial Statements (as finalized taking into account the accounting changes made in accordance connection with Section 2.6(dthe Company’s application of “Fresh Start” accounting), such changes shall not be taken into account in preparing the “Adjustment Amount Statement”)Final Closing Statement or calculating amounts reflected thereon. The Shareholder Holder Representative and its Representatives shall have the right to review and copy reasonable access to examine the computations and work papers (including accountants’ work papers) and the Surviving Corporation’s underlying books and records used in connection with Parent’s computation and preparation of its proposed drafts other documents of the accountants and other personnel preparing the Final Closing Balance Sheet, the Net Working Capital Statement and the Adjustment Amount Statement. Each books, records and other documents of the Company and its Subsidiaries relating to the Final Closing Balance SheetStatement, and to discuss the Net Working Capital preparation of the Final Closing Statement with the personnel who participated in such preparation, in each case, during normal business hours and in such a manner as to not unreasonably interfere with the normal operations of the Company and its Subsidiaries, and Parent and the Adjustment Amount Statement Company shall be prepared in accordance with the Merger Consideration Adjustment Methodologyprovide or cause other Persons to provide all such access and information. (c) Within thirty The Final Closing Statement shall become final and binding on the thirtieth (3030th) days day following Parent’s delivery of its proposed Closing Balance Sheetthereof by Parent to the Holder Representative, Net Working Capital Statement and Adjustment Amount Statementunless, the Shareholder Representative shall, in a written notice to Parent, either accept Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and Adjustment Amount Statement, or, in the event that the Shareholder Representative believes that Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and/or Adjustment Amount Statement were not prepared in accordance with the Merger Consideration Adjustment Methodology, deliver a notice (a “Dispute Notice”) in writing prior to the expiration end of such thirty (30) day period. The Dispute Notice shall describe in reasonable detail any proposed adjustments to Parent’s proposed Closing Balance Sheet, Net Working Capital Statement and/or Adjustment Amount Statement which the Shareholder Representative believes should be made and the basis therefor. If the Shareholder Representative has not delivered such notice of proposed adjustments within such thirty (30) day 30)-day period, the Shareholder Holder Representative will be deemed (on behalf of the Holders) delivers to have accepted Parent’s proposed Parent written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Closing Balance Sheet, Net Working Capital Statement and Adjustment Amount Statement and such statements shall be finalCapital, bindingClosing Company Expenses, conclusive and non-appealableClosing Indebtedness and/or Closing Cash as set forth in the Final Closing Statement. (d) If During the Shareholder twenty (20)-day period following delivery of a Notice of Disagreement by the Holder Representative delivers a Dispute Notice to Parent, Parent in a timely manner pursuant to Section 2.6(cand the Holder Representative (on behalf of the Holders) above, then the Shareholder Representative and Parent shall negotiate in good faith to resolve any differences that they may have with respect to the calculation of the Closing Net Working Capital, Closing Company Expenses, Closing Indebtedness and/or Closing Cash as specified therein. Any disputed items resolved in writing between the Holder Representative and Parent within such twenty (20)-day period shall be final and binding on all Holders with respect to such items, and if the Holder Representative and Parent agree in writing on the resolution of each disputed item specified by Parent in the Notice of Disagreement and the amount of the Closing Net Working Capital, Closing Company Expenses, Closing Indebtedness and/or Closing Cash, the amounts so determined shall be final and binding on all Holders for all purposes hereunder. If the Holder Representative and Parent have not resolved all such differences by the end of such twenty (20) day period, the Holder Representative and Parent shall submit, in writing, to an independent public accounting firm who shall act as an expert, and not an arbitrator (the “Independent Accounting Firm”), reports detailing their respective views as to the correct nature and amount of each item remaining in dispute over and the Shareholder amounts of the Closing Net Working Capital, Closing Company Expenses, Closing Indebtedness and/or Closing Cash, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Closing Net Working Capital, Closing Indebtedness and/or Closing Cash. The Independent Accounting Firm shall be an independent public accounting firm as shall be agreed in writing by the Holder Representative and Parent. Parent and the Holder Representative shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it as promptly as practicable, and in any event within thirty (30) days following the submission thereof. The Independent Accounting Firm shall consider only those items and amounts in Parent’s and the Holder Representative’s proposed adjustments respective calculations of the Closing Net Working Capital, Closing Indebtedness and/or Closing Cash that are identified as being items and amounts to Parentwhich Parent and the Holder Representative have been unable to agree. The Independent Accounting Firm’s proposed Closing Balance Sheetservices and authority to make a determination shall be limited in scope to the disputed amounts, and the Independent Accounting Firm is not to make any other determination, including any determination as to whether the Target Net Working Capital or any estimates on the Preliminary Closing Statement and/or Adjustment Amount Statementare correct, provided that if adequate or sufficient. In resolving any such dispute is not fully resolved within fifteen (15) days following delivery by disputed item, the Shareholder Representative of the Dispute Notice (or such longer period as Parent and the Shareholder Representative may mutually agree in writing), then at the request of either the Shareholder Representative or Parent, such dispute shall be submitted to the CPA Independent Accounting Firm to resolve any remaining dispute over the Shareholder Representative’s proposed adjustments in accordance with the Merger Consideration Adjustment Methodology, which resolution shall be final, binding, conclusive and non-appealable. The CPA Firm shall be instructed to deliver its written determination not later than the thirtieth (30th) day after the dispute is referred to the CPA Firm. The CPA Firm shall address only those items in dispute and may not assign a value to any item greater than the greatest value for such item claimed by either party Party or smaller less than the smallest value for such item claimed by either partyParty. The CPA Independent Accounting Firm’s determination of the Closing Net Working Capital, Closing Company Expenses, Closing Indebtedness and/or Closing Cash shall be based solely on the written reports (and any other materials requested by the Independent Accounting Firm) submitted by Parent and the Holder Representative and solely on this Section 3.8 and the definitions and schedules relating hereto, and not on the basis of an independent review. The determination of the Independent Accounting Firm shall be conclusive and binding upon the Parties and shall not be subject to appeal or further review. Judgment may be entered upon the written determination of the Independent Accounting Firm in accordance with Section 9.9. (e) The fees and expenses of the Independent Accounting Firm shall be allocated to the Shareholders from the Shareholder Representative Fund Amountborne by Parent, on the one hand, and Parent and the Surviving Corporation, Holder Representative (on behalf of the Holders) on the other hand, in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the inverse relative dollar values of the percentage that amounts in dispute and shall be determined by the CPA Firm’s Independent Accounting Firm at the time the determination (before of such allocation) bears to firm is rendered on the total amount merits of the total items in dispute as originally submitted to the CPA Firm. For example, should the items in dispute total in amount to One Thousand Dollars ($1,000) and the CPA Firm awards Six Hundred Dollars ($600) in favor of the Shareholder Representative’s position, sixty percent (60%) of the costs of its review would be borne by Parent and forty percent (40%) of the costs would be borne by the Shareholders from the Shareholder Representative Fund Amountmatters submitted. (ef) Parent and the Company shall, and Parent shall cause the Surviving Corporation to, during the period from and after the date of delivery of the Final Closing Statement through the resolution of any adjustment to the Closing Cash Merger Consideration contemplated by this Section 3.8, afford the other Party (or in the case of the Holders, the Holder Representative) and its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties, books and records of the Company and its Subsidiaries and to any other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 3.8. (g) The Closing Balance SheetCash Merger Consideration shall be adjusted, the Net Working Capital Statement and the Adjustment Amount Statement shall become final and binding on all parties upon the earliest of upwards or downwards, as follows: (i) the Shareholder Representative’s delivery of written notice to Parent of its acceptance of Parent’s proposals thereof, (ii) the Shareholder Representative’s failure to deliver a Dispute Notice within the thirty (30) day period specified in Section 2.6(c) above, (iii) the mutual written agreement of the Shareholder Representative and Parent with respect to any of the Shareholder Representative’s proposed adjustments to Parent’s proposals thereof, or (iv) the CPA Firm’s final resolution of any disputes submitted to the CPA Firm with respect to the Shareholder Representative’s proposed adjustments to Parent’s proposals thereof. For purposes hereofof this Agreement, the “Net Adjustment Amount” means an amount, which may be positive or negative, equal to (A) the “Final Estimated Net Working Capital” shall mean Capital minus the Closing Net Working Capital as reflected on the Net Working Capital Statementfinally determined pursuant to this Section 3.8, plus (B) the “Final Indebtedness” shall mean the value of the Indebtedness set forth on Estimated Company Expenses minus the Closing Balance Sheet and Company Expenses as finally determined pursuant to this Section 3.8, plus (C) the “Final Closing Cash” shall mean the value of Estimated Indebtedness minus the Closing Cash set forth on the Closing Balance Sheet, in each case, Indebtedness as deemed final finally determined pursuant to this Section 2.6(e)3.8, plus (D) the Estimated Cash minus the Closing Cash as finally determined pursuant to this Section 3.8.