Common use of Net Working Capital Adjustment Clause in Contracts

Net Working Capital Adjustment. (a) Within 60 days after the Closing, Acquirer shall prepare the calculation of Company Net Working Capital (the “NWC Calculations”) by delivering to the Stockholders’ Agent a notice (the “Acquirer NWC Notice”) setting forth Acquirer’s calculation of Company Net Working Capital and the amount by which Company Net Working Capital as calculated by Acquirer is less than or more than Company Net Working Capital as set forth in the Company Closing Financial Certificate, in each case together with supporting documentation, information and calculations. Any matters not expressly set forth in the Acquirer NWC Notice shall be deemed to have been accepted by Acquirer, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in dispute. (b) The Stockholders’ Agent may object to the calculation of Company Net Working Capital set forth in the Acquirer NWC Notice by providing written notice of such objection to Acquirer within 30 days after Acquirer’s delivery of the Acquirer NWC Notice (the “Notice of Objection”), together with supporting documentation, information and calculations. Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Stockholders’ Agent on behalf of the Converting Holders, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in dispute. (c) If the Stockholders’ Agent timely provides the Notice of Objection, then Acquirer and the Stockholders’ Agent shall confer in good faith for a period of up to ten Business Days following Acquirer’s timely receipt of the Notice of Objection in an attempt to resolve any disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and binding on the parties hereto and the Converting Holders. (d) If, after the ten Business Day period set forth in Section 1.6(c), Acquirer and the Stockholders’ Agent cannot resolve any matter set forth in the Notice of Objection, then Acquirer and the Stockholders’ Agent shall engage a nationally or regionally recognized independent accounting firm acceptable to both Acquirer and the Stockholders’ Agent, with which neither has an existing relationship (the “Independent Accountant”) to review only the matters in the Notice of Objection that are still disputed by Acquirer and the Stockholders’ Agent and the NWC Calculations to the extent relevant thereto. After such review and a review of the Company’s relevant books and records, the Independent Accountant shall promptly (and in any event within 60 days following its engagement) determine the resolution of such remaining disputed matters, which determination shall be final and binding on the parties hereto and the Converting Holders, and the Independent Accountant shall provide Acquirer and the Stockholders’ Agent with a calculation of Company Net Working Capital in accordance with such determination. (e) In the event that Acquirer and Stockholders’ Agent submit any unresolved objections with respect to the Company Net Working Capital to the Independent Accountant for resolution as provided in Section 1.6(d), Acquirer and the Stockholders’ Agent (on behalf of the Converting Holders) shall each pay their own fees and expenses. The costs and charges of the Independent Accountant will be allocated between the parties based on the inverse of the percentage its determination (before such allocation) bears to the aggregate amount of the items in dispute as originally submitted to the Independent Accountant. By way of illustration and not limitation, assuming the items in dispute total an amount equal to $1,000 and the Independent Accountant awards $600 in favor of the Stockholders’ Agent’s position, 60% of the costs of its review would be borne by Acquirer and 40% of such costs would be borne by the Converting Holders. (f) In the event the Company Net Working Capital as finally determined pursuant to Section 1.6, as the case may be (the “Closing Net Working Capital”) is less than the Company Net Working Capital calculated in the Company Closing Financial Certificate, the Converting Holders shall severally but not jointly, based on their respective Pro Rata Share, indemnify and hold harmless Acquirer, without any objection by the Stockholders’ Agent, for the amount that the Closing Net Working Capital is less than the Company Net Working Capital calculated in the Company Closing Financial Certificate and Acquirer shall be entitled recover such amount from the Holdback Fund, and then to the extent any amount still remains, from the Converting Holders in accordance with their Pro Rata Share of such final remainder. (g) Acquirer’s right to indemnification pursuant to this Section 1.6 will not be subject to any of the limitations set forth in Article VI. Any payments made pursuant to this Section 1.6 shall be treated as adjustments to the Total Merger Consideration for all Tax purposes to the maximum extent permitted under Applicable Law.

Net Working Capital Adjustment. (a) Within 60 days after Part 1.6(a) of the Closing, Acquirer shall prepare the Disclosure Letter sets forth an example calculation of Company Net Working Capital (the “NWC Calculations”) by delivering to the Stockholders’ Agent a notice (the “Acquirer NWC Notice”) setting forth Acquirer’s calculation of Company Net Working Capital and the amount by which Company Net Working Capital as calculated by Acquirer is less than or more than Company Net Working Capital as set forth in of June 29, 2013, including the Company Closing Financial Certificate, in each case together with supporting documentation, information and calculationscomponents thereof. Any matters not expressly set forth in the Acquirer NWC Notice shall be deemed to have been accepted amount by Acquirer, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in dispute. (b) The Stockholders’ Agent may object to the calculation of Company Net Working Capital set forth in the Acquirer NWC Notice by providing written notice of such objection to Acquirer within 30 days after Acquirer’s delivery of the Acquirer NWC Notice (the “Notice of Objection”), together with supporting documentation, information and calculations. Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Stockholders’ Agent on behalf of the Converting Holders, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in dispute. (c) If the Stockholders’ Agent timely provides the Notice of Objection, then Acquirer and the Stockholders’ Agent shall confer in good faith for a period of up to ten Business Days following Acquirer’s timely receipt of the Notice of Objection in an attempt to resolve any disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and binding on the parties hereto and the Converting Holders. (d) If, after the ten Business Day period set forth in Section 1.6(c), Acquirer and the Stockholders’ Agent cannot resolve any matter set forth in the Notice of Objection, then Acquirer and the Stockholders’ Agent shall engage a nationally or regionally recognized independent accounting firm acceptable to both Acquirer and the Stockholders’ Agent, with which neither has an existing relationship (the “Independent Accountant”) to review only the matters in the Notice of Objection that are still disputed by Acquirer and the Stockholders’ Agent and the NWC Calculations to the extent relevant thereto. After such review and a review of the Company’s relevant books and records, the Independent Accountant shall promptly (and in any event within 60 days following its engagement) determine the resolution of such remaining disputed matters, which determination shall be final and binding on the parties hereto and the Converting Holders, and the Independent Accountant shall provide Acquirer and the Stockholders’ Agent with a calculation of Company Net Working Capital in accordance with such determination. (e) In the event that Acquirer and Stockholders’ Agent submit any unresolved objections with respect to the Company Net Working Capital to the Independent Accountant for resolution as provided in Section 1.6(d), Acquirer and the Stockholders’ Agent (on behalf of the Converting Holders) shall each pay their own fees and expenses. The costs and charges of the Independent Accountant will be allocated between the parties based on the inverse of the percentage its determination (before such allocation) bears to the aggregate amount of the items in dispute as originally submitted to the Independent Accountant. By way of illustration and not limitation, assuming the items in dispute total an amount equal to $1,000 and the Independent Accountant awards $600 in favor of the Stockholders’ Agent’s position, 60% of the costs of its review would be borne by Acquirer and 40% of such costs would be borne by the Converting Holders. (f) In the event the Company Net Working Capital as finally determined pursuant to Section 1.6, as the case may be (the “Closing Net Working Capital”) is less than the Company Net Working Capital calculated in the Company Closing Financial Certificate, the Converting Holders shall severally but not jointly, based on their respective Pro Rata Share, indemnify and hold harmless Acquirer, without any objection by the Stockholders’ Agent, for the amount that the Closing Date Net Working Capital is less than the Company Net Working Capital Target will reduce the Purchase Price, and any amount by which the Closing Date Net Working Capital is greater than the Net Working Capital Target will increase the Purchase Price. (b) Within 70 calendar days of the Closing Date, the Seller shall prepare and deliver to the Purchaser a statement setting forth the calculation of the Net Working Capital as of immediately before the Closing, including the components thereof, as calculated on a basis consistent with Part 1.6(a) of the Disclosure Letter (the “Closing Date Net Working Capital”). (c) The Purchaser will notify the Seller in writing of any objections to the Seller’s computation of Closing Date Net Working Capital within 15 calendar days after the Purchaser receives the statement of Closing Date Net Working Capital. If the Purchaser does not notify the Seller of any such objections by the end of that 15-day period, then the Closing Date Net Working Capital will be considered final at the end of the last day of that 15-day period. If the Purchaser does notify the Seller of any such objections by the end of that 15-day period and the Purchaser and the Seller are unable to resolve their differences within 15 calendar days thereafter, then the Purchaser and the Seller will instruct their respective accountants to use commercially reasonable efforts to resolve such disputed items to their mutual satisfaction and to deliver a final Closing Date Net Working Capital to the Purchaser and the Seller as soon as reasonably possible. If the Purchaser’s accountants and the Seller’s accountants are unable to resolve any such disputed items within 15 calendar days after receiving such instructions, then the remaining disputed items and the value attributable to them by each of the Purchaser and the Seller will be submitted to a nationally recognized accounting firm mutually agreed by the Purchaser and the Seller (the “Accounting Arbiter”) for resolution, and the Accounting Arbiter will be instructed to determine the final Closing Date Net Working Capital to the Purchaser and the Seller as soon as possible. The Accounting Arbiter will consider only those items and amounts in the Company Purchaser’s and the Seller’s respective calculations of the Closing Date Net Working Capital that are identified as being items and amounts to which the Purchaser and the Seller have been unable to agree. In resolving any disputed item, the Accounting Arbiter may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Accounting Arbiter’s determination of the Closing Date Net Working Capital will be based solely on the Audited Financial Certificate Statements and Acquirer the written materials submitted by the Purchaser and the Seller (i.e., not on independent review) and on the definition of Net Working Capital included herein. The determination of the Accounting Arbiter will be final, conclusive and binding upon the parties hereto. Neither the Purchaser nor the Seller will have any right to, and will not, institute any Proceeding challenging such determination or with respect to the matters that are the subject of this Section 1.6, except that the foregoing will not preclude a Proceeding to enforce such determination. If the Accounting Arbiter’s determination of Closing Date Net Working Capital is closer to the value initially asserted by the Purchaser to the Accounting Arbiter, then the Seller will pay the costs of the Accounting Arbiter. If the Accounting Arbiter’s determination of Closing Date Net Working Capital is closer to the value initially asserted by the Seller to the Accounting Arbiter, then the Purchaser will pay the costs of the Accounting Arbiter. Each of the Seller and the Purchaser and their respective Affiliates will cooperate with and assist the Accounting Arbiter to determine the final Closing Date Net Working Capital, including by making available and granting reasonable access to records and employees. The terms of engagement of the Accounting Arbiter for the purposes of this Section 1.6(c) shall be entitled recover such reasonable commercial terms as shall be agreed between the Seller and the Purchaser consistently with the provisions of this Section 1.6. If the Seller and the Purchaser fail to agree on terms of engagement for the Accounting Arbiter within 5 calendar days, the Seller and the Purchaser agree that each of them will execute the standard form of the Accounting Arbiter’s terms of engagement as proposed by the Accounting Arbiter for its appointment. (d) Within five (5) business days after the final determination of the Closing Date Net Working Capital in accordance with this Section 1.6: (i) if the Closing Date Net Working Capital is greater than the Net Working Capital Target, the Purchaser will cause (X) the amount by which the Closing Date Net Working Capital exceeds the Net Working Capital Target plus (Y) the entire Working Capital Holdback Fund to be paid to the Seller by wire transfer of immediately available funds to an account designated by the Seller; and (ii) if the Closing Date Net Working Capital is less than the Net Working Capital Target: (A) the Purchaser shall retain from the Working Capital Holdback Fund the amount by which the Net Working Capital Target exceeds the Closing Date Net Working Capital (the “Shortfall”), (B) if the amount of the Shortfall is less than the Working Capital Holdback Fund, and then the Purchaser shall cause the amount by which the Working Capital Holdback Fund exceeds the Shortfall to be paid to the extent any Seller by wire transfer of immediately available funds to an account designated by the Seller, and (C) if the amount still remains, from the Converting Holders in accordance with their Pro Rata Share of such final remainder. (g) Acquirer’s right to indemnification pursuant to this Section 1.6 will not be subject to any of the limitations set forth in Article VI. Any payments made pursuant to this Section 1.6 shall be treated as adjustments Shortfall exceeds the amount of the Working Capital Holdback Fund, the Seller will pay to the Total Merger Consideration for all Tax purposes Purchaser the amount of the Shortfall that is in excess of the Working Capital Holdback Fund by wire transfer of immediately available funds to an account designed by the maximum extent permitted under Applicable LawPurchaser.

Net Working Capital Adjustment. (a) Within 60 days after The consummation of the Closing, Acquirer shall prepare the calculation of Company Net Working Capital (the “NWC Calculations”) by delivering to the Stockholders’ Agent a notice (the “Acquirer NWC Notice”) setting forth Acquirer’s calculation of Company Net Working Capital and the amount by which Company Transaction assumes that Net Working Capital as calculated of 11:59 p.m. (New York time) on the Closing Date will be between $12,375,000 and $13,125,000. The Purchase Price shall be adjusted upward or downward, on a dollar-for-dollar basis, by Acquirer is less than or more than Company the amount that the Final Net Working Capital as set forth in the Company Closing Financial Certificate, in each case together with supporting documentation, information and calculations. Any matters not expressly set forth in the Acquirer NWC Notice shall be deemed to have been accepted by Acquirer, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in disputeAmount is greater than $13,125,000 or less than $12,375,000. (b) The Stockholders’ Agent may object Not later than 45 days following the Closing Date, Buyer shall prepare and submit to Seller a balance sheet of the Acquired Companies as of the Closing Date and a statement setting forth, in reasonable detail, the calculation of Company the Net Working Capital set forth in as of 11:59 p.m. (New York time) on the Acquirer NWC Notice by providing written notice of such objection to Acquirer within 30 days after Acquirer’s delivery of the Acquirer NWC Notice Closing Date (the “Notice of ObjectionProposed Final Net Working Capital Amount”), together with supporting documentation, information and calculations. Any matters not expressly set forth in In the Notice of Objection shall be deemed to have been accepted by event that Seller disputes the Stockholders’ Agent on behalf correctness of the Converting HoldersProposed Final Net Working Capital Amount, except for such other matters contained Seller shall notify Buyer in the NWC Calculations that are affected by the ultimate resolution writing of the matters in dispute. (c) If the Stockholders’ Agent timely provides the Notice of Objection, then Acquirer and the Stockholders’ Agent shall confer in good faith for a period of up to ten Business Days following Acquirer’s timely its objections within 20 days after receipt of the Notice statement setting forth the calculation of Objection in an attempt to resolve any disputed matter the Proposed Final Net Working Capital Amount and shall set forth in the Notice of Objectionforth, and any resolution by them shall be in writing and shall in reasonable detail, each of the reasons for Seller’s objections, it being understood that if Seller does not dispute a component of the Proposed Final Net Working Capital Amount in its notice of objection, then that component will be final and binding on the parties hereto and the Converting Holders. (d) If, after the ten Parties. If Seller fails to deliver such notice of objections within such 20 Business Day period set period, then Seller shall be deemed to have accepted the statement setting forth the calculation of the Proposed Final Net Working Capital Amount. Buyer and Seller shall endeavor in Section 1.6(c), Acquirer and the Stockholders’ Agent cannot good faith to resolve any matter set forth in disputed matters within 20 days after Buyer’s receipt of Seller’s notice of objections. If Buyer and Seller are unable to so resolve the Notice of Objectiondisputed matters, then Acquirer Buyer and the Stockholders’ Agent Seller shall engage select a nationally or regionally recognized known independent accounting firm reasonably acceptable to both Acquirer and each Party (which firm shall not then be providing any material services to Buyer, either of the Stockholders’ AgentAcquired Companies, with which neither has an existing relationship Seller or any of their respective Affiliates) (the “Working Capital Independent Accountant”) to review only resolve the matters in the Notice of Objection that are still disputed by Acquirer and the Stockholders’ Agent and the NWC Calculations to the extent relevant thereto. After such review and dispute (in a review of the Company’s relevant books and records, the Independent Accountant shall promptly (and in any event within 60 days following its engagementmanner consistent with Schedule 2.3(a)) determine the resolution of such remaining disputed matters, which determination shall be final and binding on the parties hereto and the Converting Holders, and the Independent Accountant shall provide Acquirer and the Stockholders’ Agent with a calculation of Company Net Working Capital in accordance with such determination. (e) In the event that Acquirer and Stockholders’ Agent submit any unresolved objections with respect to the Company Net Working Capital to the Independent Accountant for resolution as provided in Section 1.6(d), Acquirer and the Stockholders’ Agent (on behalf of the Converting Holders) shall each pay their own fees and expenses. The costs and charges of the Independent Accountant will be allocated between the parties based on the inverse of the percentage its determination (before such allocation) bears to the aggregate amount of the items in dispute as originally submitted to the Independent Accountant. By way of illustration and not limitation, assuming the items in dispute total an amount equal to $1,000 and the Independent Accountant awards $600 in favor of the Stockholders’ Agent’s position, 60% of the costs of its review would be borne by Acquirer and 40% of such costs would be borne by the Converting Holders. (f) In the event the Company Net Working Capital as finally determined pursuant to Section 1.6, as the case may be (the “Closing Net Working Capital”) is less than the Company Net Working Capital calculated in the Company Closing Financial Certificate, the Converting Holders shall severally but not jointly, based on their respective Pro Rata Share, indemnify and hold harmless Acquirer, without any objection by the Stockholders’ Agent, for the amount that the Closing Net Working Capital is less than the Company Net Working Capital calculated in the Company Closing Financial Certificate and Acquirer shall be entitled recover such amount from the Holdback Fund, and then to the extent any amount still remains, from the Converting Holders in accordance with their Pro Rata Share of such final remainder. (g) Acquirer’s right to indemnification pursuant to this Section 1.6 will not be subject to any of the limitations set forth in Article VI. Any payments made pursuant to this Section 1.6 shall be treated as adjustments to the Total Merger Consideration for all Tax purposes to the maximum extent permitted under Applicable Law.and

Net Working Capital Adjustment. (a) Within 60 One hundred twenty (120) days after the ClosingClosing Date, Acquirer shall prepare the calculation of Company Net Working Capital (the “NWC Calculations”) by delivering Seller will deliver to the Stockholders’ Agent Buyer a notice (the “Acquirer NWC Notice”) statement, prepared in accordance with GAAP, setting forth Acquirer’s calculation of Company Net Working Capital the Accounts Receivable, the Accounts Payables and the amount by which Company Accrued Liabilities, and Net Working Capital as calculated by Acquirer is less than or more than Company Net Working Capital as set forth in of the Company Closing Financial CertificateDate (the “Closing Statement”), in each case together with supporting documentation, information and calculations. Any matters not expressly set forth in the Acquirer NWC Notice Purchase Price shall be deemed to have been accepted by Acquirer, except for such other matters contained recalculated as provided in the NWC Calculations that are affected by the ultimate resolution of the matters in disputeSection 4.4(b). (b) The Stockholders’ Agent may object to Based on the calculation of Company Net Working Capital entries set forth in the Acquirer NWC Notice by providing written notice of such objection to Acquirer within 30 days after Acquirer’s delivery of Closing Statement, the Acquirer NWC Notice following adjustments (the “Notice of ObjectionPost-Closing Adjustment”), together with supporting documentation, information and calculations. Any matters not expressly set forth in the Notice of Objection ) shall be deemed made: (i) If the Net Working Capital is greater than the Net Working Capital Target Upper Limit, then the Purchase Price shall be increased by an amount equal to have been accepted the difference and Buyer shall pay Seller in cash an amount equal to such difference. (ii) If the Net Working Capital is less than the Net Working Capital Target Lower Limit, then the Purchase Price shall be reduced by an amount equal to the Stockholders’ Agent on behalf of difference and the Converting Holders, except for Seller Parties shall pay Buyer in cash an amount equal to such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in disputedifference. (c) If the Stockholders’ Agent timely provides Buyer disputes any entry in the Closing Statement relevant to the calculation of the Post-Closing Adjustment, the Buyer shall deliver to Seller a written notice within fifteen (15) days after receipt of the Closing Statement (the “Objection Period”) specifying any changes Buyer proposes to the Closing Statement (a “Notice of ObjectionDisagreement”). If a Notice of Disagreement is timely delivered by Buyer, then Acquirer Seller and Buyer shall, during the Stockholders’ Agent shall confer in good faith for a fifteen (15) day period of up to ten Business Days immediately following Acquirer’s timely receipt delivery of the Notice of Objection Disagreement, seek in an attempt good faith to resolve any disputed matter set forth differences they may have with respect to the matters specified in the Notice of ObjectionDisagreement. If such dispute is not resolved to the mutual satisfaction of Buyer and Seller within such fifteen (15) day period, each of Seller and any resolution by them Buyer shall have the right to require that such dispute be submitted to an independent certified public accounting firm as Seller and Buyer shall then agree in writing and shall be final and binding on the parties hereto and the Converting Holders. (d) If, after the ten Business Day period set forth in Section 1.6(c), Acquirer and the Stockholders’ Agent cannot resolve any matter set forth in the Notice of Objection, then Acquirer and the Stockholders’ Agent shall engage a nationally or regionally recognized independent accounting firm acceptable to both Acquirer and the Stockholders’ Agent, with which neither has an existing relationship (the “Independent Accountant”) ). Buyer and Seller will give the Independent Accountant access to the books and records, as well as any accounting work papers or other schedules relating to the Closing Statement and the Notice of Disagreement, and such other relevant information reasonably requested by the Independent Accountant. The Independent Accountant will promptly review only the matters unresolved disputed items in the Notice of Objection that are still disputed by Acquirer Disagreement with respect to each such specific item and amount in accordance with the definitions herein and the Stockholders’ Agent accounting principles and the NWC Calculations practices referred to the extent relevant thereto. After such review and a review of the Company’s relevant books and recordstherein; provided that, the Independent Accountant shall promptly (and in not assign a value to any event within 60 days following its engagement) determine item greater than the resolution greatest value for such item, or lower than the lowest value of such remaining disputed mattersitem, which determination shall be final and binding on claimed in the parties hereto Closing Statement and the Converting Holders, and Notice of Disagreement submitted to the Independent Accountant pursuant hereto. The Independent Accountant shall provide Acquirer determine the manner in which any fees and expenses shall be allocated between the Parties (or paid in full by one Party) based upon the size of the difference, if any, between the Post-Closing Adjustment and the Stockholders’ Agent with a calculation amount of Company Net Working Capital the adjustment to the Purchase Price made pursuant to Section 4.4(b). The Independent Accountant shall resolve the computation or verification of the disputed Closing Statement entries in accordance with such determination. (e) In the event that Acquirer provisions of this Agreement, and Stockholders’ Agent submit otherwise where applicable in accordance with GAAP. If any unresolved objections with respect to the Company Net Working Capital matters have been submitted to the Independent Accountant for review and resolution as provided in Section 1.6(d)accordance with the preceding provisions, Acquirer then Seller and the Stockholders’ Agent (on behalf of the Converting Holders) Buyer shall each pay their own fees and expenses. The costs and charges of request that the Independent Accountant complete its preparation of the Closing Statement within thirty (30) days from the submission of the matters specified in such Notice of Disagreement, and deliver a copy of the Closing Statement to Seller and Buyer, together with a report setting forth each disputed adjustment or matter and the Independent Accountant’s determination with respect thereto. The Independent Accountant’s determination will be allocated between conclusive and binding upon the parties based on Parties and may be entered and enforced in any court of competent jurisdiction. (d) If the inverse of the percentage its determination (before such allocation) bears to the aggregate amount of the items in dispute Purchase Price owed by Buyer to Seller increases or is reduced as originally submitted to the Independent Accountant. By way of illustration and not limitation, assuming the items in dispute total an amount equal to $1,000 and the Independent Accountant awards $600 in favor a result of the Stockholders’ Agent’s positionPost-Closing Adjustments, 60% of the costs of its review would be borne by Acquirer and 40% of such costs would be borne by the Converting Holders. (f) In the event the Company Net Working Capital as finally determined pursuant to Section 1.6Buyer or Seller, as the case may be be, shall make appropriate payments to the other within ten (10) days of the “later of: (i) the expiration of the Objection Period, (ii) the date on which Buyer and Seller agree on the Post-Closing Net Working Capital”) is less than the Company Net Working Capital calculated in the Company Closing Financial Certificate, the Converting Holders shall severally but not jointly, based on their respective Pro Rata Share, indemnify and hold harmless Acquirer, without any objection by the Stockholders’ Agent, for the amount that the Closing Net Working Capital is less than the Company Net Working Capital calculated in the Company Closing Financial Certificate and Acquirer shall be entitled recover such amount from the Holdback FundAdjustments, and then to (iii) the extent any amount still remains, from date on which the Converting Holders in accordance with their Pro Rata Share of such final remainder. (g) Acquirer’s right to indemnification pursuant to this Section 1.6 will not be subject to any decision of the limitations set forth in Article VIIndependent Accountant is rendered. Any payments required to be made pursuant by either Buyer or Seller to this Section 1.6 the other shall be treated paid by wire transfer of immediately available funds to such bank account as adjustments the recipient shall designate in writing, and shall be deemed to effect an increase or a reduction, as the Total Merger Consideration for all Tax purposes to case may be, in the maximum extent permitted under Applicable Lawinitial Purchase Price.

Net Working Capital Adjustment. (a) Within 60 days after The consummation of the Closing, Acquirer shall prepare the calculation of Company Net Working Capital (the “NWC Calculations”) by delivering to the Stockholders’ Agent a notice (the “Acquirer NWC Notice”) setting forth Acquirer’s calculation of Company Net Working Capital and the amount by which Company Transaction assumes that Net Working Capital as calculated of 11:59 p.m. (New York time) on the Closing Date will be between $12,375,000 and $13,125,000. The Purchase Price shall be adjusted upward or downward, on a dollar-for-dollar basis, by Acquirer is less than or more than Company the amount that the Final Net Working Capital as set forth in the Company Closing Financial Certificate, in each case together with supporting documentation, information and calculations. Any matters not expressly set forth in the Acquirer NWC Notice shall be deemed to have been accepted by Acquirer, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in disputeAmount is greater than $13,125,000 or less than $12,375,000. (b) The Stockholders’ Agent may object Not later than 45 days following the Closing Date, Buyer shall prepare and submit to Seller a balance sheet of the Acquired Companies as of the Closing Date and a statement setting forth, in reasonable detail, the calculation of Company the Net Working Capital set forth in as of 11:59 p.m. (New York time) on the Acquirer NWC Notice by providing written notice of such objection to Acquirer within 30 days after Acquirer’s delivery of the Acquirer NWC Notice Closing Date (the “Notice of ObjectionProposed Final Net Working Capital Amount”), together with supporting documentation, information and calculations. Any matters not expressly set forth in In the Notice of Objection shall be deemed to have been accepted by event that Seller disputes the Stockholders’ Agent on behalf correctness of the Converting HoldersProposed Final Net Working Capital Amount, except for such other matters contained Seller shall notify Buyer in the NWC Calculations that are affected by the ultimate resolution writing of the matters in dispute. (c) If the Stockholders’ Agent timely provides the Notice of Objection, then Acquirer and the Stockholders’ Agent shall confer in good faith for a period of up to ten Business Days following Acquirer’s timely its objections within 20 days after receipt of the Notice statement setting forth the calculation of Objection in an attempt to resolve any disputed matter the Proposed Final Net Working Capital Amount and shall set forth in the Notice of Objectionforth, and any resolution by them shall be in writing and shall in reasonable detail, each of the reasons for Seller’s objections, it being understood that if Seller does not dispute a component of the Proposed Final Net Working Capital Amount in its notice of objection, then that component will be final and binding on the parties hereto Parties. If Seller fails to deliver such notice of objections within such 20 Business Day period, then Seller shall be deemed to have accepted the statement setting forth the calculation of the Proposed Final Net Working Capital Amount. Buyer and Seller shall endeavor in good faith to resolve any disputed matters within 20 days after Buyer’s receipt of Seller’s notice of objections. If Buyer and Seller are unable to so resolve the disputed matters, Buyer and Seller shall select a nationally known independent accounting firm reasonably acceptable to each Party (which firm shall not then be providing any material services to Buyer, either of the Acquired Companies, Seller or any of their respective Affiliates) (the “Working Capital Independent Accountant”) to resolve the matters in dispute (in a manner consistent with Schedule 2.3(a)) and the Converting Holdersdetermination of the Working Capital Independent Accountant in respect of the correctness of each matter remaining in dispute shall be conclusive and binding on Buyer and Seller. The Net Working Capital of the Acquired Companies as of 11:59 p.m. (New York time) on the Closing Date, as finally determined pursuant to this Section 2.3(b) (whether by failure of Seller to deliver notice of objection, by agreement of Buyer and Seller or by determination of the Working Capital Independent Accountant), is referred to herein as the “Final Net Working Capital Amount.” The Parties agree that in determining the Final Net Working Capital Amount, there will be no changes to accounting methods, policies, principles, practices, procedures, classifications, estimation methodologies or reserves used by the Acquired Companies as of the Closing Date. (c) Subject to any applicable privileges (including the attorney-client privilege and the work product privilege), Seller shall make available to Buyer and, upon request, to the Working Capital Independent Accountant, the books, records, documents and work papers underlying the preparation of the statement setting forth the Proposed Final Net Working Capital Amount. Subject to any applicable privileges (including the attorney-client privilege and the work product privilege), Buyer shall make available to Seller and, upon request, to the Working Capital Independent Accountant, the books, records, documents and work papers created or prepared by or for Buyer or either of the Acquired Companies in connection with its calculation of the Proposed Final Net Working Capital Amount. (d) If, after If the ten Business Day period set forth in Section 1.6(c), Acquirer and the Stockholders’ Agent cannot resolve any matter set forth in the Notice of Objection, then Acquirer and the Stockholders’ Agent shall engage a nationally or regionally recognized independent accounting firm acceptable to both Acquirer and the Stockholders’ Agent, with which neither has an existing relationship (the “Independent Accountant”) to review only the matters in the Notice of Objection that are still disputed by Acquirer and the Stockholders’ Agent and the NWC Calculations to the extent relevant thereto. After such review and a review of the Company’s relevant books and records, the Independent Accountant shall promptly (and in any event within 60 days following its engagement) determine the resolution of such remaining disputed matters, which determination shall be final and binding on the parties hereto and the Converting Holders, and the Independent Accountant shall provide Acquirer and the Stockholders’ Agent with a calculation of Company Final Net Working Capital Amount is less than $12,375,000, the amount of the deficiency shall be paid by Seller to Buyer by wire transfer of immediately available funds to an account designated in accordance with such determinationwriting by Buyer within 10 Business Days of the date on which the Final Net Working Capital Amount is finally determined. If the Final Net Working Capital Amount is greater than $13,125,000, the amount of the excess shall be paid by Buyer to Seller by wire transfer of immediately available funds to an account designated in writing by Seller within 10 Business Days of the date on which the Final Net Working Capital Amount is finally determined. (e) In If, as finally determined by the event that Acquirer and Stockholders’ Agent submit any unresolved objections with respect to the Company Net Working Capital to the Independent Accountant for resolution as provided in Section 1.6(d)Accountant, Acquirer and the Stockholders’ Agent (on behalf all of the Converting Holders) matters in dispute shall be resolved in favor of Buyer, then Seller shall pay all fees and expenses of the Working Capital Independent Accountant. If, as finally determined by the Working Capital Independent Accountant, all of the matters in dispute shall be resolved in favor of Seller, then Buyer shall pay all fees and expenses of the Working Capital Independent Accountant. If, as finally determined by the Working Capital Independent Accountant, the matters in dispute shall be resolved partially in favor of Seller and partially in favor of Buyer, then Buyer and Seller shall each pay their own one-half (1/2) of the fees and expenses. The costs and charges expenses of the Independent Accountant will be allocated between the parties based on the inverse of the percentage its determination (before such allocation) bears to the aggregate amount of the items in dispute as originally submitted to the Working Capital Independent Accountant. By way of illustration and not limitation, assuming the items in dispute total an amount equal to $1,000 and the Independent Accountant awards $600 in favor of the Stockholders’ Agent’s position, 60% of the costs of its review would be borne by Acquirer and 40% of such costs would be borne by the Converting Holders. (f) In the event the Company Net Working Capital as finally determined pursuant to Section 1.6, as the case may be (the “Closing Net Working Capital”) is less than the Company Net Working Capital calculated in the Company Closing Financial Certificate, the Converting Holders shall severally but not jointly, based on their respective Pro Rata Share, indemnify and hold harmless Acquirer, without any objection by the Stockholders’ Agent, for the amount that the Closing Net Working Capital is less than the Company Net Working Capital calculated in the Company Closing Financial Certificate and Acquirer shall be entitled recover such amount from the Holdback Fund, and then to the extent any amount still remains, from the Converting Holders in accordance with their Pro Rata Share of such final remainder. (g) Acquirer’s right to indemnification pursuant to this Section 1.6 will not be subject to any of the limitations set forth in Article VI. Any payments made pursuant to this Section 1.6 shall be treated as adjustments to the Total Merger Consideration for all Tax purposes to the maximum extent permitted under Applicable Law.

Net Working Capital Adjustment. (a) Within 60 Not later than five (5) business days after prior to the ClosingClosing Date, Acquirer shall prepare Sellers will deliver to Buyer the calculation most recently prepared month-end consolidated balance sheet of Company the Acquired Companies setting forth the Net Working Capital of the Acquired Companies (the “NWC CalculationsMost Recent Balance Sheet”) by delivering to ). If the Stockholders’ Agent a notice (the “Acquirer NWC Notice”) setting forth Acquirer’s calculation of Company Net Working Capital and shown on the amount Most Recent Balance Sheet exceeds the Adjusted Net Working Capital, the cash portion of the Purchase Price payable to Sellers shall be increased by which Company such amount. If the Net Working Capital as calculated by Acquirer shown on the Most Recent Balance Sheet is less than or more than Company the Adjusted Net Working Capital as set forth in Capital, the Company cash portion of the Purchase Price payable at Closing Financial Certificate, in each case together with supporting documentation, information and calculations. Any matters not expressly set forth in the Acquirer NWC Notice shall be deemed to have been accepted decreased by Acquirer, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in disputeamount. (b) The Stockholders’ Agent may object Within forty-five (45) days after the Closing Date, Buyer will prepare (to the calculation of Company extent not already prepared), or review and make any adjustments it deems necessary and appropriate, and deliver to Sellers a consolidated balance sheet setting forth the Net Working Capital set forth in the Acquirer NWC Notice by providing written notice of such objection to Acquirer within 30 days after Acquirer’s delivery of the Acquirer NWC Notice Acquired Companies as of the Calculation Date (the “Notice of ObjectionCalculation Date Balance Sheet”). “Calculation Date” shall mean either: (i) the last day of the month prior to month in which the Closing Date occurs, together with supporting documentation, information and calculations. Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by event the Stockholders’ Agent Closing Date occurs on behalf one of the Converting Holdersfirst fifteen days of a month; or (ii) the last day of the month in which the Closing Date occurs, except for such other matters contained in the NWC Calculations that are affected by event the ultimate resolution Closing Date occurs on a day after the fifteenth day of such month. If Sellers have any objections to the matters Calculation Date Balance Sheet, they shall notify Buyer in dispute. writing within twenty (c20) If the Stockholders’ Agent timely provides the Notice days of Objection, then Acquirer and the Stockholders’ Agent shall confer in good faith for a period of up to ten Business Days following Acquirer’s timely receipt of the Notice of Objection in an attempt Calculation Date Balance Sheet and deliver a detailed written statement describing their objections. Buyer and Sellers shall use their reasonable efforts to resolve any disputed matter set forth in the Notice of Objection, such objections themselves. If Buyer and any resolution by them shall be in writing and shall be final and binding on the parties hereto and the Converting Holders. (d) If, after the ten Business Day period set forth in Section 1.6(c), Acquirer and the Stockholders’ Agent Sellers cannot resolve any matter set forth such objections within thirty (30) days after Buyer receives Sellers’ statement of objections, such dispute shall be referred to the Nashville office of Ernst & Young, LLP, each party hereby represents that such firm through its Nashville office has not provided material services for the benefit of such party or its Related Persons within the preceding three years, for conclusive and binding resolution. The Buyer and the Sellers shall direct such firm to render a determination within thirty (30) days after its retention and the Buyer, the Sellers and their respective agents shall cooperate with the such firm during its engagement. Such firm may consider only those items and amounts in the Notice of Objection, then Acquirer Calculation Date Balance Sheet and related computation and the Stockholders’ Agent shall engage a nationally or regionally recognized independent accounting firm acceptable to both Acquirer written objection from Sellers that the Buyer and the Stockholders’ AgentSellers are unable to resolve. In resolving any disputed item, such firm may not ultimately assign a value to any item greater than the greatest value for such item claimed by a party or less than the smallest value 10 for such item claimed by either party. The determination of such firm shall be conclusive and binding upon the Buyer and the Sellers, with which neither has an existing relationship (the “Independent Accountant”) to review only the matters in the Notice no right of Objection that are still disputed by Acquirer appeal. The Buyer and the Stockholders’ Agent Sellers shall bear the costs and expenses of such firm based on the NWC Calculations percentage that the portion of the contested amount not awarded to each party bears to the extent relevant theretoamount actually contested by such party. After such review and If there is a review of dispute as to the Company’s relevant books and records, the Independent Accountant shall promptly (and in any event within 60 days following its engagement) determine the resolution of such remaining disputed matters, which determination shall be final and binding on the parties hereto and the Converting Holders, and the Independent Accountant shall provide Acquirer and the Stockholders’ Agent with a calculation of Company Net Working Capital in accordance with such determination. (e) In adjustment required hereunder, the event that Acquirer Buyer and Stockholders’ Agent submit any unresolved objections with respect the Sellers shall promptly pay to the Company Net Working Capital to the Independent Accountant for resolution other, as provided in Section 1.6(d)appropriate, Acquirer and the Stockholders’ Agent (on behalf of the Converting Holders) shall each pay their own fees and expenses. The costs and charges of the Independent Accountant will be allocated between the parties based on the inverse of the percentage its determination (before such allocation) bears to the aggregate amount of the items amounts as are not in dispute as originally submitted to the Independent Accountant. By way of illustration and not limitation, assuming the items in dispute total an amount equal to $1,000 and the Independent Accountant awards $600 in favor of the Stockholders’ Agent’s position, 60% of the costs of its review would be borne by Acquirer and 40% pending final determination of such costs would be borne by the Converting Holdersdispute. (f) In the event the Company Net Working Capital as finally determined pursuant to Section 1.6, as the case may be (the “Closing Net Working Capital”) is less than the Company Net Working Capital calculated in the Company Closing Financial Certificate, the Converting Holders shall severally but not jointly, based on their respective Pro Rata Share, indemnify and hold harmless Acquirer, without any objection by the Stockholders’ Agent, for the amount that the Closing Net Working Capital is less than the Company Net Working Capital calculated in the Company Closing Financial Certificate and Acquirer shall be entitled recover such amount from the Holdback Fund, and then to the extent any amount still remains, from the Converting Holders in accordance with their Pro Rata Share of such final remainder. (g) Acquirer’s right to indemnification pursuant to this Section 1.6 will not be subject to any of the limitations set forth in Article VI. Any payments made pursuant to this Section 1.6 shall be treated as adjustments to the Total Merger Consideration for all Tax purposes to the maximum extent permitted under Applicable Law.

Net Working Capital Adjustment. (a) Within 60 days after Not later than March 7, 2011, the ClosingCompany and Merger Corp shall mutually establish a Closing Date in March. Not later than three (3) Business Days prior to the Closing Date, Acquirer the Company shall prepare deliver an estimated consolidated balance sheet of the Acquired Companies as of the Closing Date, which balance sheet (i) shall be prepared in accordance with GAAP subject to the adjustments and methodology detailed on attached Schedule 2.13(a), and (ii) shall be accompanied by a statement that sets forth an estimated calculation of Closing Date Net Working Capital. (b) The Company and Merger Corp shall jointly prepare a consolidated balance sheet of the Acquired Companies as of the Closing Date, which balance sheet shall be prepared in accordance with GAAP subject to the adjustments and methodology detailed on attached Schedule 2.13(a) (the “Closing Date Balance Sheet”) and a statement that sets forth a calculation of Closing Date Net Working Capital (the “NWC Calculations”) by delivering to the Stockholders’ Agent a notice (the “Acquirer NWC Notice”) setting forth Acquirer’s calculation of Company Closing Date Final Net Working Capital and the amount by which Company Net Working Capital as calculated by Acquirer is less than or more than Company Net Working Capital as set forth in the Company Closing Financial Certificate, in each case together with supporting documentation, information and calculations. Any matters not expressly set forth in the Acquirer NWC Notice shall be deemed to have been accepted by Acquirer, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in dispute. (b) The Stockholders’ Agent may object to the calculation of Company Net Working Capital set forth in the Acquirer NWC Notice by providing written notice of such objection to Acquirer within 30 days after Acquirer’s delivery of the Acquirer NWC Notice (the “Notice of Objection”)Capital,” and, together with supporting documentationthe Closing Date Balance Sheet, information the “Closing Date Financial Statements”). The Company and calculations. Any matters not expressly set forth in the Notice of Objection Merger Corp agree that such Closing Date Financial Statements shall be deemed to have been accepted by final, conclusive and binding on the Stockholders’ Agent on behalf parties for purposes of the Converting Holders, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in disputethis Section 2.13. (c) If the Stockholders’ Agent timely provides the Notice of Objection, then Acquirer and the Stockholders’ Agent shall confer in good faith for a period of up to ten Business Days following Acquirer’s timely receipt of the Notice of Objection in an attempt to resolve any disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and binding on the parties hereto and the Converting Holders. (d) If, after the ten Business Day period set forth in Section 1.6(c), Acquirer and the Stockholders’ Agent cannot resolve any matter set forth in the Notice of Objection, then Acquirer and the Stockholders’ Agent shall engage a nationally or regionally recognized independent accounting firm acceptable to both Acquirer and the Stockholders’ Agent, with which neither has an existing relationship (the “Independent Accountant”) to review only the matters in the Notice of Objection that are still disputed by Acquirer and the Stockholders’ Agent and the NWC Calculations to the extent relevant thereto. After such review and a review of the Company’s relevant books and records, the Independent Accountant shall promptly (and in any event within 60 days following its engagement) determine the resolution of such remaining disputed matters, which determination shall be final and binding on the parties hereto and the Converting Holders, and the Independent Accountant shall provide Acquirer and the Stockholders’ Agent with a calculation of Company Closing Date Net Working Capital in accordance with such determination. (e) In the event that Acquirer and Stockholders’ Agent submit any unresolved objections with respect to the Company Net Working Capital to the Independent Accountant for resolution as provided in Section 1.6(d), Acquirer and the Stockholders’ Agent (on behalf of the Converting Holders) shall each pay their own fees and expenses. The costs and charges of the Independent Accountant will be allocated between the parties based on the inverse of the percentage its determination (before such allocation) bears to the aggregate amount of the items in dispute as originally submitted to the Independent Accountant. By way of illustration and not limitation, assuming the items in dispute total an amount equal to $1,000 and the Independent Accountant awards $600 in favor of the Stockholders’ Agent’s position, 60% of the costs of its review would be borne by Acquirer and 40% of such costs would be borne by the Converting Holders. (f) In the event the Company Net Working Capital as finally determined pursuant to Section 1.6, as the case may be (the “is greater than Closing Date Target Net Working Capital”) is less than the Company Net Working Capital calculated in the Company Closing Financial Certificate, the Converting Holders Merger Consideration shall severally but not jointly, based on their respective Pro Rata Share, indemnify and hold harmless Acquirer, without any objection be increased dollar for dollar by the Stockholders’ Agent, for the amount that the of such excess. If Closing Date Net Working Capital is less than Closing Date Target Net Working Capital, the Company Merger Consideration shall be decreased dollar for dollar by the amount of such shortfall. If Closing Date Net Working Capital calculated in the Company is equal to Closing Financial Certificate and Acquirer Date Target Net Working Capital, there shall be entitled recover such amount from the Holdback Fund, and then no adjustment to the extent any amount still remains, from the Converting Holders in accordance with their Pro Rata Share of such final remainderMerger Consideration. (gd) Acquirer’s right Merger Corp acknowledges that the Company intends to indemnification pursuant use Closing Date Cash to this Section 1.6 will not be subject to any pay a portion of the limitations set forth in Article VI. Any payments made pursuant to this Section 1.6 shall be treated as adjustments to the Total Merger Consideration for all Tax purposes to the maximum extent permitted under Applicable LawClosing Disbursements.

Net Working Capital Adjustment. (a) Within 60 days after The Company has prepared and delivered to Buyer a good faith estimate, together with all supporting documentation reasonably requested by Buyer, of the Closing, Acquirer shall prepare Net Working Capital of the Company as of the close of business on the Closing Date based on the Company’s books and records and other information then available (the “Estimated Net Working Capital”). The Estimated Net Working Capital has been calculated on a basis consistent with the calculation of Company the Target Net Working Capital (the “NWC Calculations”) by delivering to the Stockholders’ Agent a notice (the “Acquirer NWC Notice”) setting forth Acquirer’s calculation of Company Net Working Capital and the amount by which Company Net Working Capital as calculated by Acquirer is less than or more than Company Net Working Capital Capital, as set forth in the Company Closing Financial Certificate, in each case together with supporting documentation, information and calculations. Any matters not expressly set forth in the Acquirer NWC Notice shall be deemed to have been accepted by Acquirer, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in disputeNet Working Capital Schedule. (b) As promptly as practicable after the Closing, but in no event later than sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Selling Shareholders a statement (the “Closing Working Capital Statement”) setting forth Buyer’s calculation of the Net Working Capital as of the close of business on the Closing Date (the “Closing Net Working Capital”). The Stockholders’ Agent may object Closing Net Working Capital shall be calculated on a basis consistent with the calculations of the Target Net Working Capital, as set forth in the Net Working Capital Schedule. (c) After the Closing, the Company and Buyer shall (i) permit Selling Shareholders and their Representatives to have reasonable access during normal business hours to the books, records and other documents (including work papers, schedules, financial statements and memoranda) of the Company pertaining to or used in connection with the preparation of the Closing Working Capital Statement and the calculation of Company the Closing Net Working Capital, and to make copies thereof (as reasonably requested by Selling Shareholders and at their expense), and (ii) provide Selling Shareholders and their Representatives with reasonable access to the Company’s employees and accountants as reasonably requested by Selling Shareholders (including making the Company’s chief financial officer, comptroller and accountants available to respond to reasonable written or oral inquiries of Selling Shareholders or their Representatives). If Selling Shareholders disagree with any part of Buyer’s calculation of the Closing Net Working Capital, Selling Shareholders shall, within forty-five (45) days after Selling Shareholders’ receipt of the Closing Working Capital Statement, notify Buyer in writing of such disagreement by setting forth Selling Shareholders’ calculation of the Closing Net Working Capital and describing in reasonable detail the basis for such disagreement (an “Objection Notice”). If an Objection Notice is delivered to Buyer, then Buyer and Selling Shareholders shall negotiate in good faith to resolve their disagreements with respect to the computation of the Closing Net Working Capital. (d) In the event that Buyer and Selling Shareholders are unable to resolve all such disagreements within thirty (30) days after Buyer’s receipt of the Objection Notice, Buyer and Selling Shareholders shall submit such remaining disagreements to Xxxxx Xxxxxxxx LLP or such other nationally-recognized accounting firm as is mutually acceptable in writing to Buyer and Selling Shareholders (the “Independent Accounting Firm”). Buyer and Selling Shareholders each represent and warrant that neither they nor any of their respective Affiliates has a material relationship with the Independent Accounting Firm. The Independent Accounting Firm shall be engaged to act as an expert and not an arbitrator, shall review only the disputed items jointly submitted by Selling Shareholders and Buyer, and shall make a final determination of such disputed items and of the Closing Net Working Capital set forth in the Acquirer NWC Notice by providing written notice Closing Working Capital Statement as a 11671355.13 result of such objection review. Buyer and Selling Shareholders shall use their respective Reasonable Best Efforts to Acquirer cause the Independent Accounting Firm to resolve all remaining disagreements with respect to the computation of the Closing Net Working Capital as soon as practicable, but in any event shall direct the Independent Accounting Firm to render a determination within 30 sixty (60) days after Acquirer’s delivery the date of the Acquirer NWC Notice (retention of the “Notice Independent Accounting Firm. The Independent Accounting Firm shall consider only those items and amounts in Buyer’s calculations of Objection”)the Closing Net Working Capital that are identified as being items and amounts to which Buyer and Selling Shareholders have been unable to agree. In resolving any disputed item, together with supporting documentation, information and calculationsthe Independent Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or lesser than the smallest value for such item claimed by either party. Any matters not expressly set forth in The Independent Accounting Firm’s determination of the Notice of Objection Closing Net Working Capital shall be deemed to have been accepted based solely on written materials submitted by Buyer and Selling Shareholders (i.e., not on an independent review) and on the Stockholders’ Agent on behalf definition of Net Working Capital, the Net Working Capital Schedule, the express language of this Section 2.5 and any other sections of this Agreement expressly referenced in this Section 2.5. The determination of the Converting Holders, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in dispute. (c) If the Stockholders’ Agent timely provides the Notice of Objection, then Acquirer and the Stockholders’ Agent shall confer in good faith for a period of up to ten Business Days following Acquirer’s timely receipt of the Notice of Objection in an attempt to resolve any disputed matter set forth in the Notice of Objection, and any resolution by them Independent Accounting Firm shall be in writing and shall be final final, conclusive and binding on upon the parties hereto and the Converting Holders. (d) If, after the ten Business Day period set forth in Section 1.6(c), Acquirer and the Stockholders’ Agent canshall not resolve any matter set forth in the Notice of Objection, then Acquirer and the Stockholders’ Agent shall engage a nationally be subject to appeal or regionally recognized independent accounting firm acceptable to both Acquirer and the Stockholders’ Agent, with which neither has an existing relationship (the “Independent Accountant”) to review only the matters in the Notice of Objection that are still disputed by Acquirer and the Stockholders’ Agent and the NWC Calculations to the extent relevant thereto. After such review and a review of the Company’s relevant books and records, the Independent Accountant shall promptly (and in any event within 60 days following its engagement) determine the resolution of such remaining disputed matters, which determination shall be final and binding on the parties hereto and the Converting Holders, and the Independent Accountant shall provide Acquirer and the Stockholders’ Agent with a calculation of Company Net Working Capital in accordance with such determinationfurther review. (e) In The term “Final Net Working Capital” shall mean: (i) the event that Acquirer and Stockholders’ Agent submit any unresolved objections with respect to the Company Closing Net Working Capital to as calculated by Buyer under Section 2.5(b) if Selling Shareholders accept such calculation as delivered or do not timely deliver an Objection Notice; or (ii) the Independent Accountant for resolution as provided in Section 1.6(d), Acquirer and the Stockholders’ Agent (on behalf of the Converting Holders) shall each pay their own fees and expenses. The costs and charges of the Independent Accountant will be allocated between the parties based on the inverse of the percentage its determination (before such allocation) bears to the aggregate amount of the items in dispute as originally submitted to the Independent Accountant. By way of illustration and not limitation, assuming the items in dispute total an amount equal to $1,000 and the Independent Accountant awards $600 in favor of the Stockholders’ Agent’s position, 60% of the costs of its review would be borne by Acquirer and 40% of such costs would be borne by the Converting Holders. (f) In the event the Company Closing Net Working Capital as finally determined pursuant to Section 1.62.5(c) or (d), as the case may be (the “Closing Net Working Capital”) is less than the Company Net Working Capital calculated in the Company Closing Financial Certificate, the Converting Holders shall severally but not jointly, based on their respective Pro Rata Share, indemnify and hold harmless Acquirer, without any objection by the Stockholders’ Agent, for the amount that the Closing Net Working Capital is less than the Company Net Working Capital calculated in the Company Closing Financial Certificate and Acquirer shall be entitled recover such amount from the Holdback Fund, and then to the extent any amount still remains, from the Converting Holders in accordance with their Pro Rata Share of such final remainderapplicable. (g) Acquirer’s right to indemnification pursuant to this Section 1.6 will not be subject to any of the limitations set forth in Article VI. Any payments made pursuant to this Section 1.6 shall be treated as adjustments to the Total Merger Consideration for all Tax purposes to the maximum extent permitted under Applicable Law.

Net Working Capital Adjustment. The Target Price shall be subject to a net working capital adjustment, which shall be determined as follows: 2.1.1 At least three (a3) Within 60 business days after prior to the ClosingClosing Date, Acquirer the Shareholder shall prepare deliver to the calculation of Company Buyer a preliminary Net Working Capital statement prepared in accordance with GAAP based upon the estimated Net Working Capital of the Company as of the Closing Date (the “NWC CalculationsPreliminary Net Working Capital Statement”). 2.1.2 As soon as reasonably practical after the Closing Date and in any event not later than sixty (60) days following the Closing Date, the Buyer shall review the books and records of the Company and such other documents as the Buyer may reasonably determine to be necessary (including the working papers used to prepare the Preliminary Working Capital Statement) and shall prepare and deliver to the Shareholder a statement of assets and liabilities of the Company as of the Closing Date (“Closing Date Financial Statements”) by delivering to and a post-closing Net Working Capital statement prepared in accordance with GAAP, reflecting the Stockholders’ Agent a notice actual Net Working Capital of the Company at the Closing (the “Acquirer NWC Notice”) setting forth Acquirer’s calculation of Company Post-Closing Net Working Capital and Statement”). Upon the amount by which Company Buyer’s completion of the Post-Closing Net Working Capital as calculated by Acquirer is less than Statement, the Buyer shall deliver such statement to the Shareholder for acceptance or more than Company rejection. If Buyer does not deliver to Shareholder a Post-Closing Net Working Capital as set forth in the Company Closing Financial CertificateStatement within said sixty (60) day period, in each case together with supporting documentationShareholder may send written notice of such failure and demand for such Statement to Buyer. If Buyer fails to provide such Statement to Shareholder within fifteen (15) days of such demand, information and calculations. Any matters not expressly set forth in the Acquirer NWC Notice then Buyer shall be deemed to have been accepted by Acquirer, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in dispute. (b) The Stockholders’ Agent may object to the calculation of Company Preliminary Net Working Capital set forth in Statement. BioZone Share Acquisition Agreement 4 2.1.3 After receipt of the Acquirer NWC Notice by providing written notice of such objection to Acquirer within Post-Closing Working Capital Statement, the Shareholder shall have 30 days after Acquirer’s delivery of the Acquirer NWC Notice (the “Notice Review Period”) to review the Closing Working Capital Statement. During the Review Period, the Shareholder and the Shareholder’s accountants shall have full access to the relevant books and records of Objection”)Buyer and the Company, the personnel of, and work papers prepared by, Buyer and/or Buyer's accountants to the extent that they relate to the Post-Closing Working Capital Statement and to such historical financial information (to the extent in Buyer's possession) relating to the Post-Closing Working Capital Statement as the Shareholder may reasonably request for the purpose of reviewing the Post-Closing Working Capital Statement and to prepare a Statement of Objections. 2.1.4 If the Shareholder accepts the Post-Closing Net Working Capital Statement, the Shareholder shall notify the Buyer of such acceptance in writing within thirty (30) days following the receipt of such statement. In the event that the Net Working Capital reflected on the Post-Closing Net Working Capital Statement is less than the Target Working Capital, the Shareholder shall, within ten (10) business days following demand from the Buyer, pay such difference to the Buyer, in cash. In the event that the Net Working Capital reflected on the Post-Closing Net Working Capital Statement is greater than the Target Working Capital, the Buyer shall, within ten (10) business days following demand of the Shareholder, pay, in cash, such difference to the Shareholder. If, within the Review Period, the Shareholder rejects the Post-Closing Net Working Capital Statement, then the Shareholder shall notify the Buyer of such rejection in writing together with reasonable details of the reasons therefore and any supporting documentation, information and calculationsincluding working papers, reasonably necessary to evaluate the Shareholder’s rejection of the Post-Closing Net Working Capital Statement (the “Statement of Objections”). Any matters If the Shareholder does not expressly set forth in provide to the Notice Buyer notice of Objection acceptance or rejection of the Post-Closing Net Working Capital Statement or or before the end of the Review Period, then the Shareholder shall be deemed to have been accepted by the Stockholders’ Agent on behalf of the Converting Holders, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in disputePost-Closing Net Working Capital Statement. (c) If 2.1.5 In the Stockholders’ Agent timely provides event the Notice of ObjectionShareholder rejects the Post-Closing Net Working Capital Statement as described in Section 2.1.2 above, then Acquirer the Buyer and the Stockholders’ Agent Shareholder shall confer thereafter discuss in good faith for a period of up their differences regarding the Post-Closing Net Working Capital Statement and use their reasonable efforts to resolve such differences. In the event the Buyer and the Company are unable to resolve such differences within ten Business Days following Acquirer’s timely (10) business days after receipt of the Notice Shareholder’s notice of Objection rejection as described in an attempt Section 2.1.4 above, subject to resolve any reasonable extensions necessary to allow the Shareholder to provide the supporting documentation referred to in Section 2.1.4, then the Buyer and the Shareholder shall engage the Auditors to review the books and records of the Company and such other documents as the Auditors may determine (including the working papers used to prepare the Post-Closing Net Working Capital Statement) for the purposes of resolving all the disputed matter items in a prompt and timely fashion, and a copy of the written decision of the Auditors shall be delivered by the Auditors to each of the Buyer and the Shareholder. The determination of the Auditors shall be binding and conclusive on the Parties absent manifest error. The Buyer and the Shareholder shall share equally in the cost of the Auditors; provided however, if the Auditors determine that the actual Net Working Capital is more than twenty percent (20%) higher than the Net Working Capital shown on the Post-Closing Net Working Capital Statement, then the Buyer shall pay the full cost of the Auditors; provided, further, if the Auditors determine that the actual Net Working Capital is more than twenty percent (20%) lower than the Net Working Capital shown on the Post-Closing Net Working Capital Statement, then the Shareholder shall pay the full cost of the Auditors. BioZone Share Acquisition Agreement 5 2.1.6 In the event the Auditors’ review pursuant to Section 2.1.5 results in any adjustment of the amounts set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and binding on the parties hereto and the Converting Holders. (d) If, after the ten Business Day period set forth in Section 1.6(c), Acquirer and the Stockholders’ Agent cannot resolve any matter set forth in the Notice of Objection, then Acquirer and the Stockholders’ Agent shall engage a nationally or regionally recognized independent accounting firm acceptable to both Acquirer and the Stockholders’ Agent, with which neither has an existing relationship (the “Independent Accountant”) to review only the matters in the Notice of Objection that are still disputed by Acquirer and the Stockholders’ Agent and the NWC Calculations to the extent relevant thereto. After such review and a review of the Company’s relevant books and records, the Independent Accountant shall promptly (and in any event within 60 days following its engagement) determine the resolution of such remaining disputed matters, which determination shall be final and binding on the parties hereto and the Converting Holders, and the Independent Accountant shall provide Acquirer and the Stockholders’ Agent with a calculation of Company Net Working Capital in accordance with such determination. (e) In the event that Acquirer and Stockholders’ Agent submit any unresolved objections with respect to the Company Net Working Capital to the Independent Accountant for resolution as provided in Section 1.6(d), Acquirer and the Stockholders’ Agent (on behalf of the Converting Holders) shall each pay their own fees and expenses. The costs and charges of the Independent Accountant will be allocated between the parties based on the inverse of the percentage its determination (before such allocation) bears to the aggregate amount of the items in dispute as originally submitted to the Independent Accountant. By way of illustration and not limitation, assuming the items in dispute total an amount equal to $1,000 and the Independent Accountant awards $600 in favor of the Stockholders’ Agent’s position, 60% of the costs of its review would be borne by Acquirer and 40% of such costs would be borne by the Converting Holders. (f) In the event the Company Net Working Capital as finally determined pursuant to Section 1.6, as the case may be (the “Closing Net Working Capital”) is less than the Company Net Working Capital calculated in the Company Closing Financial Certificate, the Converting Holders shall severally but not jointly, based on their respective Pro Rata Share, indemnify and hold harmless Acquirer, without any objection by the Stockholders’ Agent, for the amount that the Post-Closing Net Working Capital is less than Statement, then the Company Auditors shall prepare a revised Post-Closing Net Working Capital calculated in the Company Statement, which revised Post-Closing Financial Certificate and Acquirer Net Working Capital Statement shall be entitled recover such amount from deemed to be the Holdback Fund, and then to the extent any amount still remains, from the Converting Holders in accordance with their Pro Rata Share approved Post-Closing Net Working Capital Statement for purposes of such final remainderSection 2.1.4 above. (g) Acquirer’s right 2.1.7 Any rights accruing to any Party under this Section 2.1 shall be in addition to and independent of the rights to indemnification pursuant under Section 13.1 and any payments made to any Party under this Section 1.6 will 2.1 shall not be subject to the requirements of Article 13; provided, however, that the remedies provided in this Section 2.1 and any of the limitations set forth in Article VI. Any payments made amounts payable pursuant to Article 13 shall be cumulative, but not duplicative, provided further, however, that to the extent an adjustment to the Purchase Price or Closing Payment, or a payment after the Closing Date under this Section 1.6 2.1, has addressed a breach of a representation or warranty under Section 4, the Buyer shall not be entitled to a claim under Article 13 on account thereof to the extent the adjustment addressed the breach. 2.1.8 For purposes of determining the Target Price Adjustment under this Section 2.1, the payment, elimination of payables, or other consequence of performance of Section 3.5 shall be treated as adjustments to the Total Merger Consideration for all Tax purposes to the maximum extent permitted under Applicable Lawdisregarded.

Net Working Capital Adjustment. The Closing Purchase Amount shall be adjusted after the Closing as follows: (a) Within 60 ninety (90) days after the ClosingClosing Date, Acquirer Buyer shall prepare cause to be prepared and delivered to Seller a balance sheet of the calculation Business as of Company Net Working Capital the Closing Date (the “NWC CalculationsClosing Balance Sheet”) ), certified by delivering to a senior executive officer of Buyer, reflecting the Stockholders’ Agent a notice (the “Acquirer NWC Notice”) setting forth Acquirer’s calculation of Company Net Working Capital and the amount by which Company Net Working Capital as calculated by Acquirer is less than or more than Company Net Working Capital as set forth in the Company Closing Financial Certificate, in each case together with supporting documentation, information and calculations. Any matters not expressly set forth in the Acquirer NWC Notice shall be deemed to have been accepted by Acquirer, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in dispute. (b) The Stockholders’ Agent may object to the calculation of Company Net Working Capital set forth in the Acquirer NWC Notice by providing written notice of such objection to Acquirer within 30 days after Acquirer’s delivery of the Acquirer NWC Notice (the “Notice of Objection”), together with supporting documentation, information and calculations. Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Stockholders’ Agent on behalf of the Converting Holders, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in dispute. (c) If the Stockholders’ Agent timely provides the Notice of Objection, then Acquirer and the Stockholders’ Agent shall confer in good faith for a period of up to ten Business Days following Acquirer’s timely receipt of the Notice of Objection in an attempt to resolve any disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and binding on the parties hereto and the Converting Holders. (d) If, after the ten Business Day period set forth in Section 1.6(c), Acquirer and the Stockholders’ Agent cannot resolve any matter set forth in the Notice of Objection, then Acquirer and the Stockholders’ Agent shall engage a nationally or regionally recognized independent accounting firm acceptable to both Acquirer and the Stockholders’ Agent, with which neither has an existing relationship (the “Independent Accountant”) to review only the matters in the Notice of Objection that are still disputed by Acquirer and the Stockholders’ Agent and the NWC Calculations to the extent relevant thereto. After such review and a review of the Company’s relevant books and records, the Independent Accountant shall promptly (and in any event within 60 days following its engagement) determine the resolution of such remaining disputed matters, which determination shall be final and binding on the parties hereto and the Converting Holders, and the Independent Accountant shall provide Acquirer and the Stockholders’ Agent with a calculation of Company Net Working Capital in accordance with such determination. (e) In the event that Acquirer and Stockholders’ Agent submit any unresolved objections with respect to the Company Net Working Capital to the Independent Accountant for resolution as provided in Section 1.6(d), Acquirer and the Stockholders’ Agent (on behalf of the Converting Holders) shall each pay their own fees and expenses. The costs and charges of the Independent Accountant will be allocated between the parties based on the inverse of the percentage its determination (before such allocation) bears to the aggregate amount of the items in dispute as originally submitted to the Independent Accountant. By way of illustration and not limitation, assuming the items in dispute total an amount equal to $1,000 and the Independent Accountant awards $600 in favor of the Stockholders’ Agent’s position, 60% of the costs of its review would be borne by Acquirer and 40% of such costs would be borne by the Converting Holders. (f) In the event the Company Net Working Capital as finally determined pursuant to Section 1.6, as the case may be Closing Date (the “Closing Net Working Capital”). The Closing Balance Sheet shall be prepared in accordance with the Specified Accounting Principles. (b) is less than Within thirty (30) days after receipt of the Company Net Working Capital calculated Closing Balance Sheet, Seller shall advise Buyer in writing whether it agrees with the Company Closing Financial Certificate, the Converting Holders shall severally but not jointly, based on their respective Pro Rata Share, indemnify and hold harmless Acquirer, without any objection by the Stockholders’ Agent, for the amount that determination of the Closing Net Working Capital is less than or whether it objects to the Company same. In the event of an objection, Seller shall specify in writing its objections with particularity and provide Buyer with its view as to the Table of Contents proper calculation of the amount of the Closing Net Working Capital calculated (the “Objection Notice”). If Seller does not provide Buyer with an Objection Notice within said thirty (30) day period, Seller shall be deemed to have accepted the Closing Balance Sheet as delivered by Buyer and the Closing Net Working Capital shall be deemed the Final Net Working Capital. Buyer shall respond in writing to Seller’s objections set forth in the Company Objection Notice no later than thirty (30) days after receipt thereof. Buyer and Seller shall negotiate in good faith to resolve any of the objections of Seller within (30) days after the receipt of Seller’s Objection Notice and, if such objections are resolved, the Closing Financial Certificate Net Working Capital, with such changes as may have been previously agreed in writing by Buyer and Acquirer Seller, shall be entitled recover such amount from final and binding and be deemed the Holdback Fund, and then to the extent any amount still remains, from the Converting Holders in accordance with their Pro Rata Share of such final remainderFinal Net Working Capital. (gc) AcquirerIf Buyer fails to respond to Seller’s right Objection Notice within said thirty (30) day period or if Buyer responds but Buyer and Seller are unable to indemnification pursuant reach an agreement with respect to this Section 1.6 will not be subject to any of the limitations all matters set forth in Article VI. Any payments made pursuant Seller’s Objection Notice within the thirty (30) day period after the receipt of Seller’s Objection Notice, then any amounts remaining in dispute (“Disputed Amounts”) will be submitted for resolution to this Section 1.6 KPMG LLP or any other impartial nationally recognized firm of independent certified public accountants, appointed by mutual agreement of Buyer and Seller (the “Independent Accountant”), who, acting as an expert and not arbitrator, shall be treated as resolve the Disputed Amounts and make any adjustments to the Total Merger Consideration Closing Net Working Capital. Any adjustments shall be made without regard to materiality. The Independent Accountant’s decision for all Tax purposes each Disputed Amount must be within the range of values assigned to each such item in the Closing Balance Sheet and the Objection Notice, respectively. (d) The Independent Accountant shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto will agree in writing) after its engagement, and its resolution of the Disputed Amounts and adjustments to the maximum Closing Net Working Capital will be conclusive and binding upon Buyer and Seller, and the Closing Net Working Capital, as adjusted pursuant hereto, will become the Final Net Working Capital. The fees, costs, and expenses of the Independent Accountant shall be (i) paid by Seller if the items covered in the Objection Notice are resolved in favor of Buyer, or (ii) by Buyer, if the items covered in the Objection Notice are resolved in favor of Seller. If the items covered in the Objection Notice are resolved in part in favor of Seller and in part in favor of Buyer, such fees, costs and expenses shall be allocated between Seller and Buyer in inverse proportion as Seller and Buyer may prevail on matters resolved by the Independent Accountant, which proportionate allocations shall be determined by the Independent Accountant. (e) The Purchase Price shall be (i) increased by the amount, if any, that the Final Net Working Capital exceeds the Estimated Net Working Capital or (ii) decreased by the amount, if any, that the Estimated Net Working Capital exceeds the Final Net Working Capital (the “Post-Closing Adjustment”). After determination of the Post-Closing Adjustment, any net increase in the Purchase Price under this Section 2.5(e) is referred to as a “Purchase Price Increase” and any net decrease in the Purchase Price under this Section 2.5(e) is referred to as a “Purchase Price Decrease.” To the extent permitted under Applicable Lawthere is a Purchase Price Increase, Buyer shall pay to Seller an amount equal to the Purchase Price Increase. To the extent that there is a Purchase Price Decrease, Seller shall pay Buyer an amount equal to the Purchase Price Decrease. Table of Contents (f) Payment of the Purchase Price Increase or Purchase Price Decrease, as the case may be, shall (i) be due (x) within five (5) Business Days of acceptance of the Closing Balance Sheet as provided in Section 2.5(b) above or (y) if Seller delivers an Objection Notice as provided in Section 2.5(b) above, then within five (5) Business Days of the resolution described in this Section 2.5; and (ii) be paid by wire transfer of immediately available funds to such account as is directed by Buyer or Seller, as the case may be. If Buyer or Seller, as the case may be, fails to timely make such payment, such failure shall constitute a material breach of this Agreement.

Net Working Capital Adjustment. (a) Within 60 days after i. For purposes of the Closing, Acquirer the Target shall prepare estimate the amount of its Net Working Capital as of the Closing Date on the basis of the most current information then available. The Target shall notify the Buyer of its calculation of Company the Target's estimated Net Working Capital (the “NWC Calculations”"ESTIMATED NET WORKING CAPITAL") by delivering and deliver a copy of such calculation to the Stockholders’ Agent a notice (Buyer at least three, but not more than five, business days prior to Closing. The Cash Consideration to be paid at the “Acquirer NWC Notice”) setting forth Acquirer’s calculation of Company Net Working Capital and Closing shall be adjusted based upon the amount by which Company Estimated Net Working Capital as calculated by Acquirer follows: (1) If the Estimated Net Working Capital is less than or more $18 million, the Cash Consideration to be paid at Closing shall be decreased by the difference between $18,000,000 less the Estimated Net Working Capital; (2) If the Estimated Net Working Capital is equal to $18 million, there shall be no Cash Consideration adjustment pursuant to this Section 2(e). (3) If the Estimated Net Working Capital is greater than Company $18 million, the Cash Consideration to be paid at Closing shall be increased by the difference between the Estimated Net Working Capital less $18,000,000. ii. Within ten (10) business days following the Closing, the Buyer shall deliver to the Principal Stockholder, for and on behalf of all the Closing Stockholders, its calculation of the Target's Net Working Capital as set forth in of the Company Closing Financial Certificate, in each case together with Date (the "FINAL NET WORKING CAPITAL") and related supporting documentation. Within 10 business days following his receipt of the Buyer's Final Net Working Capital calculation, information and calculationsthe Principal Stockholder shall have the right to object in writing thereto, setting forth a specific description of his objections. Any matters If the Principal Stockholder does not expressly set forth in so object during such period, the Acquirer NWC Notice Principal Stockholder shall be deemed to have been accepted by Acquireragreed, except for such other matters contained in and on behalf of all the NWC Calculations that are affected by the ultimate resolution of the matters in dispute. (b) The Closing Stockholders’ Agent may object , to the calculation of Company Final Net Working Capital set forth in the Acquirer NWC Notice by providing written notice of such objection to Acquirer within 30 days after Acquirer’s delivery of the Acquirer NWC Notice (the “Notice of Objection”), together with supporting documentation, information and calculationscalculation. Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Stockholders’ Agent on behalf of the Converting Holders, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in dispute. (c) If the Stockholders’ Agent timely provides the Notice of Objection, then Acquirer Principal Stockholder so objects and the Stockholders’ Agent shall confer in good faith for a period Buyer and the Principal Stockholder cannot mutually agree on the Final Net Working Capital calculation within five business days of up to ten Business Days following Acquirer’s timely Purchaser's receipt of the Notice of Objection in an attempt to resolve any disputed matter set forth in Principal Stockholder's objections, the Notice of Objection, and any resolution by them dispute shall be in writing and shall be final and binding on the parties hereto and the Converting Holders. (d) If, after the ten Business Day period set forth in Section 1.6(c), Acquirer and the Stockholders’ Agent cannot resolve any matter set forth in the Notice of Objection, then Acquirer and the Stockholders’ Agent shall engage a nationally or regionally recognized independent accounting firm acceptable to both Acquirer and the Stockholders’ Agent, with which neither has an existing relationship (the “Independent Accountant”) to review only the matters in the Notice of Objection that are still disputed by Acquirer and the Stockholders’ Agent and the NWC Calculations to the extent relevant thereto. After such review and a review of the Company’s relevant books and records, the Independent Accountant shall promptly (and in any event within 60 days following its engagement) determine the resolution of such remaining disputed matters, which determination shall be final and binding on the parties hereto and the Converting Holders, and the Independent Accountant shall provide Acquirer and the Stockholders’ Agent with a calculation of Company Net Working Capital in accordance with such determination. (e) In the event that Acquirer and Stockholders’ Agent submit any unresolved objections with respect to the Company Net Working Capital to the Independent Accountant for resolution as provided in Section 1.6(d), Acquirer and the Stockholders’ Agent (on behalf of the Converting Holders) shall each pay their own fees and expenses. The costs and charges of the Independent Accountant will be allocated between the parties based on the inverse of the percentage its determination (before such allocation) bears to the aggregate amount of the items in dispute as originally submitted to the Independent Accountant. By way of illustration and not limitationFirm, assuming except as otherwise agreed by the items in dispute total an amount equal to $1,000 Buyer and the Independent Accountant awards $600 in favor of the Stockholders’ Agent’s position, 60% of the costs of its review would be borne by Acquirer and 40% of such costs would be borne by the Converting HoldersPrincipal Stockholder. (f) In iii. Based upon the event the Company Final Net Working Capital Capital, as finally determined pursuant to Section 1.62(e) hereof, the following post-Closing deliveries shall be made, as applicable: (1) If the case may be (Final Net Working Capital is greater than the “Closing Estimated Net Working Capital”) is less than , the Company Buyer shall deliver to the Closing Stockholders separate certified checks, bank checks or wire transfer payments of cash in the amounts of their respective Allocable Portions of the amount equal to the difference between the Final Net Working Capital calculated Capital, less the Estimated Net Working Capital, together with interest accrued from the Closing Date until and including the date of such payments at the fixed rate of 10% per annum. Simultaneously therewith, the Buyer also shall deliver to the Closing Stockholders payments under the Closing Notes of principal in the Company Closing Financial Certificate, the Converting Holders shall severally but not jointly, based on amounts of their respective Pro Rata ShareAllocable Portions of $500,000, indemnify and hold harmless Acquirer, without any objection by the Stockholders’ Agent, for the amount that plus accrued interest under the Closing Notes with respect to such payments of principal; (2) If the Final Net Working Capital is less than the Company Estimated Net Working Capital, the Buyer shall be entitled to receive from each Closing Stockholder a payment in the amount of such Closing Stockholder's Allocable Portion of the amount equal to the difference between the Estimated Net Working Capital, less the Final Net Working Capital, together with interest accrued from the Closing Date until and including the date of such payment at the fixed rate of 10% per annum (the "WORKING CAPITAL ADJUSTMENT"). Each such payment shall be effected by a reduction, effective as of the Closing Date, in the principal amount of the Closing Note issued to such Closing Stockholder in an amount (the "Reduction Amount") equal to (x) the amount of such Closing Stockholder's Allocable Portion of the Working Capital Adjustment, plus (y) accrued interest under the Closing Note issued to such Closing Stockholder with respect to the Reduction Amount. To the extent the aggregate Reduction Amounts are less than $500,000, the Buyer shall deliver to the Closing Stockholders payments under the Closing Notes of principal in the amounts of their respective Allocable Portions of the amount equal to the difference between $500,000 minus the aggregate Reduction Amounts, plus accrued interest under the Closing Notes with respect to such payments of principal; and (3) If the Final Net Working Capital calculated is equal to the Estimated Net Working Capital, the Buyer shall deliver to the Closing Stockholders payments under the Closing Notes of principal in the Company amounts of their respective Allocable Portions of $500,000, plus accrued interest under the Closing Financial Certificate and Acquirer shall be entitled recover Notes with respect to such amount from the Holdback Fund, and then to the extent any amount still remains, from the Converting Holders in accordance with their Pro Rata Share payments of such final remainderprincipal. (g) Acquirer’s right to indemnification pursuant to this Section 1.6 will not be subject to any of the limitations set forth in Article VIiv. Any payments post-Closing payment required to be made pursuant to this Section 1.6 2(e) shall be treated as adjustments to made within two business days after the Total Merger Consideration for all Tax purposes to the maximum extent permitted under Applicable Lawfinal determination of Final Net Working Capital.

Net Working Capital Adjustment. (a) Within 60 days after At least two (2) but not more than five (5) Business Days prior to the ClosingClosing Date, Acquirer Seller, in good faith and in consultation with Buyer, shall prepare and deliver to Buyer (i) a pro forma consolidated balance sheet of Seller and the Subsidiaries which sets out Seller’s good faith, reasonable estimate of the consolidated assets and liabilities of Seller and the Subsidiaries as of the Effective Time (excluding the Excluded Seller Assets and the Retained Seller Liabilities), (ii) based on such balance sheet, a summary calculation of Company the Net Working Capital (the “NWC CalculationsEstimated Net Working Capital”), and (iii) by delivering a certificate from Seller to the Stockholders’ Agent a notice effect that Estimated Net Working Capital was determined in good faith in accordance with the provisions of this Sec tion 2.6(a) and in accordance with GAAP consistently applied with the Financial Statements (the “Acquirer NWC NoticeAccounting Principles”) setting forth Acquirer’s calculation of Company ). Promptly thereafter, and before the Closing Date, Seller and Buyer shall review such pro forma consolidated balance sheet and Estimated Net Working Capital calculation and shall use good faith, reasonable efforts to resolve any concern or disagreement raised by Buyer with respect to such documents, and Seller’s determination of the amount by which Company Estimated Net Working Capital as calculated by Acquirer is less than or more than Company shall be subject to Buyer’s acceptance (acting reasonably). If the Estimated Net Working Capital as set forth is a negative amount, such negative amount shall be deducted from the $106,000,000 payable by Buyer to Seller pursuant to Section 2.5(c). For purposes of aiding in the Company Closing Financial Certificateunderstanding of this Section 2.6(a), in each case together with supporting documentationSchedule 2.6(a) contains a sample calculation of Seller’s and the Subsidiaries’ consolidated net working capital based on the audited balance sheet for the fiscal year ended June 26, information and calculations. Any matters not expressly set forth 2004 included in the Acquirer NWC Notice shall be deemed to have been accepted by Acquirer, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in disputeFinancial Statements. (b) The Stockholders’ Agent may object As promptly as practicable, but not later than ninety (90) days after the Closing Date, Buyer shall deliver to Seller a statement (the calculation “Closing Statement”) setting forth Buyer’s determination of Company the Net Working Capital set forth in the Acquirer NWC Notice by providing written notice of such objection to Acquirer within 30 days after Acquirer’s delivery as of the Acquirer NWC Notice close of business on the Closing Date (the “Notice of ObjectionClosing Net Working Capital”). If the Closing Net Working Capital, together with supporting documentationas determined by Buyer, information and calculations. Any matters not expressly set forth in the Notice of Objection is a positive amount, such amount shall be deemed to have been accepted by final, binding and conclusive on the Stockholders’ Agent on behalf of the Converting Holders, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in disputeparties. (c) If the Stockholders’ Agent timely provides Closing Net Working Capital, as determined by Buyer, is a negative amount, Seller shall have thirty (30) days from the Notice date of Objection, then Acquirer its receipt of Buyer’s statement of determination of the Closing Net Working Capital to review Buyer’s determination. Buyer shall provide Seller and its accountants reasonable access to Buyer’s books and records and the Stockholders’ Agent shall confer in good faith for a period reasonable availability and cooperation of up to ten Business Days following AcquirerBuyer’s timely receipt of the Notice of Objection in an attempt to resolve any disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and binding on the parties hereto and the Converting Holders. (d) If, after the ten Business Day period set forth in Section 1.6(c), Acquirer and the Stockholders’ Agent cannot resolve any matter set forth in the Notice of Objection, then Acquirer and the Stockholders’ Agent shall engage a nationally or regionally recognized independent accounting firm acceptable to both Acquirer and the Stockholders’ Agent, with which neither has an existing relationship (the “Independent Accountant”) to review only the matters in the Notice of Objection that are still disputed by Acquirer and the Stockholders’ Agent and the NWC Calculations employees to the extent relevant thereto. After such review and a reasonably necessary for Seller’s review of Buyer’s determination of the CompanyClosing Net Working Capital. Upon completion of its review (and in any event within the required thirty (30)-day period), Seller shall submit to Buyer a letter regarding Seller’s relevant books concurrence or disagreement with the accuracy of Buyer ’s determination of the Closing Net Working Capital. Seller may dispute the existence, omission or amount of any item reflected in the Closing Net Working Capital, but only on the basis that such existing or omitted item or such amount is inconsistent with the definition of Net Working Capital contained in this Agreement and recordsthe Accounting Principles or that the calculation of the Closing Net Working Capital is mathematically incorrect. Unless Seller delivers a letter disagreeing with the calculation of the Closing Net Working Capital within such thirty (30) day period, the Independent Accountant Closing Net Working Capital shall be final, binding and conclusive on the Parties. Following delivery of such letter of disagreement, Seller and Buyer shall promptly (and in any event within 60 days following its engagementten (10) determine Business Days after the resolution delivery of such remaining disputed mattersletter) cause their respective Representatives to confer with each other with a view to resolving such disagreement. (d) If Seller’s and Buyer’s Representatives are unable to resolve such disagreement within thirty (30) days after the date of delivery of Seller’s letter (or longer, which as mutually agreed by the Parties), each of Buyer and Seller shall submit a position with respect to each item in dispute to a mutually acceptable firm of Independent Accountants for review and final determination. The determination of the Independent Accountants with respect to such disagreement and the accuracy of the Closing Net Working Capital as a result shall be final completed within thirty (30) days after the appointment of the Independent Accountants and shall be final, binding and conclusive on the parties hereto Parties. The Independent Accountants shall adopt the position of either Buyer or Sel ler with respect to each item in dispute based upon which position more accurately reflects the Net Working Capital as of the Closing Date in accordance with the definition thereof. The fees, costs and expenses of the Converting HoldersIndependent Accountants shall be allocated between Buyer and Seller (such allocation to be finally determined by the Independent Accountants) in such a way that Buyer shall be responsible for that portion of the fees and expenses equal to such fees and expenses multiplied by a fraction, the numerator of which is the aggregate dollar value of disputed items submitted to the Independent Accountants that are resolved against Buyer, and the denominator of which is the total dollar value of the disputed items submitted to the Independent Accountant shall provide Acquirer Accountants, and the Stockholders’ Agent with a calculation Seller shall be responsible for the remainder of Company Net Working Capital in accordance with such determinationfees and expenses. (e) In the event that Acquirer and Stockholders’ Agent submit any unresolved objections with respect to the Company Net Working Capital to the Independent Accountant for resolution as provided in Section 1.6(d), Acquirer and the Stockholders’ Agent (on behalf of the Converting Holders) shall each pay their own fees and expenses. The costs and charges of the Independent Accountant will be allocated between the parties based on the inverse of the percentage its determination (before such allocation) bears to the aggregate amount of the items in dispute as originally submitted to the Independent Accountant. By way of illustration and not limitation, assuming the items in dispute total an amount equal to $1,000 and the Independent Accountant awards $600 in favor of the Stockholders’ Agent’s position, 60% of the costs of its review would be borne by Acquirer and 40% of such costs would be borne by the Converting Holders. (f) In the event the Company Net Working Capital as finally determined pursuant by agreement of the Parties or by the Independent Accountants in accordance with the provisions of this Section 2.6 shall be referred to Section 1.6, as the case may be (the “Final Closing Net Working Capital”) is less than .” If the Company Estimated Net Working Capital calculated in is a negative amount and the Company Final Closing Financial CertificateNet Working Capital exceeds the Estimated Net Working Capital (i.e., the Converting Holders Final Closing Net Working Capital is closer to $0.00 than the Estimated Net Working Capital), Buyer shall severally but not jointly, based on their respective Pro Rata Share, indemnify and hold harmless Acquirer, without any objection by the Stockholders’ Agent, for promptly pay to Seller the amount of such excess by wire transfer of immediately available funds; provided, however, that such payment shall not exceed the amount by which $0.00 exceeds the amount of negative Estimated Net Working Capital. If the Estimated Net Working Capital is a negative amount and the Final Closing Net Working Capital is less than the Company Estimated Net Working Capital calculated in (i.e., the Company Estimated Net Working Capital is closer to $0.00 than the Final Closing Financial Certificate and Acquirer Net Working Capital), Seller shall be entitled recover such promptly pay to Buyer the amount from by which the Holdback Fund, and then to Final Closing Net Working Capital is less than the extent any amount still remains, from the Converting Holders in accordance with their Pro Rata Share Estimated Net Working Capital by wire transfer of such final remainder. (g) Acquirer’s right to indemnification pursuant to this Section 1.6 will not be subject to any of the limitations set forth in Article VIimmediately available funds. Any payments payment made pursuant to this Section 1.6 2.6(e) shall be treated as adjustments constitute an adjustment to the Total Merger Consideration for all Tax purposes to the maximum extent permitted under Applicable LawPurchase Price.

Net Working Capital Adjustment. Within thirty (a30) Within 60 days after following the ClosingClosing Date, Acquirer the Company's accountants shall prepare furnish Buyer with a report (the calculation of Company "Net Working Capital Report") which shall set forth in reasonably detail the Net Working Capital (as defined below) of the “NWC Calculations”Business as of the Closing Date. As used herein, the term "Net Working Capital" shall mean, as of the Closing Date, an amount equal to (i) by delivering the current assets of the Company (other than cash and cash equivalents to the Stockholders’ Agent a notice extent that such cash and cash equivalents do not relate to liquidation of long term assets after the date hereof except in the ordinary course of business and consistent with past practice) minus (ii) the “Acquirer NWC Notice”) setting current liabilities of the Company (but specifically excluding any liabilities of Parent), calculated consistent with and subject to the adjustments set forth Acquirer’s calculation of Company in SCHEDULE 1.5(C). The Net Working Capital and Report shall indicate the amount procedures employed by which Company the Company's accountants in preparing the Net Working Capital Report and shall contain such other financial information and methods of calculation as calculated by Acquirer is less than or more than Company may be reasonably necessary for Buyer to evaluate the accuracy thereof. Buyer shall have a period of ten (10) days after its receipt of the Net Working Capital as set forth Report to notify the Company of its election to accept or reject (and in the case of a rejection, there shall be included in such notice the reasons for such rejection in reasonable detail) of the Net Working Capital Report. In the event no notice is received by the Company Closing Financial Certificateduring such ten (10) day period, in each case together with supporting documentation, information the Net Working Capital Report and calculations. Any matters not expressly set forth in the Acquirer NWC Notice any required adjustments resulting therefrom shall be deemed to have been accepted by Acquirer, except for such other matters contained in Buyer. If Buyer timely rejects the NWC Calculations that are affected by the ultimate resolution of the matters in dispute. (b) The Stockholders’ Agent may object to the calculation of Company Net Working Capital set forth Report, the Company's accountants and Buyer's accountants shall promptly (and in any event within thirty (30) days following the Acquirer NWC Notice by providing written notice of such objection date upon which Buyer rejects the Net Working Capital Report) attempt to Acquirer within 30 days after Acquirer’s delivery make a joint determination of the Acquirer NWC Notice (the “Notice of Objection”), together with supporting documentation, information and calculations. Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Stockholders’ Agent on behalf Net Working Capital of the Converting Holders, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution Business as of the matters in dispute. (c) If the Stockholders’ Agent timely provides the Notice of Objection, then Acquirer Closing Date and the Stockholders’ Agent shall confer in good faith for a period of up to ten Business Days following Acquirer’s timely receipt of the Notice of Objection in an attempt to resolve any disputed matter set forth in the Notice of Objection, such determination and any resolution by them shall be in writing and required adjustments therefrom shall be final and binding on the parties hereto hereto. In the event that such accountants are unable to agree upon the Net Working Capital determination as provided herein within ninety (90) days from the Closing Date, such dispute shall be resolved by the Designated Party (as defined in and the Converting Holders. (d) If, after the ten Business Day period set forth selected in Section 1.6(caccordance with SECTION 1.5(B)(II), Acquirer and the Stockholders’ Agent cannot resolve any matter set forth in the Notice of Objection, then Acquirer and the Stockholders’ Agent shall engage a nationally or regionally recognized independent accounting firm acceptable to both Acquirer and the Stockholders’ Agent, with which neither has an existing relationship (the “Independent Accountant”) to review only the matters in the Notice of Objection that are still disputed by Acquirer and the Stockholders’ Agent and the NWC Calculations to the extent relevant thereto). After such review and a review The determination of the Company’s relevant books Designated Party and records, the Independent Accountant shall promptly (and in any event within 60 days following its engagement) determine the resolution of such remaining disputed matters, which determination required adjustments resulting therefrom shall be final and binding on all parties hereto. If the parties hereto and the Converting Holders, and the Independent Accountant shall provide Acquirer and the Stockholders’ Agent with a calculation of Company Net Working Capital in accordance with such determination. (e) In the event that Acquirer and Stockholders’ Agent submit any unresolved objections with respect to the Company Net Working Capital to the Independent Accountant for resolution as provided in Section 1.6(d), Acquirer and the Stockholders’ Agent (on behalf of the Converting Holders) shall each pay their own fees and expenses. The costs and charges of the Independent Accountant will be allocated between the parties based on the inverse of the percentage its determination (before such allocation) bears to the aggregate amount of the items in dispute as originally submitted to the Independent Accountant. By way of illustration and not limitation, assuming the items in dispute total an amount equal to $1,000 and the Independent Accountant awards $600 in favor of the Stockholders’ Agent’s position, 60% of the costs of its review would be borne by Acquirer and 40% of such costs would be borne by the Converting Holders. (f) In the event the Company Report reflects a Net Working Capital as finally determined pursuant to Section 1.6of the Closing Date of less than the Base Amount (as defined below), as then the case may be Company and/or Parent shall refund the difference between Base Amount and the Net Working Capital within fifteen (15) days of the “Closing final determination of the Net Working Capital”) is less than . If the Company Net Working Capital calculated in the Company Closing Financial Certificate, the Converting Holders shall severally but not jointly, based on their respective Pro Rata Share, indemnify and hold harmless Acquirer, without any objection by the Stockholders’ Agent, for the amount that as of the Closing Net Working Capital is less than the Company Net Working Capital calculated in the Company Closing Financial Certificate and Acquirer shall be entitled recover such amount from the Holdback FundDate exceeds Base Amount, and then to the extent any amount still remains, from the Converting Holders in accordance with their Pro Rata Share of such final remainder. Buyer -------------------------------------------------------------------------------- ASSET PURCHASE AGREEMENT -- PAGE 4 (g) Acquirer’s right to indemnification pursuant to this Section 1.6 will not be subject to any of the limitations set forth in Article VI. Any payments made pursuant to this Section 1.6 shall be treated as adjustments to the Total Merger Consideration for all Tax purposes to the maximum extent permitted under Applicable Law.CANMAX/AFFILIATED COMPUTERS)

Net Working Capital Adjustment. (a) Within 60 days after The Company shall deliver the Closing, Acquirer shall prepare the calculation of Company Net Working Capital Certificate to Buyer not less than one (the “NWC Calculations”1) by delivering day prior to the Stockholders’ Agent a notice (Closing Date. In the “Acquirer NWC Notice”) setting forth Acquirer’s calculation of Company Net Working Capital and event that the amount by which Company Net Working Capital as calculated by Acquirer reflected on the Company Net Working Capital Certificate is less greater than or more than the Company Net Working Capital as of the Closing Date as derived from the Company’s audited balance sheet included in an exhibit to the Form 8-K Amendment by more than CDN$25,000 (the difference between the Company Net Working Capital as of the Closing Date as reflected on the Company Net Working Capital Certificate and the Company Net Working Capital as of the Closing Date as reflected on the Company’s audited balance sheet without reference to the CDN$25,000 threshold is referred to as the “Company Net Working Capital Shortfall”), the Sellers will, subject to the terms set forth below, surrender, each in the Company Closing Financial Certificateaccordance with their Pro Rata Share, in each case together with supporting documentation, information and calculations. Any matters not expressly set forth in the Acquirer NWC Notice shall be deemed to have been accepted by Acquirer, except for such other matters contained in the NWC Calculations number of Initial Shares that are affected by equal to such Company Net Working Capital Shortfall based on the ultimate resolution of Buyer Average Stock Price (such post-Closing adjustment will not be made from the matters in disputeEscrow Shares). (b) The Stockholders’ Agent In the event of a Company Net Working Capital Shortfall, the Representative may object to the calculation of such Company Net Working Capital set forth in the Acquirer NWC Notice Shortfall by providing written notice of such objection to Acquirer Buyer within 30 days ten (10) Business Days after AcquirerBuyer’s delivery of written notice to the Acquirer NWC Notice Sellers of a Company Net Working Capital Shortfall and its demand for the Sellers’ surrender of the appropriate number of Initial Shares as determined in accordance with Section 1.5(a) above (the “Notice of Objection”), together with supporting documentation, information and calculations. Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Stockholders’ Agent on behalf of the Converting Holders, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in dispute. (c) If the Stockholders’ Agent timely Representative provides the Notice of ObjectionObjection within the time frame set out in Section 1.5(b) above, then Acquirer and the Stockholders’ Agent parties shall confer in good faith for a period of up to ten (10) Business Days following AcquirerBuyer’s timely receipt of the Notice of Objection in an attempt to resolve any disputed matter set forth in the Notice of Objection, disagreement and any resolution by them shall be in writing and shall be final and binding on the parties hereto and the Converting Holdersbinding. (d) If, after the such ten (10) Business Day period set forth in Section 1.6(c)period, Acquirer the Representative and the Stockholders’ Agent Buyer cannot resolve any matter set forth in the Notice of Objectionsuch disagreement, then Acquirer and the Stockholders’ Agent parties shall engage a nationally or regionally recognized independent accounting an auditing firm acceptable to both Acquirer and the Stockholders’ Agent, with which neither has an existing relationship parties (the “Independent Reviewing Accountant”) to review only the matters in the Notice calculation of Objection that are still disputed by Acquirer and the Stockholders’ Agent and the NWC Calculations to the extent relevant theretosuch Company Net Working Capital Shortfall. After such review and a review of the calculation of such Company Net Working Capital Shortfall and the Company’s relevant books and records, the Independent Reviewing Accountant shall promptly (and in any event within 60 days following its engagement) determine the resolution of Company Net Working Capital as at the Closing Date and such remaining disputed matters, which determination shall be final and binding on the parties hereto and and, if required pursuant to the Converting Holdersdetermination of the Reviewing Accountant, and Sellers will promptly surrender the Independent Accountant shall provide Acquirer and the Stockholders’ Agent with a calculation appropriate number of Company Net Working Capital Initial Shares as determined in accordance with such determinationSection 1.5(a) above. (e) In the event that Acquirer and Stockholders’ Agent submit any unresolved objections with respect to the Company Net Working Capital to the Independent Accountant for resolution as provided in Section 1.6(d), Acquirer and the Stockholders’ Agent (on behalf of the Converting Holders) shall each pay their own fees and expenses. The costs and charges of the Independent Accountant will be allocated between the parties based on the inverse of the percentage its determination (before such allocation) bears to the aggregate amount of the items in dispute as originally submitted to the Independent Accountant. By way of illustration and not limitation, assuming the items in dispute total an amount equal to $1,000 and the Independent Accountant awards $600 in favor of the Stockholders’ Agent’s position, 60% of the costs of its review would be borne by Acquirer and 40% of such costs would be borne by the Converting Holders. (f) In the event the Company Net Working Capital as finally determined pursuant to Section 1.6, as the case may be (the “Closing Net Working Capital”) is less than the Company Net Working Capital calculated in the Company Closing Financial Certificate, the Converting Holders shall severally but not jointly, based on their respective Pro Rata Share, indemnify and hold harmless Acquirer, without any objection by the Stockholders’ Agent, for the amount that the Closing Net Working Capital is less than the Company Net Working Capital calculated in the Company Closing Financial Certificate and Acquirer shall be entitled recover such amount from the Holdback Fund, and then to the extent any amount still remains, from the Converting Holders in accordance with their Pro Rata Share of such final remainder. (g) Acquirer’s right to indemnification pursuant to this Section 1.6 will not be subject to any of the limitations set forth in Article VI. Any payments made pursuant to this Section 1.6 shall be treated as adjustments to the Total Merger Consideration for all Tax purposes to the maximum extent permitted under Applicable Law.

Net Working Capital Adjustment. (a) Within 60 At least five (5) business days after prior to the ClosingClosing Date, Acquirer Seller shall prepare the and deliver to Buyer a good faith estimate calculation of Company Net Working Capital (the “NWC Calculations”) by delivering to the Stockholders’ Agent a notice (the “Acquirer NWC Notice”) setting forth AcquirerSeller’s calculation of Company Net Working Capital and the amount by which Company Net Working Capital as calculated by Acquirer of the close of business on the Closing Date determined in accordance with GAAP and in a manner consistent with the illustration set forth in Schedule 2.7(a) hereto (the “Estimated Closing Net Working Capital”). At the Closing: (i) if the Estimated Closing Net Working Capital is less than or more than Company the Target Net Working Capital, the Purchase Price shall be reduced by an amount equal to such deficiency; and (ii) if the Estimated Closing Net Working Capital as set forth in exceeds the Company Closing Financial CertificateTarget Net Working Capital, in each case together with supporting documentation, information and calculations. Any matters not expressly set forth in the Acquirer NWC Notice Purchase Price shall be deemed increased by an amount equal to have been accepted by Acquirer, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in disputeexcess. (b) The Stockholders’ Agent may object Within 90 days after the Closing Date, Buyer will prepare, or cause to be prepared, and deliver to Seller a statement (the calculation of Company “Closing Net Working Capital Statement”), which shall set forth Buyer’s calculation of Net Working Capital as of the Closing Date (“Closing Net Working Capital”) determined in accordance with GAAP and in a manner consistent with the illustration set forth in Schedule 2.7(a) hereto. (c) Upon receipt from Buyer, Seller shall have 15 days to review the Acquirer NWC Notice by providing written notice Closing Net Working Capital Statement (the “Review Period”). If Seller disagrees with Buyer’s computation of such objection Closing Net Working Capital, Seller may, on or prior to Acquirer within 30 days after Acquirer’s delivery the last day of the Acquirer NWC Notice Review Period, deliver a notice to Buyer (the “Notice of Objection”), together with supporting documentation, information and calculations. Any matters not expressly set which sets forth in its objections to Buyer’s calculation of Closing Net Working Capital; provided that the Notice of Objection shall be deemed to have been accepted by include only objections based on (i) non-compliance with the Stockholders’ Agent on behalf standards set forth in Schedule 2.7(a) for the preparation of the Converting Holders, except for such other matters contained Closing Net Working Capital Statement and (ii) mathematical errors in the NWC Calculations that are affected by the ultimate resolution computation of Closing Net Working Capital. Any Notice of Objection shall specify those items or amounts with which Seller disagrees, together with a detailed written explanation of the matters reasons for disagreement with each such item or amount, and shall set forth Seller’s calculation of Closing Net Working Capital based on such objections. Further, if independent auditors are engaged by Seller in dispute. (c) If connection with the Stockholders’ Agent timely provides preparation of the Notice of Objection, then Acquirer and such Notice of Objection should also be accompanied by a certificate of the Stockholders’ Agent shall confer independent auditors of Seller setting forth that they concur with each of the positions taken by Seller in good faith for a period of up to ten Business Days following Acquirer’s timely receipt of the Notice of Objection in an attempt to resolve any disputed matter Objection. To the extent not set forth in the Notice of Objection, and any resolution by them Seller shall be deemed to have agreed with Buyer’s calculation of all other items and amounts contained in writing and shall be final and binding on the parties hereto and the Converting HoldersClosing Net Working Capital Statement. (d) IfUnless Seller delivers the Notice of Objection to Buyer within the Review Period, after Seller shall be deemed to have accepted Buyer’s calculation of Closing Net Working Capital and the ten Business Day period Closing Net Working Capital Statement shall be final, conclusive and binding. If Seller delivers a Notice of Objection to Buyer complying with the requirements set forth in Section 1.6(c2.7(c) within the Review Period, Buyer and Seller shall, during the 30 days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed items and amounts in order to determine the amount of Closing Net Working Capital. If, at the end of such period or any mutually agreed extension thereof, Buyer and Seller are unable to resolve their disagreements, they shall jointly retain and refer their disagreements to an independent valuation firm or independent accounting firm mutually reasonably acceptable to Buyer and Seller (the “Independent Expert”). The parties shall instruct the Independent Expert promptly to review this Section 2.7 and to determine solely with respect to the disputed items and amounts so submitted whether and to what extent, Acquirer and if any, the Stockholders’ Agent cannot resolve any matter Closing Net Working Capital set forth in the Notice of Objection, then Acquirer Closing Net Working Capital Statement requires adjustment. The Independent Expert shall base its determination solely on written submissions by Buyer and the Stockholders’ Agent Seller and not on an independent review. Buyer and Seller shall engage a nationally or regionally recognized independent accounting firm acceptable to both Acquirer and the Stockholders’ Agent, with which neither has an existing relationship (the “Independent Accountant”) to review only the matters in the Notice of Objection that are still disputed by Acquirer and the Stockholders’ Agent and the NWC Calculations make available to the extent relevant thereto. After such review and a review of the Company’s Independent Expert all relevant books and records, records and other items reasonably requested by the Independent Accountant Expert. The parties shall request that the Independent Expert deliver to Buyer and Seller, as promptly (and as practicable but in any no event within 60 later than 45 days following after its engagement) determine the retention, a report which sets forth its resolution of such remaining the disputed matters, which determination items and amounts and its calculation of Closing Net Working Capital. The decision of the Independent Expert shall be final final, conclusive and binding on the parties hereto parties. The costs and the Converting Holders, and expenses of the Independent Accountant Expert shall provide Acquirer be shared equally by Buyer and the Stockholders’ Agent with a calculation of Company Net Working Capital in accordance with such determinationSeller. (e) In Within five (5) business days after the event that Acquirer and Stockholders’ Agent submit any unresolved objections with respect to the Company Closing Net Working Capital to the Independent Accountant for resolution as provided in Section 1.6(d), Acquirer and the Stockholders’ Agent (on behalf of the Converting Holders) shall each pay their own fees and expenses. The costs and charges of the Independent Accountant will be allocated between the parties based on the inverse of the percentage its determination (before such allocation) bears to the aggregate amount of the items in dispute as originally submitted to the Independent Accountant. By way of illustration and not limitation, assuming the items in dispute total an amount equal to $1,000 and the Independent Accountant awards $600 in favor of the Stockholders’ Agent’s position, 60% of the costs of its review would be borne by Acquirer and 40% of such costs would be borne by the Converting Holders. (f) In the event the Company Net Working Capital as is finally determined pursuant to this Section 1.6, as 2.7: (i) if the case may be (the “Closing Net Working Capital”) is less than the Company Net Working Capital calculated in the Company Closing Financial Certificate, the Converting Holders shall severally but not jointly, based on their respective Pro Rata Share, indemnify and hold harmless Acquirer, without any objection by the Stockholders’ Agent, for the amount that the finally determined Closing Net Working Capital is less than the Company Estimated Closing Net Working Capital, Seller shall pay to Buyer an amount equal to such deficiency; and (ii) if the finally determined Closing Net Working Capital calculated in is greater than the Company Estimated Closing Financial Certificate and Acquirer Net Working Capital, Buyer shall pay to Seller an amount equal to such excess. (f) Any such payment made by Buyer or Seller pursuant to Section 2.7(e) shall be entitled recover made by wire transfer of immediately available funds to an account designated in writing by Buyer or Seller, as the case may be, at least one Business Day prior to such amount from the Holdback Fund, and then to the extent any amount still remains, from the Converting Holders in accordance with their Pro Rata Share of such final remaindertransfer. (g) Acquirer’s right Any rights accruing to a party under this Section 2.7 shall be in addition to and independent of the rights to indemnification pursuant under Article IX. Any payments made to any party under this Section 1.6 will 2.7 shall not be subject to any the terms of the limitations set forth in Article VI. Any payments made pursuant to this Section 1.6 shall be treated as adjustments to the Total Merger Consideration for all Tax purposes to the maximum extent permitted under Applicable LawIX.

Net Working Capital Adjustment. (a) Within 60 The parties acknowledge and agree that the aggregate amount of the Purchase Price has been established in part with reference to the net working capital of Sellers (calculated with reference only to Purchased Assets and Assumed Liabilities) in the amount of $1,967,000 (the “Base NWC”). At the Closing, Sellers shall deliver to Purchaser a certificate (the “Closing Certificate”) detailing the calculation of the estimated net working capital of Sellers as of July 31, 2006 (the “Estimated NWC”) which estimate shall be prepared by Sellers in accordance with GAAP applied consistently with the Seller Financial Statements (calculated with reference only to Purchased Assets and Assumed Liabilities). As promptly as practicable, but in any event within ninety (90) days after the ClosingClosing Date, Acquirer Purchaser shall prepare deliver to Sellers a statement of the calculation net working capital of Company Net Working Capital Sellers as of the Closing Date (the “NWC CalculationsClosing Date Statement”), which shall be prepared by Purchaser in accordance with GAAP (calculated with reference only to Purchased Assets and Assumed Liabilities). The Closing Date Statement shall be conclusive and binding upon the parties hereto, unless Sellers object in writing to any item or items shown on the Closing Date Statement within twenty (20) by delivering days after delivery to Sellers of the Stockholders’ Agent a notice Closing Date Statement (the “Acquirer NWC NoticeObjection Period”) setting forth Acquirer). During the Objection Period, Sellers shall have reasonable access during normal business hours to all work papers of Purchaser’s calculation of Company Net Working Capital and the amount by which Company Net Working Capital as calculated by Acquirer is less than or more than Company Net Working Capital as set forth accountant that were used in the Company preparation of the Closing Financial Certificate, in each case together with supporting documentation, information Date Statement. If Purchaser and calculations. Any matters not expressly set forth in the Acquirer NWC Notice Sellers shall be deemed unable to have been accepted by Acquirerresolve any dispute with respect to the Closing Date Statement within twenty (20) days after delivery of Sellers’ written objections, except for the matter or matters in dispute shall be submitted (at the equal expense of Purchaser and Sellers) to such other matters contained in the NWC Calculations that are affected by the ultimate resolution firm of independent certified public accountants as Purchaser and Sellers may mutually agree. The decision of such firm of independent certified public accountants shall be conclusive and binding upon Purchaser and Sellers. The net working capital of Sellers as of the matters in disputeClosing Date conclusively determined as aforesaid is sometimes referred to herein as the “Closing NWC”. (b) The Stockholders’ Agent may object to Promptly following the calculation conclusive determination of Company Net Working Capital set forth in Closing NWC, the Acquirer NWC Notice by providing written notice of such objection to Acquirer within 30 days after Acquirer’s delivery of the Acquirer NWC Notice (the “Notice of Objection”), together with supporting documentation, information and calculations. Any matters not expressly set forth in the Notice of Objection Purchase Price shall be deemed to have been accepted by the Stockholders’ Agent on behalf of the Converting Holders, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in dispute.adjusted as follows: (c) If the Stockholders’ Agent timely provides the Notice of Objection, then Acquirer and the Stockholders’ Agent shall confer in good faith for a period of up to ten Business Days following Acquirer’s timely receipt of the Notice of Objection in an attempt to resolve any disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and binding on the parties hereto and the Converting Holders. (d) If, after the ten Business Day period set forth in Section 1.6(c), Acquirer and the Stockholders’ Agent cannot resolve any matter set forth in the Notice of Objection, then Acquirer and the Stockholders’ Agent shall engage a nationally or regionally recognized independent accounting firm acceptable to both Acquirer and the Stockholders’ Agent, with which neither has an existing relationship (the “Independent Accountant”) to review only the matters in the Notice of Objection that are still disputed by Acquirer and the Stockholders’ Agent and the NWC Calculations to the extent relevant thereto. After such review and a review of the Company’s relevant books and records, the Independent Accountant shall promptly (and in any event within 60 days following its engagement) determine the resolution of such remaining disputed matters, which determination shall be final and binding on the parties hereto and the Converting Holders, and the Independent Accountant shall provide Acquirer and the Stockholders’ Agent with a calculation of Company Net Working Capital in accordance with such determination. (ei) In the event that Acquirer and Stockholders’ Agent submit any unresolved objections with respect to the Company Net Working Capital to Estimated NWC exceeds the Independent Accountant for resolution as provided Closing NWC, then the Purchase Price shall be adjusted downward in Section 1.6(d), Acquirer and the Stockholders’ Agent (on behalf of the Converting Holders) shall each pay their own fees and expenses. The costs and charges of the Independent Accountant will be allocated between the parties based on the inverse of the percentage its determination (before such allocation) bears to the aggregate amount of the items in dispute as originally submitted to the Independent Accountant. By way of illustration and not limitation, assuming the items in dispute total an amount equal to $1,000 such excess, and the Independent Accountant awards $600 in favor Sellers shall promptly pay to Purchaser, by wire transfer of the Stockholders’ Agent’s positionimmediately available funds to an account designated by Purchaser, 60% of the costs of its review would be borne by Acquirer and 40% of an amount equal to such costs would be borne by the Converting Holders.excess; and (fii) In the event that Closing NWC exceeds the Company Net Working Capital as finally determined pursuant to Section 1.6Estimated NWC, as then the case may be (the “Closing Net Working Capital”) is less than the Company Net Working Capital calculated in the Company Closing Financial Certificate, the Converting Holders shall severally but not jointly, based on their respective Pro Rata Share, indemnify and hold harmless Acquirer, without any objection by the Stockholders’ Agent, for the amount that the Closing Net Working Capital is less than the Company Net Working Capital calculated in the Company Closing Financial Certificate and Acquirer Purchase Price shall be entitled recover adjusted upward in an amount equal to such excess and the Purchaser shall promptly pay to Sellers by wire transfer of immediately available funds to an account designated by Sellers, an amount from the Holdback Fund, and then equal to the extent any amount still remains, from the Converting Holders in accordance with their Pro Rata Share of such final remainderexcess. (g) Acquirer’s right to indemnification pursuant to this Section 1.6 will not be subject to any of the limitations set forth in Article VI. Any payments made pursuant to this Section 1.6 shall be treated as adjustments to the Total Merger Consideration for all Tax purposes to the maximum extent permitted under Applicable Law.

Net Working Capital Adjustment. (a) Within 60 days after The amount of the ClosingPurchase Price set forth in Section 2.6 above was determined, Acquirer shall prepare in part, based upon the calculation of Company assumption that the Closing Date Net Working Capital will equal at least Eight Million Dollars ($8,000,000) (the “NWC Calculations”) by delivering to the Stockholders’ Agent a notice (the “Acquirer NWC Notice”) setting forth Acquirer’s calculation of Company "Minimum Closing Date Net Working Capital and Capital"). The amount of the Purchase Price shall be adjusted dollar for dollar downward by the amount by which Company Net Working Capital as calculated by Acquirer is less than or more than Company Net Working Capital as set forth in the Company Closing Financial Certificate, in each case together with supporting documentation, information and calculations. Any matters not expressly set forth in the Acquirer NWC Notice shall be deemed to have been accepted by Acquirer, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in dispute. (b) The Stockholders’ Agent may object to the calculation of Company Net Working Capital set forth in the Acquirer NWC Notice by providing written notice of such objection to Acquirer within 30 days after Acquirer’s delivery of the Acquirer NWC Notice (the “Notice of Objection”), together with supporting documentation, information and calculations. Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Stockholders’ Agent on behalf of the Converting Holders, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in dispute. (c) If the Stockholders’ Agent timely provides the Notice of Objection, then Acquirer and the Stockholders’ Agent shall confer in good faith for a period of up to ten Business Days following Acquirer’s timely receipt of the Notice of Objection in an attempt to resolve any disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and binding on the parties hereto and the Converting Holders. (d) If, after the ten Business Day period set forth in Section 1.6(c), Acquirer and the Stockholders’ Agent cannot resolve any matter set forth in the Notice of Objection, then Acquirer and the Stockholders’ Agent shall engage a nationally or regionally recognized independent accounting firm acceptable to both Acquirer and the Stockholders’ Agent, with which neither has an existing relationship (the “Independent Accountant”) to review only the matters in the Notice of Objection that are still disputed by Acquirer and the Stockholders’ Agent and the NWC Calculations to the extent relevant thereto. After such review and a review of the Company’s relevant books and records, the Independent Accountant shall promptly (and in any event within 60 days following its engagement) determine the resolution of such remaining disputed matters, which determination shall be final and binding on the parties hereto and the Converting Holders, and the Independent Accountant shall provide Acquirer and the Stockholders’ Agent with a calculation of Company Net Working Capital in accordance with such determination. (e) In the event that Acquirer and Stockholders’ Agent submit any unresolved objections with respect to the Company Net Working Capital to the Independent Accountant for resolution as provided in Section 1.6(d), Acquirer and the Stockholders’ Agent (on behalf of the Converting Holders) shall each pay their own fees and expenses. The costs and charges of the Independent Accountant will be allocated between the parties based on the inverse of the percentage its determination (before such allocation) bears to the aggregate amount of the items in dispute as originally submitted to the Independent Accountant. By way of illustration and not limitation, assuming the items in dispute total an amount equal to $1,000 and the Independent Accountant awards $600 in favor of the Stockholders’ Agent’s position, 60% of the costs of its review would be borne by Acquirer and 40% of such costs would be borne by the Converting Holders. (f) In the event the Company Net Working Capital as finally determined pursuant to Section 1.6, as the case may be (the “Closing Net Working Capital”) is less than the Company Net Working Capital calculated in the Company Closing Financial Certificate, the Converting Holders shall severally but not jointly, based on their respective Pro Rata Share, indemnify and hold harmless Acquirer, without any objection by the Stockholders’ Agent, for the amount that the Closing Date Net Working Capital is less than the Company Minimum Closing Date Net Working Capital. (b) Three Business Days prior to Closing, Seller shall deliver to Buyer an estimated computation of the Closing Date Net Working Capital, in form and substance reasonably acceptable to Buyer. If the Minimum Closing Date Net Working Capital calculated in exceeds such estimated Closing Date Net Working Capital, the Company Closing Financial Certificate and Acquirer Cash Payment shall be entitled recover such amount from the Holdback Fund, and then to the extent any amount still remains, from the Converting Holders reduced as provided in accordance with their Pro Rata Share of such final remainderSection 2.6(b). (gc) Acquirer’s Seller shall prepare and deliver its final determination of Closing Date Net Working Capital no later than thirty (30) days after the Closing Date. Buyer shall have the right to indemnification pursuant review the Books and Records of Seller on a consolidated basis for a period of sixty (60) days after the receipt of such determination from Seller to this Section 1.6 verify and confirm the accuracy thereof (such period to be extended each day Buyer is not afforded full access to the Books and Records it may request). If, after such review, Buyer agrees with Seller's determination of Closing Date Net Working Capital, Buyer shall promptly notify Seller of its agreement. If, after such review, Buyer objects to Seller's determination of Closing Date Net Working Capital, Buyer shall promptly provide Seller with a statement indicating the basis for its objections (the "Objection Notice"), and Buyer and Seller shall meet and confer in an effort to resolve such disagreement in good faith. The failure of Buyer to provide an Objection Notice within sixty (60) days after receipt of Seller's determination of Closing Date Net Working Capital shall be deemed its agreement that Seller's determination of Closing Date Net Working Capital is the "Closing Date Net Working Capital Schedule." (d) As soon as practicable following the date of delivery of an Objection Notice, each party shall appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve the Objection Notice. The parties intend that these negotiations be conducted by experienced business representatives empowered to decide the issues. The business representatives will not be subject meet and attempt to any resolve the Objection Notice within fifteen (15) calendar days after the date of the limitations Objection Notice. If the business representatives resolve the dispute, such resolution will be memorialized in a written settlement and release agreement. If the business representatives do not resolve the dispute within thirty (30) days following receipt of the Objection Notice, then the Closing Date Net Working Capital shall be determined by KPMG LLP or, if such firm is unavailable or unwilling to serve in such capacity, such other nationally known independent firm of certified public accountants mutually agreeable to Buyer and Seller (the "Accountants") by reference to the specific objections set forth in Article VIBuyer's Objection Notice. Any payments made pursuant to this Section 1.6 The determination shall be treated made as adjustments soon as practicable after submission of the dispute unless Buyer and Seller otherwise agree. If issues in dispute are submitted to the Total Merger Consideration Accountants for all Tax purposes resolution, (i) each party shall furnish to the maximum extent permitted Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party, and shall be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants of the Closing Date Net Working Capital, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) the fees and expenses of the Accountants for such determination shall be awarded to the prevailing party, as determined by the Accountants (who may also determine there is no prevailing party, in which case such fees and expenses shall be shared equally). Each party agrees to execute promptly any engagement letter reasonably requested by the Accountants. (e) When the Closing Date Net Working Capital Schedule is issued by the Accountants or otherwise agreed to, if the amount of Closing Date Net Working Capital is both less than the Minimum Closing Date Net Working Capital and less than the amount estimated under Applicable Lawsubsection (b) above, then, within ten (10) Business Days after such final determination of the Closing Date Net Working Capital, an amount equal to the difference between the total shortfall from the Minimum Closing Date Net Working Capital and the amount actually deducted from the Cash Payment at Closing shall be paid by Seller to Buyer. If the amount deducted from the Cash Payment at Closing exceeds the total shortfall from the Minimum Closing Date Net Working Capital, then within ten (10) Business Days of the final determination of the Closing Date Net Working Capital Schedule, Buyer shall pay to Seller the amount required to cause the Cash Payment to be reduced only by the actual shortfall as finally determined. In no event shall this section be interpreted as requiring Buyer to pay an amount to Seller that would cause the Cash Payment to exceed the amount set forth in Section 2.6(b)(i). (f) As used in Section 2.8, the following terms shall have the respective meanings assigned to them below:

Net Working Capital Adjustment. The Purchase Price shall be increased (aor decreased) Within 60 days after by the Closing, Acquirer shall prepare amount by which the calculation actual Net Working Capital of the Company at Closing is more than (or less than) Target Net Working Capital (the “NWC CalculationsNet Working Capital Adjustment”). “Net Working Capital” means (A) by delivering current assets not including (i) cash, (ii) uncollected accounts receivable that were invoiced more than ninety (90) prior to the Stockholders’ Agent Closing Date, and/or (iii) the Retention Fund (as hereinafter defined), minus (B) current liabilities, each as determined using GAAP and the Company’s existing accounting practices, each applied on a notice consistent basis, with GAAP prevailing in the event of conflict. For clarification purposes, accruals and unrecorded liabilities will be deemed to have been recorded as of the Closing Date. “Target Net Working Capital” means Five Hundred Eight Thousand Dollars ($508,000). If the Net Working Capital Adjustment is positive, the amount thereof shall be paid by Buyer to Seller in immediately available funds. If the Net Working Capital Adjustment is negative, the amount thereof shall be paid by Seller to Buyer in immediately available funds. Within ninety (90) days after the Closing Date, Buyer will prepare and deliver to Seller a certificate (the “Acquirer NWC NoticeCertificate”) setting forth Acquirer), signed by Buyer, certifying Buyer’s calculation good faith determination of Company the actual Net Working Capital of the Company as of the Closing Date, and identifying any Net Working Capital Adjustments to the amount by which Company Purchase Price as a result of the actual Net Working Capital as calculated by Acquirer is of the Closing Date being greater than (or less than than) Target Net Working Capital. If Seller does not object to the calculation of actual Net Working Capital in the NWC Certificate within thirty (30) days after Seller’s receipt thereof, or more than Company accepts Buyer’s determination of Net Working Capital as set forth in the Company Closing Financial CertificateNWC Certificate during such thirty (30) day period, in each case together with supporting documentation, information and calculations. Any matters not expressly then the Purchase Price will be adjusted as set forth in the Acquirer NWC Notice shall be deemed to have been accepted by Acquirer, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in dispute. (b) The Stockholders’ Agent may object to the calculation of Company Net Working Capital set forth in the Acquirer NWC Notice by providing written notice of such objection to Acquirer within 30 days after Acquirer’s delivery of the Acquirer NWC Notice (the “Notice of Objection”), together with supporting documentation, information and calculations. Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Stockholders’ Agent on behalf of the Converting Holders, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in dispute. (c) If the Stockholders’ Agent timely provides the Notice of Objection, then Acquirer and the Stockholders’ Agent shall confer in good faith for a period of up to ten Business Days following Acquirer’s timely receipt of the Notice of Objection in an attempt to resolve any disputed matter set forth in the Notice of ObjectionCertificate, and any resolution by them shall be in writing and shall be final and binding on the parties hereto and the Converting Holders. (d) If, after the ten Business Day period payment or set forth in Section 1.6(c), Acquirer and the Stockholders’ Agent cannot resolve any matter set forth in the Notice of Objection, then Acquirer and the Stockholders’ Agent shall engage a nationally or regionally recognized independent accounting firm acceptable to both Acquirer and the Stockholders’ Agent, with which neither has an existing relationship (the “Independent Accountant”) to review only the matters in the Notice of Objection that are still disputed by Acquirer and the Stockholders’ Agent and the NWC Calculations to the extent relevant thereto. After such review and a review of the Company’s relevant books and records, the Independent Accountant shall promptly (and in any event within 60 days following its engagement) determine the resolution of such remaining disputed matters, which determination shall be final and binding on the parties hereto and the Converting Holders, and the Independent Accountant shall provide Acquirer and the Stockholders’ Agent with a calculation of Company Net Working Capital in accordance with such determination. (e) In the event that Acquirer and Stockholders’ Agent submit any unresolved objections with respect to the Company Net Working Capital to the Independent Accountant for resolution as provided in Section 1.6(d), Acquirer and the Stockholders’ Agent (on behalf of the Converting Holders) shall each pay their own fees and expenses. The costs and charges of the Independent Accountant will be allocated between the parties based on the inverse of the percentage its determination (before such allocation) bears to the aggregate amount of the items in dispute as originally submitted to the Independent Accountant. By way of illustration and not limitation, assuming the items in dispute total an amount equal to $1,000 and the Independent Accountant awards $600 in favor of the Stockholders’ Agent’s position, 60% of the costs of its review would be borne by Acquirer and 40% of such costs would be borne by the Converting Holders. (f) In the event the Company Net Working Capital as finally determined pursuant to Section 1.6off, as the case may be, shall be (made in accordance with this Section 1.3(c). If Seller objects to the “Closing Net Working Capital”) is less than the Company calculation of actual Net Working Capital calculated in the Company Closing Financial NWC Certificate, then Seller must notify Buyer in writing of such objection within thirty (30) days after Seller’s receipt thereof (such notice setting forth in reasonable detail the Converting Holders shall severally but basis for such objection, an “Objection Notice”). During such thirty (30) day period (i.e. being that period during which Seller must determine whether or not jointlyto accept Buyer’s NWC Certificate), based on their respective Pro Rata ShareBuyer will permit Seller or his delegates access to such work papers relating to the preparation of the NWC Certificate, indemnify and hold harmless Acquirer, without any objection by as may be reasonably necessary to permit Seller to review in detail the Stockholders’ Agent, for manner in which the amount that the Closing Net Working Capital is less than the Company Net Working Capital calculated in the Company Closing Financial NWC Certificate and Acquirer shall be entitled recover such amount from the Holdback Fundwas prepared, and then to the extent any amount still remains, from the Converting Holders in accordance with their Pro Rata Share of such final remainder. (g) Acquirer’s right to indemnification all information received pursuant to this Section 1.6 1.3(c) will not be kept confidential by the Party receiving it. Buyer and Seller will thereafter negotiate in good faith to resolve any such objections. Upon disposal of the dispute, the Working Net Capital Adjustment will be subject to any of the limitations set forth in Article VI. Any payments made pursuant to this Section 1.6 shall be treated as adjustments to the Total Merger Consideration for all Tax purposes to the maximum extent permitted under Applicable Lawpayment within ten (10) business days.

Net Working Capital Adjustment. (a) Within 60 sixty (60) days after the ClosingClosing Date, Acquirer Buyer shall prepare the deliver to Seller a statement audited by Price Waterhouse, L.L.P. setting forth its calculation of Company the Net Working Capital as of the Closing Date, prepared as described herein (the “NWC Calculations”) by delivering to "Statement of Net Working Capital"). The Statement of Net Working Capital shall be prepared in accordance with the Stockholders’ Agent a notice (the “Acquirer NWC Notice”) setting forth Acquirer’s calculation definition of Company Net Working Capital and shall give effect to the amount by which elimination of intercompany receivables and payables between Seller or its affiliates on the one hand, and the Company or its Subsidiaries on the other, as provided in Section 6.9 hereof. Seller and KPMG Peat Marwick, L.L.P. shall have the right to be present to observe the taking of any physical inventory in conjunction with the preparation of Buyer's calculation of the Statement of Net Working Capital as calculated by Acquirer is less than or more than Company Net Working Capital as set forth and may review and examine the procedures, books, records and work papers used in the Company Closing Financial Certificate, in each case together with supporting documentation, information and calculations. Any matters not expressly set forth in the Acquirer NWC Notice shall be deemed to have been accepted by Acquirer, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in disputeits preparation. (b) Unless Seller, within sixty (60) days after receipt of the Statement of Net Working Capital, notifies Buyer that it objects to the computation contained therein, specifying the basis for such objection, Buyer's calculation of the closing Net Working Capital shall be binding upon the parties. The Stockholders’ Agent may object computation of the Net Working Capital shall not be disputed as to accounting principles so long as the principles and procedures used to compute it are consistent with those described in the definition of Net Working Capital in Section 1.1 hereof. If Buyer and Seller are unable to agree upon the calculation of Company Net Working Capital set forth in within sixty (60) days after any such notification has been given by Seller or within a mutually agreed to extended time period, the Acquirer NWC Notice by providing written notice controversy shall be referred to a mutually acceptable independent accounting firm for a final determination thereof. Such determination shall be binding upon the parties, absent manifest error. The parties shall share equally the fees and expenses of such objection to Acquirer within 30 days after Acquirer’s delivery of the Acquirer NWC Notice (the “Notice of Objection”), together with supporting documentation, information and calculations. Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Stockholders’ Agent on behalf of the Converting Holders, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in disputefirm. (c) If The Company shall pay to Seller the Stockholders’ Agent timely provides amount by which the Notice of Objectionfinal closing Net Working Capital exceeds $131,150,000, then Acquirer or Seller shall pay to the Company the amount by which $131,150,000 exceeds the final closing Net Working Capital, such payment to be made in accordance with Section 2.6(d), and in either case such payment shall be deemed an adjustment to the Stockholders’ Agent shall confer in good faith for a period of up Merger Consideration payable pursuant to ten Business Days following Acquirer’s timely receipt Section 2.5. Notwithstanding the foregoing, if the total net payment that would be made by reason of the Notice of Objection in an attempt foregoing is less than $250,000, such payment shall not be made and there will be no adjustment to resolve any disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and binding on the parties hereto and the Converting HoldersMerger Consideration. (d) If, after the ten Business Day period set forth in Any payment required under Section 1.6(c), Acquirer and the Stockholders’ Agent cannot resolve any matter set forth in the Notice of Objection, then Acquirer and the Stockholders’ Agent shall engage a nationally or regionally recognized independent accounting firm acceptable to both Acquirer and the Stockholders’ Agent, with which neither has an existing relationship (the “Independent Accountant”2.6(c) to review only the matters in the Notice of Objection that are still disputed by Acquirer and the Stockholders’ Agent and the NWC Calculations to the extent relevant thereto. After such review and a review of the Company’s relevant books and records, the Independent Accountant shall promptly (and in any event within 60 days following its engagement) determine the resolution of such remaining disputed matters, which determination shall be final and binding on the parties hereto and the Converting Holders, and the Independent Accountant shall provide Acquirer and the Stockholders’ Agent with a calculation delivered by wire transfer of Company Net Working Capital immediately available funds in accordance with such determination. (e) In the event that Acquirer instructions of the appropriate recipient, together with interest thereon for each day from and Stockholders’ Agent submit any unresolved objections with respect including the Closing Date to, but excluding, the date of payment, at a rate per annum equal to the Company Interest Rate, (i) within the lesser of sixty-five (65) days after delivery by Buyer of the Statement of Net Working Capital Capital, or five (5) business days after Seller notifies Buyer that it does not object to the Independent Accountant for resolution as provided in Section 1.6(d)Statement of Net Working Capital; or (ii) if Seller shall have objected to the Statement of Net Working Capital, Acquirer and the Stockholders’ Agent within five (on behalf 5) business days following final determination of the Converting Holders) shall each pay their own fees and expenses. The costs and charges of the Independent Accountant will be allocated between the parties based on the inverse of the percentage its determination (before such allocation) bears to the aggregate amount of the disputed items in dispute as originally submitted to the Independent Accountant. By way of illustration and not limitation, assuming the items in dispute total an amount equal to $1,000 and the Independent Accountant awards $600 in favor of the Stockholders’ Agent’s position, 60% of the costs of its review would be borne by Acquirer and 40% of such costs would be borne by the Converting Holders. (f) In the event the Company Net Working Capital as finally determined pursuant to Section 1.6, as the case may be (the “Closing Net Working Capital”) is less than the Company Net Working Capital calculated in the Company Closing Financial Certificate, the Converting Holders shall severally but not jointly, based on their respective Pro Rata Share, indemnify and hold harmless Acquirer, without any objection by the Stockholders’ Agent, for the amount that the Closing Net Working Capital is less than the Company Net Working Capital calculated in the Company Closing Financial Certificate and Acquirer shall be entitled recover such amount from the Holdback Fund, and then to the extent any amount still remains, from the Converting Holders in accordance with their Pro Rata Share of such final remainder2.6(b). (g) Acquirer’s right to indemnification pursuant to this Section 1.6 will not be subject to any of the limitations set forth in Article VI. Any payments made pursuant to this Section 1.6 shall be treated as adjustments to the Total Merger Consideration for all Tax purposes to the maximum extent permitted under Applicable Law."

Net Working Capital Adjustment. (a) Within 60 days after The amount of the ClosingPurchase Price set forth in Section 2.6 above was determined, Acquirer shall prepare in part, based upon the calculation of Company assumption that the Closing Date Net Working Capital will equal at least Eight Million Dollars ($8,000,000) (the “NWC Calculations”) by delivering to the Stockholders’ Agent a notice (the “Acquirer NWC Notice”) setting forth Acquirer’s calculation of Company "Minimum Closing Date Net Working Capital and Capital"). The amount of the Purchase Price shall be adjusted dollar for dollar downward by the amount by which Company Net Working Capital as calculated by Acquirer is less than or more than Company Net Working Capital as set forth in the Company Closing Financial Certificate, in each case together with supporting documentation, information and calculations. Any matters not expressly set forth in the Acquirer NWC Notice shall be deemed to have been accepted by Acquirer, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in dispute. (b) The Stockholders’ Agent may object to the calculation of Company Net Working Capital set forth in the Acquirer NWC Notice by providing written notice of such objection to Acquirer within 30 days after Acquirer’s delivery of the Acquirer NWC Notice (the “Notice of Objection”), together with supporting documentation, information and calculations. Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Stockholders’ Agent on behalf of the Converting Holders, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in dispute. (c) If the Stockholders’ Agent timely provides the Notice of Objection, then Acquirer and the Stockholders’ Agent shall confer in good faith for a period of up to ten Business Days following Acquirer’s timely receipt of the Notice of Objection in an attempt to resolve any disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and binding on the parties hereto and the Converting Holders. (d) If, after the ten Business Day period set forth in Section 1.6(c), Acquirer and the Stockholders’ Agent cannot resolve any matter set forth in the Notice of Objection, then Acquirer and the Stockholders’ Agent shall engage a nationally or regionally recognized independent accounting firm acceptable to both Acquirer and the Stockholders’ Agent, with which neither has an existing relationship (the “Independent Accountant”) to review only the matters in the Notice of Objection that are still disputed by Acquirer and the Stockholders’ Agent and the NWC Calculations to the extent relevant thereto. After such review and a review of the Company’s relevant books and records, the Independent Accountant shall promptly (and in any event within 60 days following its engagement) determine the resolution of such remaining disputed matters, which determination shall be final and binding on the parties hereto and the Converting Holders, and the Independent Accountant shall provide Acquirer and the Stockholders’ Agent with a calculation of Company Net Working Capital in accordance with such determination. (e) In the event that Acquirer and Stockholders’ Agent submit any unresolved objections with respect to the Company Net Working Capital to the Independent Accountant for resolution as provided in Section 1.6(d), Acquirer and the Stockholders’ Agent (on behalf of the Converting Holders) shall each pay their own fees and expenses. The costs and charges of the Independent Accountant will be allocated between the parties based on the inverse of the percentage its determination (before such allocation) bears to the aggregate amount of the items in dispute as originally submitted to the Independent Accountant. By way of illustration and not limitation, assuming the items in dispute total an amount equal to $1,000 and the Independent Accountant awards $600 in favor of the Stockholders’ Agent’s position, 60% of the costs of its review would be borne by Acquirer and 40% of such costs would be borne by the Converting Holders. (f) In the event the Company Net Working Capital as finally determined pursuant to Section 1.6, as the case may be (the “Closing Net Working Capital”) is less than the Company Net Working Capital calculated in the Company Closing Financial Certificate, the Converting Holders shall severally but not jointly, based on their respective Pro Rata Share, indemnify and hold harmless Acquirer, without any objection by the Stockholders’ Agent, for the amount that the Closing Date Net Working Capital is less than the Company Minimum Closing Date Net Working Capital. (b) Three Business Days prior to Closing, Seller shall deliver to Buyer an estimated computation of the Closing Date Net Working Capital, in form and substance reasonably acceptable to Buyer. If the Minimum Closing Date Net Working Capital calculated in exceeds such estimated Closing Date Net Working Capital, the Company Closing Financial Certificate and Acquirer Cash Payment shall be entitled recover such amount from the Holdback Fund, and then to the extent any amount still remains, from the Converting Holders reduced as provided in accordance with their Pro Rata Share of such final remainderSection 2.6(b). (gc) Acquirer’s Seller shall prepare and deliver its final determination of Closing Date Net Working Capital no later than thirty (30) days after the Closing Date. Buyer shall have the right to indemnification pursuant review the Books and Records of Seller on a consolidated basis for a period of sixty (60) days after the receipt of such determination from Seller to this Section 1.6 verify and confirm the accuracy thereof (such period to be extended each day Buyer is not afforded full access to the Books and Records it may request). If, after such review, Buyer agrees with Seller's determination of Closing Date Net Working Capital, Buyer shall promptly notify Seller of its agreement. If, after such review, Buyer objects to Seller's determination of Closing Date Net Working Capital, Buyer shall promptly provide Seller with a statement indicating the basis for its objections (the "Objection Notice"), and Buyer and Seller shall meet and confer in an effort to resolve such disagreement in good faith. The failure of Buyer to provide an Objection Notice within sixty (60) days after receipt of Seller's determination of Closing Date Net Working Capital shall be deemed its agreement that Seller's determination of Closing Date Net Working Capital is the "Closing Date Net Working Capital Schedule." (d) As soon as practicable following the date of delivery of an Objection Notice, each party shall appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve the Objection Notice. The parties intend that these negotiations be conducted by experienced business representatives empowered to decide the issues. The business representatives will not be subject meet and attempt to any resolve the Objection Notice within fifteen (15) calendar days after the date of the limitations Objection Notice. If the business representatives resolve the dispute, such resolution will be memorialized in a written settlement and release agreement. If the business representatives do not resolve the dispute within thirty (30) days following receipt of the Objection Notice, then the Closing Date Net Working Capital shall be determined by KPMG LLP or, if such firm is unavailable or unwilling to serve in such capacity, such other nationally known independent firm of certified public accountants mutually agreeable to Buyer and Seller (the "Accountants") by reference to the specific objections set forth in Article VIBuyer's Objection Notice. Any payments made pursuant to this Section 1.6 The determination shall be treated made as adjustments soon as practicable after submission of the dispute unless Buyer and Seller otherwise agree. If issues in dispute are submitted to the Total Merger Consideration Accountants for all Tax purposes resolution, (i) each party shall furnish to the maximum extent permitted Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party, and shall be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants of the Closing Date Net Working Capital, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) the fees and expenses of the Accountants for such determination shall be awarded to the prevailing party, as determined by the Accountants (who may also determine there is no prevailing party, in which case such fees and expenses shall be shared equally). Each party agrees to execute promptly any engagement letter reasonably requested by the Accountants. (e) When the Closing Date Net Working Capital Schedule is issued by the Accountants or otherwise agreed to, if the amount of Closing Date Net Working Capital is both less than the Minimum Closing Date Net Working Capital and less than the amount estimated under Applicable Law.subsection (b) above, then, within ten (10) Business Days after such final determination of the Closing Date Net Working Capital, an amount equal to the difference between the total shortfall from the Minimum Closing Date Net Working Capital and the amount actually deducted from the Cash Payment at Closing shall be paid by Seller to Buyer. If the amount deducted from the Cash Payment at Closing exceeds the total shortfall from the Minimum Closing Date Net Working Capital, then within ten (10) Business Days of the final determination of the Closing Date Net Working Capital Schedule, Buyer shall pay to Seller the amount required to cause the Cash Payment to be reduced only by the actual shortfall as finally