Common use of Net Debt Adjustment Clause in Contracts

Net Debt Adjustment. (a) No later than 10 Business Days prior to the Closing Date, the Company shall deliver to the Purchaser a calculation of the estimated Net Debt of the Company at and as of immediately prior to the Closing, which sets forth a good faith estimate of the Net Debt as of such time (the “Estimated Net Debt”).The Estimated Net Debt calculation shall be prepared by the Company in accordance with GAAP consistently applied. The Purchaser and its Representatives, including the Purchaser’s independent accountants, shall have access to all work papers of the Company and its Representatives, including its independent accountants, relating to the Estimated Net Debt. If the Purchaser disputes the Estimated Net Debt (or any portion thereof) prior to the Closing, then the Purchaser and the Company shall negotiate in good faith to resolve any such dispute at or prior to the Closing. For avoidance of doubt, if the Estimated Net Debt is a positive number, then no Net Debt-related adjustment shall be made to the Purchaser Stock Consideration. (b) As promptly as practicable, but no later than 90 days after the Closing Date, the Purchaser shall cause to be prepared and delivered to the Stockholders’ Representative a calculation of the Net Debt of the Company at and as of immediately prior to the Closing, which shall set forth the Purchaser’s good faith calculation of the Net Debt as of such time (the “Final Net Debt”). The Final Net Debt calculation shall be prepared by the Purchaser or its Representatives in accordance with GAAP consistently applied. (c) If the Stockholders’ Representative disagrees with the Purchaser’s calculation of the Final Net Debt delivered pursuant to Section 1.3(b), then the Stockholders’ Representative may, within 45 days after delivery of the Final Net Debt calculation, deliver a written statement (the “Statement of Objection”) to the Purchaser disagreeing with such calculation that: (i) specifies the Stockholders’ Representative’s calculation of the Final Net Debt, (ii) indicates each item or amount in the calculation of the Net Debt disputed by the Stockholders’ Representative, and (iii) sets forth in detail the Stockholders’ Representative’s grounds for disputing each individual item or amount in the Final Net Debt calculation. The Stockholders’ Representative may only deliver one Statement of Objection to the Purchaser, and the Stockholders’ Representative shall not raise any disagreements with the Final Net Debt calculation other than the disagreements set forth in the Statement of Objection, nor shall the Stockholders’ Representative assert any claims that the value of any item or amount is greater or less than the value claimed in the Statement of Objection. Failure by the Stockholders’ Representative to deliver a Statement of Objection within such 45 day period shall be deemed to constitute acceptance by the Stockholders’ Representative of the Purchaser’s calculation of the Final Net Debt, and shall be final and binding upon, and non-appealable by, the Purchaser, the Stockholders’ Representative and, for the avoidance of doubt, the Stockholders. (d) If a Statement of Objection shall be delivered to the Purchaser pursuant to Section 1.3(c), the Purchaser and the Stockholders’ Representative shall, during the 15 days following such delivery, use commercially reasonable, good faith efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of the Final Net Debt. If the Purchaser and the Stockholders’ Representative are able to reach such agreement during such 15 day period, the Final Net Debt, with such changes as may have been previously agreed in writing by the Purchaser and the Stockholders’ Representative, shall be final and binding upon, and non-appealable by, the Purchaser, the Stockholders’ Representative and, for the avoidance of doubt, the Stockholders. (e) If the Purchaser and the Stockholders’ Representative are unable to reach such agreement during such 15 day period, they shall promptly jointly retain a firm of independent accountants of internationally recognized standing reasonably satisfactory to the Stockholders’ Representative and the Purchaser (who shall not have any material relationship with the Stockholders’ Representative or the Purchaser) (the “Accounting Referee”) and cause the Accounting Referee promptly to review this Agreement and such disputed amounts. The Accounting Referee shall be instructed to resolve such disputes within 60 days of retention of the Accounting Referee. The Accounting Referee shall address only those matters in dispute and may not allow 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 Accounting Referee shall deliver to the Purchaser and the Stockholders’ Representative, as promptly as practicable, a report setting forth such calculation. Such report shall be final and binding upon, and non-appealable by, the Purchaser, the Stockholders’ Representative and, for the avoidance of doubt, the Stockholders. The cost of such review and report shall be borne by the Purchaser, on the one hand, and the Stockholders (payable by the Stockholders’ Representative on their behalf), on the other, in inverse proportion as the Purchaser and the Stockholders’ Representative (on behalf of the Stockholders), respectively, may prevail on the matters resolved by the Accounting Referee, which proportionate allocation shall also be determined by the Accounting Referee and be included in the Accounting Referee report. (f) The Purchaser and the Stockholders’ Representative agree that they will, and agree to cause their respective independent accountants to, cooperate and assist in the preparation of the calculation of the Final Net Debt, including making available, to the extent necessary, books, records, work papers and personnel. (g) If the Final Net Debt is less (that is, more negative) than the Estimated Net Debt, the Purchaser shall be entitled to recover, pursuant to the Escrow Agreement, such number of Escrow Shares as is equal to the quotient obtained by dividing: (i) the amount by which the Final Net Debt is less (that is, more negative) than the Estimated Net Debt (such amount, the “Net Debt Adjustment Amount”), by (ii) the Per Share Price, rounded up to the nearest whole share, within five Business Days from when the Final Net Debt has become final, binding and non-appealable in accordance with Sections 1.3(c), (d) or (e); provided, however, that the Purchaser shall in no event be entitled to recover any Escrow Shares pursuant to this Section 1.3(g) if the Final Net Debt is a positive number; and provided, further, that if, as of the date that the Final Net Debt has become final, binding and non-appealable in accordance with Sections 1.3(c), (d) or (e), the Purchaser has not yet delivered the Initial Escrow Shares in accordance with Section 1.4(b), then the Initial Escrow Shares to be delivered to the Escrow Agent in accordance with Section 1.4(b) shall be reduced by such number of shares of Purchaser Common Stock as is equal to the quotient obtained by dividing (i) the Net Debt Adjustment Amount, by (ii) the Per Share Price, rounded up to the nearest whole share.

Net Debt Adjustment. (a) No later than 10 Business Days prior to Exhibit B hereto (the “Estimated Closing Date, the Company shall deliver to the Purchaser Statement”) sets forth a calculation of the estimated Net Debt Estimated Purchase Price and the Company’s good faith estimate of the Company Net Debt, in each case, at and as of immediately prior to the Closing, which sets forth a good faith estimate of the Net Debt as of such time Closing (the “Estimated Net Debt”).The Estimated Net Debt calculation shall be Debt”), which have been prepared by the Company in accordance with GAAP FRS102 consistently applied. The Purchaser applied and its Representatives, including in accordance with the Purchaser’s independent accountants, shall have access to all work papers preparation of the Company and its Representatives, including its independent accountants, relating to the Estimated Net Debt. If the Purchaser disputes the Estimated Net Debt (or any portion thereof) prior to the Closing, then the Purchaser and the Company shall negotiate in good faith to resolve any such dispute at or prior to the Closing. For avoidance of doubt, if the Estimated Net Debt is a positive number, then no Net Debt-related adjustment shall be made to the Purchaser Stock ConsiderationFinancial Statements. (b) As promptly as practicable, but no later than 90 days after the Closing Date, the Purchaser shall cause to be prepared and delivered to the StockholdersShareholders’ Representative a statement in substantially the same format utilized for the Estimated Closing Statement (the “Proposed Final Closing Statement”), which sets forth a calculation of the Net Debt Final Purchase Price and the Purchaser’s good faith calculation of the Company Net Debt, in each case, at and as of immediately prior to the Closing, which shall set forth the Purchaser’s good faith calculation of the Net Debt as of such time (the “Final Net Debt”). The Proposed Final Net Debt calculation Closing Statement calculations shall be prepared by the Purchaser or its Representatives in accordance with GAAP FRS 102 consistently appliedapplied and in accordance with the preparation of the Company Financial Statements. (c) If the StockholdersShareholders’ Representative disagrees with the Purchaser’s calculation of the Proposed Final Net Debt delivered pursuant to Section 1.3(bClosing Statement (or any portion thereof), then the StockholdersShareholders’ Representative may, within 45 days after delivery of the Proposed Final Net Debt calculationClosing Statement, deliver a written statement (the “Statement of Objection”) to the Purchaser disagreeing with such calculation that: (i) specifies the StockholdersShareholders’ Representative’s calculation of the Final Net DebtPurchase Price, (ii) indicates each item or amount in the calculation of the Net Debt Final Purchase Price disputed by the StockholdersShareholders’ Representative, and (iii) sets forth in detail the StockholdersShareholders’ Representative’s grounds for disputing each individual item or amount in the Proposed Final Net Debt calculationClosing Statement. The StockholdersShareholders’ Representative may only deliver one Statement of Objection to the Purchaser, and the StockholdersShareholders’ Representative shall not raise any disagreements with the Proposed Final Net Debt calculation Closing Statement other than the disagreements set forth in the Statement of Objection, nor shall the StockholdersShareholders’ Representative assert any claims that the value of any item or amount is greater or less than the value claimed in the Statement of Objection. Failure by the StockholdersShareholders’ Representative to deliver a Statement of Objection within such 45 45-day period shall be deemed to constitute acceptance by the StockholdersShareholders’ Representative of the Purchaser’s calculation of the Proposed Final Net DebtClosing Statement, and shall be final and binding upon, and non-appealable by, the Purchaser, the StockholdersShareholders’ Representative and, for the avoidance of doubt, the StockholdersShareholders. (d) If a Statement of Objection shall be delivered to the Purchaser pursuant to Section 1.3(c), the Purchaser and the StockholdersShareholders’ Representative shall, during the 15 days following such delivery, use commercially reasonable, good faith efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of the Final Net DebtPurchase Price. If the Purchaser and the StockholdersShareholders’ Representative are able to reach such agreement during such 15 day period, the Proposed Final Net DebtClosing Statement, with such changes as may have been previously agreed in writing by the Purchaser and the StockholdersShareholders’ Representative, shall be final and binding upon, and non-appealable by, the Purchaser, the StockholdersShareholders’ Representative and, for the avoidance of doubt, the StockholdersShareholders. (e) If the Purchaser and the StockholdersShareholders’ Representative are unable to reach such agreement during such 15 day period, they shall promptly jointly retain a firm of independent accountants in the United Kingdom of internationally recognized standing reasonably satisfactory to the StockholdersShareholders’ Representative and the Purchaser (who shall not have any material relationship with the StockholdersShareholders’ Representative or the Purchaser) (the “Accounting Referee”) and cause the Accounting Referee promptly to review this Agreement Agreement, the Proposed Final Closing Statement, the Statement of Objection and such disputed amounts. The Accounting Referee shall be instructed to resolve such disputes within 60 days of retention of the Accounting Referee. The Accounting Referee shall address only those matters in dispute and may not allow 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 Accounting Referee shall deliver to the Purchaser and the StockholdersShareholders’ Representative, as promptly as practicable, a report setting forth such calculationcalculation of the Final Purchase Price. Such report shall be final and binding upon, and non-appealable by, the Purchaser, the StockholdersShareholders’ Representative and, for the avoidance of doubt, the StockholdersShareholders. The cost of such review and report shall be borne by the Purchaser, on the one hand, and the Stockholders Shareholders (payable by the StockholdersShareholders’ Representative on their behalf), on the other, in inverse proportion as the Purchaser and the StockholdersShareholders’ Representative (on behalf of the StockholdersShareholders), respectively, may prevail on the matters resolved by the Accounting Referee, which proportionate allocation shall also be determined by the Accounting Referee and be included in the Accounting Referee report. (f) The Purchaser and the StockholdersShareholders’ Representative agree that they will, and agree to cause their respective independent accountants to, reasonably cooperate and assist in the preparation of the calculation of the Estimated Purchase Price and the Final Net DebtPurchase Price, including making reasonably available, to the extent necessary, books, records, work papers and personnel. (g) If the The term “Final Net Debt is less (that isClosing Statement” means, more negative) than the Estimated Net Debt, the Purchaser shall be entitled to recover, pursuant to the Escrow Agreement, such number of Escrow Shares as is equal to the quotient obtained by dividing: applicable (i) the amount by which Proposed Final Closing Statement (including the Final Net Debt is less (that is, more negativefinal amounts contained therein) than if the Estimated Net Debt (Shareholders’ Representative does not timely dispute such amount, the “Net Debt Adjustment Amount”), by (ii) the Per Share Price, rounded up to the nearest whole share, within five Business Days from when the Final Net Debt has become final, binding and non-appealable statement in accordance with Sections Section 1.3(c), (d) or (e); provided, however, that the Purchaser shall in no event be entitled to recover any Escrow Shares pursuant to this Section 1.3(gii) if the Final Net Debt is a positive number; Purchaser and provided, further, that if, as of the date that the Final Net Debt has become final, binding and non-appealable in accordance with Sections 1.3(c), (d) or (e), the Purchaser has not yet delivered the Initial Escrow Shares Shareholders’ Representative reach an agreement on any disputed items in accordance with Section 1.4(b1.3(d), then the Initial Escrow Shares to Proposed Final Closing Statement with such changes as may be delivered to agreed in writing by the Escrow Agent Purchaser and the Shareholders’ Representative, or (iii) if the Purchaser and the Shareholders’ Representative do not reach an agreement on any disputed items in accordance with Section 1.4(b1.3(d), the Final Closing Statement (including the final amounts contained therein) shall be reduced determined by such number the Accounting Referee after its resolution and determination of shares of Purchaser Common Stock as is equal to the quotient obtained by dividing (i) the Net Debt Adjustment Amountdisputed items reflected in its report, by (ii) the Per Share Price, rounded up to the nearest whole sharein accordance with Section 1.3(e).

Net Debt Adjustment. (a) No later than Within 10 Business Days prior to the Closing Dateafter Completion, the Company shall deliver Vendors will cause the Vendors’ Representative by written notice (Confirmation Statement) to the Purchaser a calculation of to either: (i) confirm that the estimated Net Debt of Statement delivered by the Company at and as of immediately prior to Vendors’ Representative in accordance with clause 7.1(a) was correct; (ii) advise that the Closing, which sets forth a good faith estimate Net Debt Statement delivered by the Vendors’ Representative in accordance with clause 7.1(a) was an understatement of the Net Debt as of such time (at the “Estimated Net Debt”).The Estimated Purchase Price Calculation Date and the amount by which the Net Debt calculation shall be prepared was understated; or (iii) advise that the Net Debt Statement delivered by the Company Vendors’ Representative in accordance with GAAP consistently applied. The Purchaser and its Representatives, including the Purchaser’s independent accountants, shall have access to all work papers clause 7.1(a) was an overstatement of the Company and its Representatives, including its independent accountants, relating to the Estimated Net Debt. If the Purchaser disputes the Estimated Net Debt (or any portion thereof) prior to as at the Closing, then the Purchaser Purchase Price Calculation Date and the Company shall negotiate in good faith to resolve any such dispute at or prior to amount by which the Closing. For avoidance of doubt, if the Estimated Net Debt is a positive number, then no Net Debt-related adjustment shall be made to the Purchaser Stock Considerationwas overstated. (b) As promptly as practicable, but no later than 90 days after If the Closing DatePurchaser disagrees with the Confirmation Statement and/or the Net Debt Statement, the Purchaser shall cause to be prepared and delivered to must within 10 Business Days after Purchaser’s receipt of the StockholdersConfirmation Statement advise the Vendors’ Representative a calculation of Representative, by written notice, that the Purchaser does not agree with the Confirmation Statement and/or the Net Debt Statement and the following: (i) the matters in respect of which the Company at and as of immediately prior to Purchaser disagrees; and (ii) the Closinggrounds on which the Purchaser disagrees, which shall set forth with the Purchaser’s good faith calculation of Confirmation Statement and/or the Net Debt as of such time (the “Final Net Debt”). The Final Net Debt calculation shall be prepared by the Purchaser or its Representatives in accordance with GAAP consistently appliedStatement. (c) If the StockholdersVendors’ Representative disagrees with does not receive a notice from the Purchaser in accordance with, and in the time specified in, clause 9.9(b), then: (i) each of the Vendors jointly and severally agree to pay, and will pay, any understatement of the Net Debt set out in the Confirmation Statement to the Purchaser’s calculation ; or (ii) the Purchaser must pay any overstatement of the Final Net Debt delivered pursuant set out in the Confirmation Statement to Section 1.3(b)the Vendors’ Representative, then the Stockholdersto be paid and allocated by Vendors’ Representative may, among the Vendors; within 45 days 15 Business Days after delivery of the Final Net Debt calculation, deliver a written statement (the “Statement of Objection”) to the Purchaser disagreeing with such calculation that: (i) specifies the Stockholders’ Representative’s calculation of the Final Net Debt, (ii) indicates each item or amount in the calculation of the Net Debt disputed by the Stockholders’ Representative, and (iii) sets forth in detail the Stockholders’ Representative’s grounds for disputing each individual item or amount in the Final Net Debt calculation. The Stockholders’ Representative may only deliver one Statement of Objection to the Purchaser, and the Stockholders’ Representative shall not raise any disagreements with the Final Net Debt calculation other than the disagreements set forth in the Statement of Objection, nor shall the Stockholders’ Representative assert any claims that the value of any item or amount is greater or less than the value claimed in the Statement of Objection. Failure by the Stockholders’ Representative to deliver a Statement of Objection within such 45 day period shall be deemed to constitute acceptance by the Stockholders’ Representative of the Purchaser’s calculation of the Final Net Debt, and shall be final and binding upon, and non-appealable by, the Purchaser, the Stockholders’ Representative and, for the avoidance of doubt, the StockholdersConfirmation Statement. (d) If a Statement matter of Objection shall be delivered disagreement is referred to an Expert in accordance with clause 9.10, then, after the Purchaser pursuant Expert makes a final decision with respect to Section 1.3(c), the Purchaser and the Stockholders’ Representative shall, during the 15 days following such delivery, use commercially reasonable, good faith efforts to reach agreement on the disputed items or amounts all matters in order to determine, as may be required, the amount dispute: (i) each of the Final Net Debt. If the Purchaser Vendors jointly and the Stockholders’ Representative are able severally agree to reach such agreement during such 15 day period, the Final Net Debt, with such changes as may have been previously agreed in writing by the Purchaser and the Stockholders’ Representative, shall be final and binding uponpay, and non-appealable bywill pay, the Purchaser, the Stockholders’ Representative and, for the avoidance of doubt, the Stockholders. (e) If the Purchaser and the Stockholders’ Representative are unable to reach such agreement during such 15 day period, they shall promptly jointly retain a firm of independent accountants of internationally recognized standing reasonably satisfactory to the Stockholders’ Representative and the Purchaser (who shall not have any material relationship with the Stockholders’ Representative or the Purchaser) (the “Accounting Referee”) and cause the Accounting Referee promptly to review this Agreement and such disputed amounts. The Accounting Referee shall be instructed to resolve such disputes within 60 days of retention understatement of the Accounting Referee. The Accounting Referee shall address only those matters in dispute and may not allow 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 Accounting Referee shall deliver to the Purchaser and the Stockholders’ Representative, Net Debt as promptly as practicable, a report setting forth such calculation. Such report shall be final and binding upon, and non-appealable by, the Purchaser, the Stockholders’ Representative and, for the avoidance of doubt, the Stockholders. The cost of such review and report shall be borne by the Purchaser, on the one hand, and the Stockholders (payable by the Stockholders’ Representative on their behalf), on the other, in inverse proportion as the Purchaser and the Stockholders’ Representative (on behalf of the Stockholders), respectively, may prevail on the matters resolved by the Accounting Referee, which proportionate allocation shall also be determined by the Accounting Referee and be included in the Accounting Referee report.Expert; or (f) The Purchaser and the Stockholders’ Representative agree that they will, and agree to cause their respective independent accountants to, cooperate and assist in the preparation of the calculation of the Final Net Debt, including making available, to the extent necessary, books, records, work papers and personnel. (g) If the Final Net Debt is less (that is, more negative) than the Estimated Net Debt, the Purchaser shall be entitled to recover, pursuant to the Escrow Agreement, such number of Escrow Shares as is equal to the quotient obtained by dividing: (i) the amount by which the Final Net Debt is less (that is, more negative) than the Estimated Net Debt (such amount, the “Net Debt Adjustment Amount”), by (ii) the Per Share Price, rounded up Purchaser must pay any overstatement of the Net Debt as determined by the Expert to the nearest whole shareVendors’ Representative, to be paid and allocated by Vendors’ Representative among the Vendors, within five 15 Business Days from when after the Final Net Debt has become final, binding and non-appealable Expert issues a final written decision in accordance with Sections 1.3(cclause 9.10(g), (d) or (e); provided, however, that the Purchaser shall in no event be entitled to recover any Escrow Shares pursuant to this Section 1.3(g) if the Final Net Debt is a positive number; and provided, further, that if, as of the date that the Final Net Debt has become final, binding and non-appealable in accordance with Sections 1.3(c), (d) or (e), the Purchaser has not yet delivered the Initial Escrow Shares in accordance with Section 1.4(b), then the Initial Escrow Shares to be delivered to the Escrow Agent in accordance with Section 1.4(b) shall be reduced by such number of shares of Purchaser Common Stock as is equal to the quotient obtained by dividing (i) the Net Debt Adjustment Amount, by (ii) the Per Share Price, rounded up to the nearest whole share.

Net Debt Adjustment. (a) No later than 10 five (5) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser a calculation of the estimated Net Debt of the Company at and as of immediately prior to the Closing, which sets forth a good faith estimate of the Net Debt as of such time (the “Estimated Net Debt”).The Debt”). The Estimated Net Debt calculation shall be prepared by the Company in accordance with GAAP consistently appliedapplied and in accordance with the preparation of the Company Financial Statements. The Purchaser and its Representatives, including the Purchaser’s independent accountants, shall have access to all work papers of the Company and its Representatives, including its independent accountants, relating to the Estimated Net Debt. If the Purchaser disputes the Estimated Net Debt (or any portion thereof) prior to the Closing, then the Purchaser and the Company shall negotiate in good faith to resolve any such dispute at or prior to the Closing. If the Estimated Net Debt is a negative number, the absolute value of the difference between zero and the Estimated Net Debt as reflected, if any, shall be referred to herein as the “Excess Net Debt.” For avoidance of doubt, if the Estimated Net Debt is a positive number, then no Net Debt-related adjustment shall be made to the Purchaser Stock Closing Consideration. (b) As promptly as practicable, but no later than 90 days after the Closing Date, the Purchaser shall cause to be prepared and delivered to the Stockholders’ Representative a calculation of the Net Debt of the Company at and as of immediately prior to the Closing, which shall set forth the Purchaser’s good faith calculation of the Net Debt as of such time (the “Final Net Debt”). The Final Net Debt calculation shall be prepared by the Purchaser or its Representatives in accordance with GAAP consistently appliedapplied and in accordance with the preparation of the Company Financial Statements. (c) If the Stockholders’ Representative disagrees with the Purchaser’s calculation of the Final Net Debt delivered pursuant to Section 1.3(b1.6(b), then the Stockholders’ Representative may, within 45 days after delivery of the Final Net Debt calculation, deliver a written statement (the “Statement of Objection”) to the Purchaser disagreeing with such calculation that: (i) specifies the Stockholders’ Representative’s calculation of the Final Net Debt, (ii) indicates each item or amount in the calculation of the Net Debt disputed by the Stockholders’ Representative, and (iii) sets forth in detail the Stockholders’ Representative’s grounds for disputing each individual item or amount in the Final Net Debt calculation. The Stockholders’ Representative may only deliver one Statement of Objection to the Purchaser, and the Stockholders’ Representative shall not raise any disagreements with the Final Net Debt calculation other than the disagreements set forth in the Statement of Objection, nor shall the Stockholders’ Representative assert any claims that the value of any item or amount is greater or less than the value claimed in the Statement of Objection. Failure by the Stockholders’ Representative to deliver a Statement of Objection within such 45 day period shall be deemed to constitute acceptance by the Stockholders’ Representative of the Purchaser’s calculation of the Final Net Debt, and shall be final and binding upon, and non-appealable by, the Purchaser, the Stockholders’ Representative and, for the avoidance of doubt, the Stockholders. (d) If a Statement of Objection shall be delivered to the Purchaser pursuant to Section 1.3(c1.6(c), the Purchaser and the Stockholders’ Representative shall, during the 15 days following such delivery, use commercially reasonable, good faith efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of the Final Net Debt. If the Purchaser and the Stockholders’ Representative are able to reach such agreement during such 15 day period, the Final Net Debt, with such changes as may have been previously agreed in writing by the Purchaser and the Stockholders’ Representative, shall be final and binding upon, and non-appealable by, the Purchaser, the Stockholders’ Representative and, for the avoidance of doubt, the Stockholders. (e) If the Purchaser and the Stockholders’ Representative are unable to reach such agreement during such 15 day period, they shall promptly and jointly retain a firm of independent accountants of internationally recognized standing reasonably satisfactory to the Stockholders’ Representative and the Purchaser (who shall not have any material relationship with the Stockholders’ Representative or the Purchaser) (the “Accounting Referee”) and cause the Accounting Referee promptly to review this Agreement and such disputed amounts. The Accounting Referee shall be instructed to resolve such disputes within 60 45 days of retention of the Accounting Referee. The Accounting Referee shall address only those matters in dispute and may not allow 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 Accounting Referee shall deliver to the Purchaser and the Stockholders’ Representative, as promptly as practicablepracticable but in no event later than 45 days after retention of the Accounting Referee, a report setting forth such calculation. Such report shall be final and binding upon, and non-appealable by, the Purchaser, the Stockholders’ Representative and, for the avoidance of doubt, the Stockholders. The cost of such review and report shall be borne by the Purchaser, on the one hand, and the Stockholders (payable by the Stockholders’ Representative on their behalf, with pro rata contribution by the Stockholders based upon their Consideration Percentage), on the other, in inverse proportion as the Purchaser and the Stockholders’ Representative (on behalf of the Stockholders), respectively, may prevail on the matters resolved by the Accounting Referee, which proportionate allocation shall also be determined by the Accounting Referee and be included in the Accounting Referee report. (f) The Purchaser and the Stockholders’ Representative agree that they will, and agree to cause their respective independent accountants to, cooperate and assist in the preparation of the calculation of the Final Net Debt, including making available, to the extent necessary, books, records, work papers and personnel. (g) If the Final Net Debt is less (that is, more negativein the negative direction) than the Estimated Net Debt, the Purchaser shall be entitled to recover, pursuant to the Escrow Agreement, such number of the Escrow Shares as is equal to the product obtained by multiplying: (i) the quotient obtained by dividing: (iA) the amount by which the Final Net Debt is less (that is, more negativein the negative direction) than the Estimated Net Debt (such amount, the “Net Debt Adjustment Amount”)) by (B) the Closing Per Share Price, by (ii) the Per Share Price, rounded up to the nearest whole shareProration Factor, within five (5) Business Days from when the Final Net Debt has become final, binding and non-appealable in accordance with Sections 1.3(cSection 1.6(c), (d) or (e); provided, however, that the Purchaser shall in no event be entitled to recover any of the Escrow Shares pursuant to this Section 1.3(g1.6(g) if the Final Net Debt is a positive number; and provided, further, that if, as of the date that number or if the Final Net Debt has become finalis a number greater (that is, binding and non-appealable less in accordance with Sections 1.3(c), (dthe negative direction) or (e), than the Purchaser has not yet delivered the Initial Escrow Shares in accordance with Section 1.4(b), then the Initial Escrow Shares to be delivered to the Escrow Agent in accordance with Section 1.4(b) shall be reduced by such number of shares of Purchaser Common Stock as is equal to the quotient obtained by dividing (i) the Estimated Net Debt Adjustment Amount, by (ii) the Per Share Price, rounded up to the nearest whole shareDebt.

Net Debt Adjustment. (a) No later than 10 five (5) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser a calculation of the estimated Net Debt of the Company at and as of immediately prior to the Closing, which sets forth a good faith estimate of the Net Debt as of such time (the “Estimated Net Debt”).The Debt”). The Estimated Net Debt calculation shall be prepared by the Company in accordance with GAAP past practices consistently applied. The Purchaser and its Representatives, including the Purchaser’s independent accountants, shall have access to all work papers of the Company and its Representatives, including its independent accountants, relating to the Estimated Net Debt. If the Purchaser disputes the Estimated Net Debt (or any portion thereof) prior to the Closing, then the Purchaser and the Company shall negotiate in good faith to resolve any such dispute at or prior to the Closing. For avoidance of doubt, if the Estimated Net Debt is a positive number, then no Net Debt-related adjustment shall be made to the Purchaser Stock Consideration. (b) As promptly as practicable, but no later than 90 75 days after the Closing Date, the Purchaser shall cause to be prepared and delivered to the StockholdersMembers’ Representative a calculation of the Net Debt of the Company at and as of immediately prior to the Closing, which shall set forth the Purchaser’s good faith calculation of the Net Debt as of such time (the “Final Net Debt”). The Final Net Debt calculation shall be prepared by the Purchaser or its Representatives in accordance with GAAP the Company’s past practices consistently applied. (c) If the StockholdersMembers’ Representative disagrees with the Purchaser’s calculation of the Final Net Debt delivered pursuant to Section 1.3(b), then the StockholdersMembers’ Representative may, within 45 days after delivery of the Final Net Debt calculation, deliver a written statement (the “Statement of Objection”) to the Purchaser disagreeing with such calculation that: (i) specifies the StockholdersMembers’ Representative’s calculation of the Final Net Debt, (ii) indicates each item or amount in the calculation of the Net Debt disputed by the StockholdersMembers’ Representative, and (iii) sets forth in detail the StockholdersMembers’ Representative’s grounds for disputing each individual item or amount in the Final Net Debt calculation. The StockholdersMembers’ Representative may only deliver one Statement of Objection to the Purchaser, and the StockholdersMembers’ Representative shall not raise any disagreements with the Final Net Debt calculation other than the disagreements set forth in the Statement of Objection, nor shall the StockholdersMembers’ Representative assert any claims that the value of any item or amount is greater or less than the value claimed in the Statement of Objection. Failure by the StockholdersMembers’ Representative to deliver a Statement of Objection within such 45 day period shall be deemed to constitute acceptance by the StockholdersMembers’ Representative of the Purchaser’s calculation of the Final Net Debt, and shall be final and binding upon, and non-appealable by, the Purchaser, the StockholdersMembers’ Representative and, for the avoidance of doubt, the StockholdersMembers. (d) If a Statement of Objection shall be delivered to the Purchaser pursuant to Section 1.3(c), the Purchaser and the StockholdersMembers’ Representative shall, during the 15 days following such delivery, use commercially reasonable, good faith efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of the Final Net Debt. If the Purchaser and the StockholdersMembers’ Representative are able to reach such agreement during such 15 day period, the Final Net Debt, with such changes as may have been previously agreed in writing by the Purchaser and the StockholdersMembers’ Representative, shall be final and binding upon, and non-appealable by, the Purchaser, the StockholdersMembers’ Representative and, for the avoidance of doubt, the StockholdersMembers. (e) If the Purchaser and the StockholdersMembers’ Representative are unable to reach such agreement during such 15 day period, they shall promptly jointly retain a firm of independent accountants of internationally recognized standing reasonably satisfactory to the StockholdersMembers’ Representative and the Purchaser (who shall not have any material relationship with the StockholdersMembers’ Representative or the Purchaser) (the “Accounting Referee”) and cause the Accounting Referee promptly to review this Agreement and such disputed amounts. The Accounting Referee shall be instructed to resolve such disputes within 60 days of retention of the Accounting Referee. The Accounting Referee shall address only those matters in dispute and may not allow 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 Accounting Referee shall deliver to the Purchaser and the StockholdersMembers’ Representative, as promptly as practicable, a report setting forth such calculation. Such report shall be final and binding upon, and non-appealable by, the Purchaser, the StockholdersMembers’ Representative and, for the avoidance of doubt, the StockholdersMembers. The cost of such review and report shall be borne by the Purchaser, on the one hand, and the Stockholders Members (payable by the StockholdersMembers’ Representative on their behalf), on the other, in inverse proportion as the Purchaser and the StockholdersMembers’ Representative (on behalf of the StockholdersMembers), respectively, may prevail on the matters resolved by the Accounting Referee, which proportionate allocation shall also be determined by the Accounting Referee and be included in the Accounting Referee report. (f) The Purchaser and the StockholdersMembers’ Representative agree that they will, and agree to cause their respective independent accountants to, cooperate and assist in the preparation of the calculation of the Final Net Debt, including making available, to the extent necessary, books, records, work papers and personnel. (g) If the Final Net Debt is less (that is, more negative) than the Estimated Net Debt, the Purchaser shall be entitled to recover, pursuant to the Escrow Agreement, such number of Escrow Shares as is equal to the quotient obtained by dividing: (i) the amount by which the Final Net Debt is less (that is, more negative) than the Estimated Net Debt (such amount, the “Net Debt Adjustment Amount”), by (ii) the Per Share Price, rounded up to the nearest whole share, within five Business Days from when the Final Net Debt has become final, binding and non-appealable in accordance with Sections 1.3(c), (d) or (e); provided, however, that the Purchaser shall in no event be entitled to recover any Escrow Shares pursuant to this Section 1.3(g) if the Final Net Debt is a positive number; and provided, further, that if, as of the date that the Final Net Debt has become final, binding and non-appealable in accordance with Sections 1.3(c), (d) or (e), the Purchaser has not yet delivered the Initial Escrow Shares in accordance with Section 1.4(b), then the Initial Escrow Shares to be delivered to the Escrow Agent in accordance with Section 1.4(b) shall be reduced by such number of shares of Purchaser Common Stock as is equal to the quotient obtained by dividing (i) the Net Debt Adjustment Amount, by (ii) the Per Share Price, rounded up to the nearest whole share.