Common use of Net Working Capital Adjustment Clause in Contracts

Net Working Capital Adjustment. (a) No later than two Business Days prior to the Closing Date, the Seller shall prepare in good faith (in consultation with the Purchaser) and deliver to the Purchaser a certificate executed by the Seller’s Chief Financial Officer (the “Estimated Closing Certificate”) setting forth (i) the estimated amount of Net Working Capital as of the Closing Date (the “Estimated Working Capital”) and (ii) the amount, if any, by which the Estimated Working Capital differs from the Working Capital Threshold, which amount will either be a positive number (if the Estimated Working Capital exceeds the Working Capital Threshold) or a negative number (if the Estimated Working Capital is less than the Working Capital Threshold). The Estimated Closing Certificate shall be used to make a preliminary adjustment to the Purchase Price pursuant to Section 3.3(b), subject to further adjustment in accordance with Section 3.3(d). (b) In the event that the Estimated Working Capital is less than $8,795,909 (the “Working Capital Threshold”), the Purchase Price shall be reduced by an amount equal to the amount by which the Estimated Working Capital is less than the Working Capital Threshold. In the event that the Estimated Working Capital is greater than the Working Capital Threshold, the Purchase Price shall be increased by an amount equal to the amount by which the Estimated Working Capital exceeds the Working Capital Threshold. (c) Within one hundred twenty (120) days after the Closing Date, the Purchaser shall prepare in good faith and deliver to the Seller a certificate setting forth, in reasonable detail, its determination of Net Working Capital as of 12:01 a.m. on the Closing Date (the “Final Closing Certificate”). The Seller shall have thirty (30) Business Days from the date on which the Final Closing Certificate has been delivered to it to raise any objection(s) to the Final Closing Certificate, by delivery of written notice to the Purchaser setting forth such objection(s) in reasonable detail (the “Disputed Items”). The Seller shall be deemed to have agreed with all items and amounts in the Final Closing Certificate not specifically referenced as a Disputed Item. In the event that the Seller does not deliver any such objection(s) with respect to the Final Closing Certificate within such thirty (30) Business Day period, then the Closing Certificate shall be deemed final for purposes of this Section 3.3. In the event that any such objection(s) are so delivered by the Seller, the Closing Certificate shall be deemed not final and the Purchaser and the Seller shall attempt, in good faith, to resolve the Disputed Items and, if they are unable to resolve all of the Disputed Items within twenty (20) Business Days of delivery of such notice by the Seller, shall, within five (5) Business Days thereafter (or such earlier date as mutually agreed), submit the Disputed Items to an accounting firm selected by mutual agreement of the Purchaser and the Seller (the “Independent Accounting Firm”). The Purchaser and the Seller shall provide to the Independent Accounting Firm all work papers and back-up materials relating to the Disputed Items requested by the Independent Accounting Firm to the extent available to the Purchaser or its Affiliates or the Seller. The Purchaser and the Seller shall be afforded the opportunity to present to the Independent Accounting Firm any material related to the Disputed Items and to discuss the issues with the Independent Accounting Firm; provided, however, that any materials so provided to the Independent Accounting Firm shall also be made available to the other Party hereto. The Independent Accounting Firm shall be authorized to resolve only those items remaining in dispute between the Parties in accordance with the provisions of this Section 3.3(c) within the range of the difference between the Purchaser’s position with respect thereto and the Seller’s position with respect thereto. The determination by the Independent Accounting Firm, as set forth in a notice to be delivered to the Purchaser and the Seller within thirty (30) days after the submission of the Disputed Items to the Independent Accounting Firm, shall be final, binding and conclusive on the Purchaser and the Seller. The fees and expenses of the Independent Accounting Firm shall be split equally between the Purchaser and the Seller, and the fees and disbursements of the representatives of each Party incurred in connection with their preparation or review of the Final Closing Certificate and preparation or review of any Disputed Items, as applicable, shall be borne by such Party. The final Net Working Capital reflected in the Closing Certificate, as revised to reflect the resolution of any Disputed Items by the Purchaser and the Seller and/or the Independent Accounting Firm, shall be deemed to be the “Final Working Capital.” (d) At such time as the Closing Certificate shall become final in accordance with Section 3.3(c), the Estimated Working Capital shall be compared to the Final Working Capital. In the event that the Final Working Capital is less than the Estimated Working Capital, the Seller shall pay to the Purchaser within five (5) Business Days, by delivery of a wire transfer of immediately available funds, a cash payment in the amount equal to the amount by which the Final Working Capital is less than the Estimated Working Capital. In the event that the Final Working Capital is greater than the Estimated Working Capital, the Purchaser shall pay to the Seller within five (5) Business Days, by delivery of a wire transfer of immediately available funds, a cash payment in the amount equal to the amount by which the Final Working Capital exceeds the Estimated Working Capital.

Net Working Capital Adjustment. (a) No later than two Business Days prior The Purchase Price shall be adjusted upward to the Closing Date, extent the Seller shall prepare in good faith (in consultation with the Purchaser) and deliver to the Purchaser a certificate executed by the SellerCompany’s Chief Financial Officer (the “Estimated Closing Certificate”) setting forth (i) the estimated amount of Net Working Capital (as defined below) as of the Closing Date is found to have exceeded One Hundred Twenty Thousand Dollars ($120,000) or decreased if found less than that amount as set forth herein. For purposes hereof, the term “Estimated Net Working Capital”) and (ii) ” means the amountaggregate amount of the current assets of the Company less the current liabilities of the Company, if anyin each case determined on a consistent basis with the Company’s past practice. The Company shall submit an estimate to Buyer, at the Closing, of its Net Working Capital. Buyer shall either pay the Company, in cash, the amount by which the Estimated Working Capital differs from the Working Capital Threshold, which amount will either be a positive number (if the Estimated Net Working Capital exceeds the Working Capital ThresholdOne Hundred Twenty Thousand Dollars ($120,000) or a negative number (if will deduct from the Estimated Purchase Price, the amount by which the Net Working Capital is less than the Working Capital ThresholdOne Hundred Twenty Thousand Dollars ($120,000). The Estimated Closing Certificate shall be used to make a preliminary adjustment to the Purchase Price pursuant to Section 3.3(b)As soon as practicable, subject to further adjustment but in accordance with Section 3.3(d). (b) In the any event that the Estimated Working Capital is less than $8,795,909 (the “Working Capital Threshold”), the Purchase Price shall be reduced by an amount equal to the amount by which the Estimated Working Capital is less than the Working Capital Threshold. In the event that the Estimated Working Capital is greater than the Working Capital Threshold, the Purchase Price shall be increased by an amount equal to the amount by which the Estimated Working Capital exceeds the Working Capital Threshold. (c) Within within one hundred twenty days (120) days after the Closing Date, the Purchaser Buyer shall prepare in good faith and deliver to the Seller a certificate setting forth, in reasonable detail, its determination of calculate Net Working Capital as of 12:01 a.m. on the Closing Date (consistent with the accounting practices used in the Financial Statements) and shall prepare and deliver to the Company a certificate, certified by the Chief Financial Officer of the Buyer, setting forth the Buyer’s computations of Net Working Capital at the Closing, and further setting forth the amount of any shortfall (the “Final Closing CertificateShortfall”)) or excess (the “Excess”) from the amounts previously paid to the Company or deducted from the Purchase Price, as the case may be. The Seller Company shall be obligated to pay to the Buyer any Shortfall, and the Buyer shall be obligated to pay to the Company any Excess. If there is an Excess, such certificate shall be transmitted with the amount of the Excess. After such certificate has been delivered to the Company, the Company shall have a period of thirty (30) Business Days days to review such computations and either (i) if a Shortfall is shown, pay to the Buyer, in accordance with Section 2.06 hereof, the full amount of the Shortfall, or (ii) present its good faith, specific, objections to such computations and their accuracy, if any, to the Buyer. To the extent the reason for any Shortfall would otherwise give rise to a claim for indemnity hereunder, any payment of a Shortfall shall reduce the claim for indemnity by a like amount. The Buyer shall provide the Company or its representatives with copies of or reasonable access to the Buyer’s books and records as the Company may reasonably request for purposes of verifying such computations. Such certificate, and the Company’s obligation to pay to the Buyer the Shortfall, or the Buyer’s obligation to pay the Excess, shall be final and conclusive unless objected to by the Company in writing within such 30-day period. During the fifteen (15) days after the Buyer’s receipt of any such written objection from the date on which Company, the Final Closing Certificate has been delivered Company and the Buyer shall attempt to it reach agreement upon the calculations of Net Working Capital and the amount of the Shortfall or Excess, as applicable. If the Company and the Buyer are unable to raise any objection(s) to agree upon such computations within such 15-day period, then the Final Closing Certificate, by delivery of written notice to the Purchaser setting forth such objection(s) in reasonable detail (the “Disputed Items”). The Seller matter shall be deemed to have agreed with all items and amounts in the Final Closing Certificate not specifically referenced as a Disputed Item. In the event that the Seller does not deliver any such objection(s) with respect to the Final Closing Certificate submitted within such thirty (30) Business Day days to a mutually agreeable third-party firm of independent certified public accountants of regional or national reputation (the “Arbitrator”); provided that, if the parties are unable to mutually agree on the selection of the Arbitrator within such thirty-day period, then each of the Closing Certificate Company and the Buyer shall appoint a third-party firm of independent certified public accountants of regional or national reputation and those two firms shall select the Arbitrator, which shall be deemed final for purposes another third-party firm of this Section 3.3independent certified public accountants of regional or national reputation. In The Arbitrator shall render a written decision to the event that any such objection(sCompany and the Buyer within thirty (30) are so delivered calendar days after it has been retained, which decision shall be final, and whose fees shall be paid one-half by the Seller, Company and one-half by the Closing Certificate Buyer. A payment of or a difference then due shall be deemed not final and the Purchaser and the Seller shall attempt, in good faith, to resolve the Disputed Items and, if they are unable to resolve all of the Disputed Items within twenty (20) Business Days of delivery of such notice made by the SellerBuyer or the Company, shallas applicable, within five (5) Business Days thereafter (or such earlier date as mutually agreed), submit the Disputed Items to an accounting firm selected by mutual agreement of the Purchaser and the Seller (the “Independent Accounting Firm”). The Purchaser and the Seller shall provide to the Independent Accounting Firm all work papers and back-up materials relating to the Disputed Items requested by the Independent Accounting Firm to the extent available to the Purchaser or its Affiliates or the Seller. The Purchaser and the Seller shall be afforded the opportunity to present to the Independent Accounting Firm any material related to the Disputed Items and to discuss the issues with the Independent Accounting Firm; provided, however, that any materials so provided to the Independent Accounting Firm shall also be made available to the other Party hereto. The Independent Accounting Firm shall be authorized to resolve only those items remaining in dispute between the Parties in accordance with the provisions of this Section 3.3(c) within the range of the difference between the Purchaser’s position with respect thereto and the Seller’s position with respect thereto. The determination by the Independent Accounting Firm, as set forth in a notice to be delivered to the Purchaser and the Seller within thirty (30) business days after the submission of the Disputed Items to the Independent Accounting Firm, shall be final, binding and conclusive on the Purchaser and the Seller. The fees and expenses of the Independent Accounting Firm shall be split equally between the Purchaser and the Seller, and the fees and disbursements of the representatives of each Party incurred in connection with their preparation or review of the Final Closing Certificate and preparation or review of any Disputed Items, as applicable, shall be borne by such Party. The final Net Working Capital reflected in the Closing Certificate, as revised to reflect the resolution of any Disputed Items by the Purchaser and the Seller and/or the Independent Accounting Firm, shall be deemed to be the “Final Working Capitaldecision.” (d) At such time as the Closing Certificate shall become final in accordance with Section 3.3(c), the Estimated Working Capital shall be compared to the Final Working Capital. In the event that the Final Working Capital is less than the Estimated Working Capital, the Seller shall pay to the Purchaser within five (5) Business Days, by delivery of a wire transfer of immediately available funds, a cash payment in the amount equal to the amount by which the Final Working Capital is less than the Estimated Working Capital. In the event that the Final Working Capital is greater than the Estimated Working Capital, the Purchaser shall pay to the Seller within five (5) Business Days, by delivery of a wire transfer of immediately available funds, a cash payment in the amount equal to the amount by which the Final Working Capital exceeds the Estimated Working Capital.

Net Working Capital Adjustment. (a) No later than two Business Days prior to Within sixty (60) days after the Closing Date, the Seller Buyer shall prepare in good faith (in consultation with the Purchaser) and deliver to the Purchaser Seller a certificate executed statement audited by the Seller’s Chief Financial Officer (the “Estimated Closing Certificate”) Price Waterhouse, L.L.P. setting forth (i) its calculation of the estimated amount of Net Working Capital as of the Closing Date Date, prepared as described herein (the “Estimated "Statement of Net Working Capital”) and (ii) the amount, if any, by which the Estimated Working Capital differs from the Working Capital Threshold, which amount will either be a positive number (if the Estimated Working Capital exceeds the Working Capital Threshold) or a negative number (if the Estimated Working Capital is less than the Working Capital Threshold"). The Estimated Closing Certificate Statement of Net Working Capital shall be used to make a preliminary adjustment to the Purchase Price pursuant to Section 3.3(b), subject to further adjustment prepared in accordance with the definition of Net Working Capital and shall give effect to the 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 3.3(d)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 and may review and examine the procedures, books, records and work papers used in its preparation. (b) In Unless Seller, within sixty (60) days after receipt of the event Statement of Net Working Capital, notifies Buyer that it objects to the Estimated computation contained therein, specifying the basis for such objection, Buyer's calculation of the closing Net Working Capital is less than $8,795,909 (shall be binding upon the “parties. The computation of the Net Working Capital Threshold”)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 Net Working Capital within sixty (60) days after any such notification has been given by Seller or within a mutually agreed to extended time period, the 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 firm. (c) The Base Purchase Price shall be reduced either increased by an amount equal to the amount by which the Estimated final closing Net Working Capital is less than the Working Capital Threshold. In the event that the Estimated Working Capital is greater than the Working Capital Threshold, the Purchase Price shall be increased exceeds $131,150,000 or decreased by an amount equal to the amount by which $131,150,000 exceeds the Estimated final closing Net Working Capital exceeds (the Working Capital ThresholdBase Purchase Price as so increased or decreased being referred to herein as the "Final Purchase Price"). Notwithstanding the foregoing, if the total net adjustment to the Base Purchase Price that would be made by reason of the foregoing is less than $250,000, such adjustment shall not be made and the Final Purchase Price shall equal the Base Purchase Price. (cd) Within one hundred twenty Any Base Purchase Price adjustment payment required under Section 2.3(c) shall be delivered in accordance with the instructions of the appropriate recipient, together with interest thereon for each day from and including the Closing Date to, but excluding, the date of payment, at a rate per annum equal to the Interest Rate, (120i) within the lesser of sixty-five (65) days after delivery by Buyer of the Closing Date, the Purchaser shall prepare in good faith and deliver to the Seller a certificate setting forth, in reasonable detail, its determination Statement of Net Working Capital as Capital, or five (5) business days after Seller notifies Buyer that it does not object to the Statement of 12:01 a.m. on the Closing Date Net Working Capital; or (the “Final Closing Certificate”). The ii) if Seller shall have thirty (30) Business Days from the date on which the Final Closing Certificate has been delivered to it to raise any objection(s) objected to the Final Closing Certificate, by delivery Statement of written notice to the Purchaser setting forth such objection(s) in reasonable detail (the “Disputed Items”). The Seller shall be deemed to have agreed with all items and amounts in the Final Closing Certificate not specifically referenced as a Disputed Item. In the event that the Seller does not deliver any such objection(s) with respect to the Final Closing Certificate within such thirty (30) Business Day period, then the Closing Certificate shall be deemed final for purposes of this Section 3.3. In the event that any such objection(s) are so delivered by the Seller, the Closing Certificate shall be deemed not final and the Purchaser and the Seller shall attempt, in good faith, to resolve the Disputed Items and, if they are unable to resolve all of the Disputed Items within twenty (20) Business Days of delivery of such notice by the Seller, shallNet Working Capital, within five (5) Business Days thereafter (or such earlier date as mutually agreed), submit the Disputed Items to an accounting firm selected by mutual agreement business days following final determination of the Purchaser and the Seller disputed items pursuant to Section 2.3(b). (the “Independent Accounting Firm”). The Purchaser and the Seller shall provide e) Any delivery or payment called for by this Article II on or prior to the Independent Accounting Firm all work papers and back-up materials relating to the Disputed Items requested by the Independent Accounting Firm to the extent available to the Purchaser or its Affiliates or the Seller. The Purchaser and the Seller shall be afforded the opportunity to present to the Independent Accounting Firm any material related to the Disputed Items and to discuss the issues with the Independent Accounting Firm; provided, however, that any materials so provided to the Independent Accounting Firm shall also be made available to the other Party hereto. The Independent Accounting Firm shall be authorized to resolve only those items remaining in dispute between the Parties in accordance with the provisions of this Section 3.3(c) within the range of the difference between the Purchaser’s position with respect thereto and the Seller’s position with respect thereto. The determination by the Independent Accounting Firm, as set forth in a notice to be delivered to the Purchaser and the Seller within thirty (30) days after the submission of the Disputed Items to the Independent Accounting Firm, shall be final, binding and conclusive on the Purchaser and the Seller. The fees and expenses of the Independent Accounting Firm shall be split equally between the Purchaser and the Seller, and the fees and disbursements of the representatives of each Party incurred in connection with their preparation or review of the Final Closing Certificate and preparation or review of any Disputed Items, as applicable, shall be borne by such Party. The final Net Working Capital reflected in the Closing Certificate, as revised to reflect the resolution of any Disputed Items by the Purchaser and the Seller and/or the Independent Accounting Firm, date which is not a business day shall be deemed to be timely made if made on the “Final Working Capitalnext business day following such date.” (d) At such time as the Closing Certificate shall become final in accordance with Section 3.3(c), the Estimated Working Capital shall be compared to the Final Working Capital. In the event that the Final Working Capital is less than the Estimated Working Capital, the Seller shall pay to the Purchaser within five (5) Business Days, by delivery of a wire transfer of immediately available funds, a cash payment in the amount equal to the amount by which the Final Working Capital is less than the Estimated Working Capital. In the event that the Final Working Capital is greater than the Estimated Working Capital, the Purchaser shall pay to the Seller within five (5) Business Days, by delivery of a wire transfer of immediately available funds, a cash payment in the amount equal to the amount by which the Final Working Capital exceeds the Estimated Working Capital.

Net Working Capital Adjustment. (a) No later than two three (3) Business Days prior to the Closing Date, the Seller shall prepare in good faith (in consultation with the Purchaser) and deliver have delivered to the Purchaser a certificate executed by good faith estimate, reasonably acceptable to the Seller’s Chief Financial Officer (Purchaser, of the “Estimated Closing Certificate”) setting forth (i) the estimated amount of Net Working Capital of the Company as of the close of business on the Business Day immediately preceding the Closing Date (the “"Estimated Net Working Capital Statement"), which estimate shall set forth in reasonable detail the computation thereof and shall be prepared in a manner consistent with the computation of the Net Working Capital Target and the illustrative calculation set forth on Schedule 1.5 (the "Estimated Closing Date Net Working Capital”) and (ii) the amount, if any, by which "). If the Estimated Working Capital differs from the Working Capital Threshold, which amount will either be a positive number (if the Estimated Working Capital exceeds the Working Capital Threshold) or a negative number (if the Estimated Closing Date Net Working Capital is more than $100,000 less than the Net Working Capital ThresholdTarget (such difference the "Estimated Price Decrease"). The , the Estimated Closing Certificate Price Decrease shall be used to make a preliminary adjustment subtracted from the Closing Proceeds paid by the Purchaser to the Purchase Price Seller at the Closing pursuant to Section 3.3(b1.3. If the Estimated Closing Date Net Working Capital is more than $100,000 greater than the Net Working Capital Target (such difference, the "Estimated Price Increase"), subject the Estimated Price Increase shall be added to further adjustment in accordance with the Closing Proceeds paid by the Purchaser to the Seller at the Closing pursuant to Section 3.3(d)1.3. (b) In the event that the Estimated Working Capital is less than $8,795,909 Within ninety (the “Working Capital Threshold”), the Purchase Price shall be reduced by an amount equal to the amount by which the Estimated Working Capital is less than the Working Capital Threshold. In the event that the Estimated Working Capital is greater than the Working Capital Threshold, the Purchase Price shall be increased by an amount equal to the amount by which the Estimated Working Capital exceeds the Working Capital Threshold. (c) Within one hundred twenty (12090) days after following the Closing Date, the Purchaser shall prepare in good faith and deliver to the Seller a certificate statement setting forthforth its good faith calculation of the Closing Date Net Working Capital, which calculation shall set forth in reasonable detail, its determination detail the computation thereof and shall be prepared in a manner consistent with the computation of the Net Working Capital as Target and the illustrative calculation set forth on Schedule 1.5 (the "Preliminary Net Working Capital Statement"). The Purchaser shall provide the Seller and its representatives with reasonable access to the books and records of 12:01 a.m. on the Company and the individuals materially responsible for preparing the Preliminary Net Working Capital Statement relating to the calculation of the Closing Date (the “Final Closing Certificate”)Net Working Capital. The Seller shall have a period of thirty (30) Business Days from the date on which the Final Closing Certificate has been delivered days after receipt of that statement to it to raise any objection(s) provide an Objection Statement to the Final Closing CertificatePreliminary Net Working Capital Statement to the Purchaser, by delivery which includes Seller's good faith calculations of written notice such contested item or items. Failure of the Seller to deliver an Objection Statement to the Purchaser setting within such period will constitute an irrevocable acceptance of the Preliminary Net Working Capital Statement and all calculations set forth on such objection(s) in reasonable detail (the “Disputed Items”). The Seller shall be deemed to have agreed with all items and amounts in the Final Closing Certificate not specifically referenced as a Disputed ItemPreliminary Net Working Capital Statement. In the event that the Seller does not deliver any such objection(s) with respect to the Final Closing Certificate within such thirty (30) Business Day period, then the Closing Certificate shall bona fide and timely objection cannot be deemed final for purposes of this Section 3.3. In the event that any such objection(s) are so delivered by the Seller, the Closing Certificate shall be deemed not final and the Purchaser and the Seller shall attempt, in good faith, to resolve the Disputed Items and, if they are unable to resolve all of the Disputed Items within twenty (20) Business Days of delivery of such notice by the Seller, shall, within five (5) Business Days thereafter (or such earlier date as mutually agreed), submit the Disputed Items to an accounting firm selected by mutual agreement of the Purchaser and the Seller (the “Independent Accounting Firm”). The Purchaser and the Seller shall provide to the Independent Accounting Firm all work papers and back-up materials relating to the Disputed Items requested by the Independent Accounting Firm to the extent available to the Purchaser or its Affiliates or the Seller. The Purchaser and the Seller shall be afforded the opportunity to present to the Independent Accounting Firm any material related to the Disputed Items and to discuss the issues with the Independent Accounting Firm; provided, however, that any materials so provided to the Independent Accounting Firm shall also be made available to the other Party hereto. The Independent Accounting Firm shall be authorized to resolve only those items remaining in dispute resolved between the Parties in accordance with the provisions of this Section 3.3(c) within the range of the difference between the Purchaser’s position with respect thereto and the Seller’s position with respect thereto. The determination by the Independent Accounting Firm, as set forth in a notice to be delivered to the Purchaser and the Seller within thirty ten (3010) days after the submission Business Days of the Disputed Items Purchaser's receipt of the Seller's Objection Statement, the Parties shall engage an Arbiter for the purpose of resolving such dispute. The Arbiter shall consider only those items and amounts which are identified in such Objection Statement and which the Parties are unable to resolve. The Arbiter's determination shall be consistent with the Independent Accounting Firm, calculation of the Net Working Capital Target and shall be based on the illustrative calculation set forth on Schedule 1.5. The determination of the Arbiter shall be final, binding and conclusive on non-appealable by the Purchaser and the SellerParties. The fees and expenses of the Independent Accounting Firm Arbiter shall be split equally between the Purchaser and borne by (i) the Seller, on the one hand, and (b) the Purchaser, on the other hand, based on the percentage that the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party, and such allocation of fees and disbursements expenses shall be calculated by the Arbiter and such calculation shall be final and binding on the Parties. The Closing Date Net Working Capital as agreed and/or finally determined by the Arbiter, as applicable, pursuant to this Section 1.5 shall be referred to herein as the "Final Closing Date Net Working Capital". (c) If the Final Closing Date Net Working Capital is more than $100,000 greater than the Estimated Closing Date Net Working Capital (such difference, the "Surplus"), the Surplus shall be due from the Purchaser to the Seller. The Purchaser shall pay the Surplus in cash by wire transfer or delivery of other immediately available funds within three (3) Business Days of the representatives of each Party incurred in connection with their preparation or review final determination of the Final Closing Certificate and preparation or review of any Disputed Items, as applicable, shall be borne by such Party. The final Date Net Working Capital reflected in the Closing Certificate, as revised to reflect the resolution of any Disputed Items by the Purchaser and the Seller and/or the Independent Accounting Firm, shall be deemed to be the “Final Working Capital.” (d) At such time as the Closing Certificate shall become final in accordance with Section 3.3(c), the Estimated Working Capital shall be compared to If the Final Working Capital. In the event that the Final Closing Date Net Working Capital is more than $100,000 less than the Estimated Closing Date Net Working CapitalCapital (such difference, the "Deficit"), the Deficit shall be due from the Seller to the Purchaser. The Seller shall pay to the Purchaser Deficit in cash by wire transfer or delivery of other immediately available funds within five three (53) Business Days, by delivery Days of a wire transfer the final determination of immediately available funds, a cash payment in the amount equal to the amount by which the Final Working Capital is less than the Estimated Working Capital. In the event that the Final Working Capital is greater than the Estimated Working Capital, the Purchaser shall pay to the Seller within five (5) Business Days, by delivery of a wire transfer of immediately available funds, a cash payment in the amount equal to the amount by which the Final Working Capital exceeds the Estimated Closing Date Net Working Capital. (e) In calculating the Surplus and Deficit, the Parties will take into account any Estimated Price Increase or Estimated Price Decrease calculated at the Closing to ensure that any adjustment made pursuant to the Final Closing Date Net Working Capital does not duplicate an adjustment made pursuant to the Estimated Closing Date Net Working Capital.

Net Working Capital Adjustment. (a) No later than two Business Days prior to The amount of the Base Purchase Price set forth in Section 2.4.1 was determined, in part, based upon the assumption that the Closing Date, the Seller shall prepare in good faith (in consultation with the Purchaser) and deliver to the Purchaser a certificate executed by the Seller’s Chief Financial Officer (the “Estimated Closing Certificate”) setting forth (i) the estimated amount of Date Net Working Capital as of will be Six Million Dollars ($6,000,000.00) (the "Assumed Closing Date (the “Estimated Net Working Capital”) and (ii) the amount, if any, by which the Estimated Working Capital differs from the Working Capital Threshold, which amount will either be a positive number (if the Estimated Working Capital exceeds the Working Capital Threshold) or a negative number (if the Estimated Working Capital is less than the Working Capital Threshold"). The Estimated Closing Certificate shall be used to make a preliminary adjustment to Following the Purchase Price pursuant to Section 3.3(b)Closing, subject to further adjustment in accordance with this Section 3.3(d). (b) In the event that the Estimated Working Capital is less than $8,795,909 (the “Working Capital Threshold”)2.4.2, if applicable, the Purchase Price shall be reduced by an amount equal adjusted to reflect the amount by which the Estimated Working Capital is less than the Working Capital Threshold. In the event that the Estimated Working Capital is greater than the Working Capital Threshold, the Purchase Price shall be increased by an amount equal to the amount by which the Estimated Working Capital exceeds the Working Capital Threshold. (c) Within one hundred twenty (120) days after the Closing Date, the Purchaser shall prepare in good faith and deliver to the Seller a certificate setting forth, in reasonable detail, its determination of actual Net Working Capital as of 12:01 a.m. on the Closing Date ("Closing Date Net Working Capital") (provided that any Employee Liabilities which are paid out in cash by Seller or its Affiliates on or after the “Final Closing Certificate”Date shall not be included in the calculation of Closing Date Net Working Capital). This adjustment process shall be referred to as the "True Up." The True Up shall work as follows: if the Closing Date Net Working Capital is greater than Six Million Dollars ($6,000,000.00), then the Purchase Price shall be adjusted upward in an amount equal to the dollar amount by which the Closing Date Net Working Capital is greater than Six Million Dollars ($6,000,000.00). If the Closing Date Net Working Capital is less than Six Million Dollars ($6,000,000.00), the Purchase Price will be adjusted downward in an amount equal to the dollar amount by which the Closing Date Net Working Capital is less than Six Million Dollars (($6,000,000.00), provided that any downward adjustment shall be limited to a maximum of Six Million Dollars ($6,000,000.00). If the amount of the Purchase Price is adjusted upward from the Base Purchase Price pursuant to this Section 2.4.2, then within ten (10) Business Days after the final determination of the Closing Date Net Working Capital is made hereunder, Buyer shall pay to Seller an amount equal to the amount by which the Purchase Price exceeds the Base Purchase Price. If the amount of the Purchase Price is adjusted downward from the Base Purchase Price, then within ten (10) Business Days after the final determination of the Closing Date Net Working Capital is made hereunder, Seller shall have pay to Buyer an amount equal to the amount by which the Purchase Price is less than the Base Purchase Price. For purposes of illustration only, if as of the Closing Date the Trade Receivables are $7,000,000, the prepaid expenses are $1,000,000, and the Employee Liabilities are $500,000, then the Closing Date Net Working Capital would be $7,500,000, and Buyer would accordingly make an additional payment of $1,500,000 to Seller. (b) Within thirty (30) Business Days from following the date on which Closing Date, Seller shall prepare and deliver to Buyer a schedule (the Final "Closing Certificate has been delivered to it to raise any objection(sDate Net Working Capital Schedule") to the Final Closing Certificate, by delivery of written notice to the Purchaser setting forth such objection(s) in reasonable detail (including appropriate supporting documentation) Seller's good faith determination of the “Disputed Items”Closing Date Net Working Capital utilizing the same accounting methods, policies, practices, procedures and adjustments as were used in the preparation of the Carve-Out Financial Statements (and otherwise in accordance with GAAP). The Seller shall be deemed If Buyer objects to have agreed with all items and amounts in the Final Closing Certificate not specifically referenced as a Disputed Item. In the event that the Seller does not deliver any such objection(s) with respect to the Final Closing Certificate within such thirty (30) Business Day period, then amount reflected on the Closing Certificate shall be deemed final for purposes of this Section 3.3. In the event that any such objection(s) are so delivered by the SellerDate Net Working Capital Schedule, the Closing Certificate shall be deemed not final and the Purchaser and the Seller shall attemptBuyer must, in good faith, to resolve the Disputed Items and, if they are unable to resolve all of the Disputed Items within twenty (20) Business Days of delivery of after receipt thereof, give written notice (the "Buyer Objection Notice") to Seller specifying in reasonable detail Buyer's objections. Any item included on or omitted from the Closing Date Net Working Capital Schedule to which Buyer does not object in a Buyer Objection Notice shall be deemed to be accepted by Buyer and any amounts included within such notice by the item shall be deemed to be final, binding and conclusive. If Buyer does not give a Buyer Objection Notice within such time period, Seller, shall, within five (5) Business Days thereafter (or such earlier date as mutually agreed), submit the Disputed Items to an accounting firm selected by mutual agreement 's determinations of the Purchaser and amounts on the Seller (the “Independent Accounting Firm”). The Purchaser and the Seller shall provide to the Independent Accounting Firm all work papers and back-up materials relating to the Disputed Items requested by the Independent Accounting Firm to the extent available to the Purchaser or its Affiliates or the Seller. The Purchaser and the Seller shall be afforded the opportunity to present to the Independent Accounting Firm any material related to the Disputed Items and to discuss the issues with the Independent Accounting Firm; provided, however, that any materials so provided to the Independent Accounting Firm shall also be made available to the other Party hereto. The Independent Accounting Firm shall be authorized to resolve only those items remaining in dispute between the Parties in accordance with the provisions of this Section 3.3(c) within the range of the difference between the Purchaser’s position with respect thereto and the Seller’s position with respect thereto. The determination by the Independent Accounting Firm, as set forth in a notice to be delivered to the Purchaser and the Seller within thirty (30) days after the submission of the Disputed Items to the Independent Accounting Firm, Closing Date Net Working Capital Schedule shall be final, binding and conclusive on the Purchaser and Parties. (c) With respect to any disputed amounts concerning the Seller. The fees and expenses of the Independent Accounting Firm shall be split equally between the Purchaser and the Seller, and the fees and disbursements of the representatives of each Party incurred in connection with their preparation or review of the Final Closing Certificate and preparation or review of any Disputed Items, as applicable, shall be borne by such Party. The final Date Net Working Capital reflected Schedule, Buyer and Seller shall meet in person and negotiate in good faith to resolve any such disputes during the ten (10) Business Day period after Seller's receipt of a Buyer Objection Notice. If Buyer and Seller are unable to resolve all such disputes within such period, then, at the written request of either Party delivered to the other Party (a "Dispute Resolution Request"), each of Buyer and Seller promptly shall appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve the objections raised in the Closing CertificateBuyer Objection Notice. Buyer and Seller intend that these negotiations be conducted by experienced business representatives empowered to decide the issues. The business representatives will meet and attempt to resolve the objections raised in the Buyer Objection Notice within ten (10) Business Days after the date on which the Dispute Resolution Request is delivered. If the business representatives resolve the dispute, as revised to reflect the such resolution of any Disputed Items by the Purchaser will be memorialized in a written settlement and the Seller and/or the Independent Accounting Firmrelease agreement, shall be deemed to be the “Final Working Capital.” (d) At such time as the Closing Certificate shall become final in accordance with Section 3.3(c), the Estimated Working Capital shall be compared to the Final Working Capital. In the event that the Final Working Capital is less than the Estimated Working Capital, the Seller shall pay to the Purchaser executed within five (5) Business DaysDays thereafter. If the business representatives do not resolve the dispute, Buyer and Seller hereby agree to submit the items remaining in dispute for resolution to an independent auditor, which shall be a recognized regional or national accounting firm mutually acceptable to Buyer and Seller. The independent auditor shall, within twenty (20) Business Days after such submission, determine and report to Buyer and Seller upon such remaining disputed items, and such determination shall be final, binding and conclusive on the Parties hereto. Following the retention of the independent auditor and prior to the issuance of the independent auditor's report, the Parties agree promptly to provide the independent auditor with any and all documents and information, financial or otherwise, reasonably requested by the independent auditor. Buyer and Seller shall bear equally the fees, costs and expenses of the independent auditor and shall each bear their own fees, costs and expenses in connection therewith. (d) After delivery of a wire transfer of immediately available fundsthe Closing Date Net Working Capital Schedule, a cash payment in the amount equal Seller shall provide Buyer and its authorized representatives reasonable access during normal business hours and without significant disruption to the amount by which business of Seller or its Affiliates to (1) all Books and Records and employees of Seller and its Affiliates having relevant information concerning the Final Closing Date Net Working Capital is less than Schedule and (2) all of Seller's accountants who assisted Seller in preparing the Estimated Working Capital. In the event that the Final Closing Date Net Working Capital is greater than the Estimated Working Capital, the Purchaser Schedule and such accountants' relevant supporting work papers (subject to such reasonable arrangements regarding confidentiality as may be required by such accountants). Seller shall pay use commercially reasonable efforts to cooperate with such inquiries as Buyer and its authorized representatives shall make with respect to the preparation of the Closing Date Net Working Capital Schedule. Buyer shall provide Seller within five (5) Business Daysand its representatives reasonable access during normal business hours, by delivery of a wire transfer of immediately available funds, a cash payment in the amount equal and without significant disruption to the amount by which Business, to all books and records and employees of Buyer and its Affiliates having information directly relevant to the Final Closing Date Net Working Capital exceeds Schedule and/or the Estimated trial balance and balance sheet required to be prepared pursuant to paragraph (b) of this Section 2.4 and reasonable cooperation and assistance in connection with the preparation of the Closing Date Net Working CapitalCapital Schedule and/or such trial balance and balance sheet.

Net Working Capital Adjustment. (a) No later than two Business Days prior to The Parties agree that the Closing Date, the Seller shall prepare in good faith (in consultation with the Purchaser) and deliver to the Purchaser a certificate executed by the Seller’s Chief Financial Officer (the “Estimated Closing Certificate”) setting forth (i) the estimated amount of Net Working Capital as of the Closing Date (the “Estimated Closing Working Capital”) and (ii) the amount, if any, by which the Estimated Working Capital differs from the Working Capital Threshold, which amount will either be a positive number (if the Estimated Working Capital exceeds the Working Capital Threshold) or a negative number (if the Estimated Working Capital is less than the Working Capital Threshold). The Estimated Closing Certificate shall be used to make a preliminary adjustment to the Purchase Price pursuant to Section 3.3(b), subject to further adjustment as calculated in accordance with Section 3.3(dand set forth on the statement of Working Capital, the form of which is attached hereto as Exhibit A (the “Form of Working Capital Statement”), shall be $2,000,000. “Working Capital” shall be an amount that is determined pursuant to the Form of Working Capital Statement. (b) In the event that the For purposes of this Agreement, Working Capital, Estimated Working Capital is less than $8,795,909 (the “and Closing Working Capital Threshold”), the Purchase Price shall be reduced calculated using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used by an amount equal the Company in the ordinary course of business prior to Closing, which are described on the amount by which the Estimated Form of Working Capital is less than the Statement; provided, however, Working Capital Threshold. In shall not be calculated to include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the event that transactions contemplated hereby other than as expressly set forth on the Estimated Form of Working Capital is greater than the Working Capital Threshold, the Purchase Price shall be increased by an amount equal to the amount by which the Estimated Working Capital exceeds the Working Capital ThresholdStatement. (c) Within Not earlier than five (5) Business Days and not later than three (3) Business Days prior to the Closing, the Seller shall cause to be prepared and delivered to the Buyer a reasonable and good faith estimate of the Closing Working Capital (the “Estimated Working Capitil”). The Estimated Working Capital shall be in the same form as the Form of Working Capital Statement. (d) Not more than one hundred twenty (120) days after the Closing DateClosing, the Purchaser Buyer shall cause the Company to prepare in good faith and deliver to the Seller a certificate setting forthcalculations of the Closing Working Capital (the “Buyer Calculation”), in reasonable detail, its together with such schedules and data with respect to the determination of Net the Closing Working Capital as may be appropriate to support such Buyer Calculation. The Closing Working Capital shall be in the same form as the Form of Working Capital Statement. (e) Within twenty (20) days after delivery to the Seller of the Buyer Calculation by the Company pursuant to Section 1.3(d), the Seller may deliver to the Company a written notice (the “Seller Calculation”) either (i) advising the Buyer and the Company that the Seller agrees with and accepts the Buyer Calculation or (ii) setting forth a detailed explanation of those items in the Buyer Calculation that the Seller disputes and a statement, with reasonable detail as to the disputed matters, of what the Seller believes is the correct calculation of Closing Working Capital. All matters, components, calculations and assumptions in the Buyer Calculation that the Seller does not specifically dispute shall not be subject to further review, challenge or adjustment by the Seller. The Seller and the accountants engaged by the Seller shall be entitled to review the working papers, trial balances and similar materials relating to the Company’s preparation of the Closing Working Capital as of 12:01 a.m. on the Closing Date Date, if any, for purposes of reviewing the Buyer Calculation. The Company shall also provide the Seller and its accountants and Representatives with timely and reasonable access, during normal business hours, to the properties and the Business Books and Records, to the extent necessary for the Seller’s review of the Buyer Calculation. If the Company shall concur with the Seller Calculation, or if the Company shall not object to the Seller Calculation in a writing (the “Final Closing CertificateBuyer Dispute Notice”). The Seller shall have thirty (30) Business Days from the date on which the Final Closing Certificate has been delivered to it to raise any objection(sthe Seller within fifteen (15) to the Final Closing Certificate, by days after delivery of written notice to the Purchaser setting Seller Calculation, the calculation of the Closing Working Capital set forth such objection(s) in reasonable detail (the “Disputed Items”). The Seller shall be deemed to have agreed with all items and amounts in the Final Closing Certificate Seller Calculation shall become final and binding on the Parties and shall not specifically referenced as be subject to further review, challenge or adjustment. If the Seller does not submit a Disputed Item. Seller Calculation within the twenty (20) day period provided herein, then the Buyer Calculation shall become final and binding on the Parties and shall not be subject to further review, challenge or adjustment. (f) In the event that the Seller does not deliver any such objection(s) with respect to the Final Closing Certificate within such thirty (30) Business Day period, then the Closing Certificate shall be deemed final for purposes of this Section 3.3. In the event that any such objection(s) are so delivered by the Seller, the Closing Certificate shall be deemed not final and the Purchaser and the Seller shall attempt, in good faith, to resolve the Disputed Items and, if they Company are unable to resolve all of any disputes regarding the Disputed Items Closing Working Capital as set forth in the Buyer Dispute Notice within twenty (20) Business Days of days after the Company’s delivery of the Buyer Dispute Notice, then such notice disputes shall be referred to PricewaterhouseCoopers LLP, or, if PricewaterhouseCoopers LLP shall be unavailable or unable to do so, such other independent firm of nationally recognized financial experts selected by mutual written agreement of the Seller and the Company (the “Settlement Arbitrator”), and the determination of the Settlement Arbitrator shall be final and binding upon the Parties and shall not be subject to further review, challenge or adjustment. The Settlement Arbitrator shall use the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as set forth on Exhibit A in making its determination. The Seller and the Company shall use commercially reasonable efforts to cause the Settlement Arbitrator to reach a determination, solely with respect to the matters specifically raised in the Buyer Dispute Notice, not more than thirty (30) days after such referral. Nothing herein shall be construed to authorize or permit the Settlement Arbitrator to resolve or otherwise review any items which are not specifically raised in the Buyer Dispute Notice. Each party shall initially bear its own fees and expenses, and the fees and expenses of the Settlement Arbitrator shall be shared equally by the Company and Seller and advanced by them from time to time as required; provided, that at the conclusion of the determination of the Settlement Arbitrator with respect to the matters raised in the Buyer Dispute Notice, the fees, costs and expenses of the prevailing party (as determined by the Settlement Arbitrator), including the fees and expenses of the Settlement Arbitrator previously advanced by the prevailing party and the fees and expenses of the prevailing party’s attorneys, accountants and other experts, shall be paid (or reimbursed) by the non-prevailing party. Except as otherwise expressly provided herein, each of the Company and the Seller shall pay their own costs and expenses incurred in connection with this Section 1.3(f). (g) The “Working Capital Adjustment Amount,” which may be positive or negative, shall mean an amount equal to (i) the Closing Working Capital, as finally determined in accordance with this Section 1.3, minus (ii) $2,000,000. (h) If the Working Capital Adjustment Amount is positive, then the Buyer shall deliver or cause the Company to deliver, by wire transfer of immediately available funds to an account designated in writing by the Seller, shallan amount equal to the Working Capital Adjustment Amount. If the Working Capital Adjustment Amount is a negative number, then the Seller shall deliver, by wire transfer of immediately available funds to an account designated in writing by the Buyer, an amount equal to the absolute value of the Working Capital Adjustment Amount. Any payments made by any Party pursuant to this Section 1.3(h) shall be made by wire transfer of immediately available funds within five (5) Business Days thereafter (after the first date on which the Closing Working Capital, or such earlier date as mutually agreed), submit the Disputed Items to an accounting firm selected by mutual agreement of the Purchaser and the Seller (the “Independent Accounting Firm”). The Purchaser and the Seller shall provide to the Independent Accounting Firm all work papers and back-up materials relating to the Disputed Items requested by the Independent Accounting Firm to the extent available to the Purchaser or its Affiliates or the Seller. The Purchaser and the Seller shall be afforded the opportunity to present to the Independent Accounting Firm any material related to the Disputed Items and to discuss the issues with the Independent Accounting Firm; provided, however, that any materials so provided to the Independent Accounting Firm shall also be made available to the other Party hereto. The Independent Accounting Firm shall be authorized to resolve only those items remaining in dispute between the Parties in accordance with the provisions of this Section 3.3(c) within the range of the difference between the Purchaser’s position with respect thereto and the Seller’s position with respect thereto. The determination by the Independent Accounting Firm, as set forth in a notice to be delivered to the Purchaser and the Seller within thirty (30) days after the submission of the Disputed Items to the Independent Accounting Firm, shall no longer be finalsubject to further review, binding and conclusive on challenge or adjustment. If the Purchaser and the Seller. The fees and expenses of the Independent Accounting Firm shall be split equally between the Purchaser and the Seller, and the fees and disbursements of the representatives of each Party incurred in connection with their preparation or review of the Final Closing Certificate and preparation or review of any Disputed Items, as applicable, shall be borne by such Party. The final Net Working Capital reflected in the Closing Certificate, as revised to reflect the resolution of any Disputed Items by the Purchaser and the Seller and/or the Independent Accounting Firm, shall be deemed to be the “Final Working Capital.” (d) At Adjustment Amount is not paid within such time as the Closing Certificate shall become final in accordance with Section 3.3(c), the Estimated Working Capital shall be compared to the Final Working Capital. In the event that the Final Working Capital is less than the Estimated Working Capital, the Seller shall pay to the Purchaser within five (5) Business DaysDay period, by delivery the Party entitled to the Working Capital Adjustment Amount shall be entitled to seek and shall receive, in addition to the Working Capital Adjustment Amount, interest on such portion not paid until paid and the Party’s cost and expenses of collection (including reasonable attorneys’ fees and expenses). For purpose of this Section 1.3(h), interest shall be determined at the rate of interest published as the “Prime Rate” in the “Money Rates” column of the Eastern Edition of The Wall Street Journal (or the average of such rates if more than one rate is indicated) on the Closing Date plus three percent (3%) and all computations of interest shall be made on the basis of a wire transfer year of immediately available funds365 days, a cash payment in each case for the actual number of days (including the first day but excluding the last day) occurring in the amount equal period for which such interest is payable. (i) The payment of the Working Capital Adjustment Amount shall be treated as an adjustment to the amount by which Purchase Price for financial reporting and Tax purposes. (j) The final determination of the Final Working Capital is less than the Estimated Working Capital. In the event that the Final Working Capital is greater than the Estimated Working Capital, the Purchaser Purchase Price under this Section 1.3 shall pay to the Seller within five (5) Business Days, by delivery not impair any other rights of a wire transfer of immediately available fundsParty under this Agreement including, a cash payment in the amount equal without limitation, any rights to the amount by which the Final Working Capital exceeds the Estimated Working Capitalindemnification.

Net Working Capital Adjustment. (a) No later than two Business Days prior to For purposes of the Closing, the Company shall estimate the amount of its Net Working Capital as of the Closing Date, Date on the Seller basis of the most current information then available. The Company shall prepare in good faith notify Purchaser of its calculation of the Company's estimated Net Working Capital (in consultation with the Purchaser"ESTIMATED NET WORKING CAPITAL") and deliver a copy of such calculation to Purchaser at least three, but not more than five, business days prior to Closing. The Consideration to be paid at Closing shall be adjusted based upon the Purchaser a certificate executed by the Seller’s Chief Financial Officer (the “Estimated Closing Certificate”) setting forth Net Working Capital as follows: (i) If the estimated amount Estimated Net Working Capital is greater than $49,000,000, the Consideration to be paid at Closing shall be increased by the difference between the Estimated Net Working Capital less $49,000,000; (ii) If the Estimated Net Working Capital is less than $49,000,000, the Consideration to be paid at Closing shall be decreased by the difference between $49,000,000 less the Estimated Net Working Capital; and (iii) If the Estimated Net Working Capital is equal to $49,000,000, there shall be no Consideration adjustment pursuant to this SECTION 3.2(A). (b) Within 10 business days following the Closing, Purchaser shall deliver to the Representatives its calculation of the Company's Net Working Capital as of the Closing Date (the “Estimated Working Capital”"FINAL NET WORKING CAPITAL") and (ii) related supporting documentation. Within 10 business days following their receipt of Purchaser's Final Net Working Capital calculation, the amountRepresentatives shall have the right to object in writing thereto, if anysetting forth a specific description of their objections. If the Representatives do not so object during such period, the Representatives shall be deemed to have agreed, for and on behalf of all the Stockholders, to the Final Net Working Capital calculation. If the Representatives so object and Purchaser and the Representatives cannot mutually agree on the Final Net Working Capital calculation within five business days of Purchaser's receipt of the Representatives' objections, the dispute shall be promptly submitted to the Independent Firm. The Independent Firm shall be directed to resolve such dispute within 20 business days after submission of the dispute by the parties. The decision of the Independent Firm shall be final and binding upon the Stockholders and Purchaser, and the Independent Firm's fees, costs and expenses shall be borne pro rata by the Stockholders and Purchaser based on the relative amounts by which the Estimated Representatives' (on behalf of the Stockholders) and Purchaser's respective calculations of the Final Net Working Capital differs vary from that of the Working Capital Threshold, which amount will either be a positive number (if the Estimated Working Capital exceeds the Working Capital Threshold) or a negative number (if the Estimated Working Capital is less than the Working Capital Threshold). The Estimated Closing Certificate shall be used to make a preliminary adjustment to the Purchase Price pursuant to Section 3.3(b), subject to further adjustment in accordance with Section 3.3(d)Independent Firm. (bc) In Based upon the event that the Estimated Final Net Working Capital is less than $8,795,909 (the “Working Capital Threshold”)Capital, as finally determined pursuant to SECTION 3.2(B) hereof, the Purchase Price following post-Closing deliveries shall be reduced by an amount equal to made, as applicable: (i) If the amount by which the Estimated Working Capital is less than the Working Capital Threshold. In the event that the Estimated Final Net Working Capital is greater than the Estimated Net Working Capital ThresholdCapital, Purchaser shall deliver to the Purchase Price shall be increased Representatives, for and on behalf of the Stockholders in the percentages, reduced, with respect to certain Stockholders, by any amounts paid in satisfaction of the obligations of such Stockholders under the Premium Sharing Agreements, as set forth on SCHEDULE 3.1 hereto, a wire transfer payment of cash in an amount equal to the amount by which difference between the Final Net Working Capital less the Estimated Net Working Capital exceeds the Working Capital Threshold. (c) Within one hundred twenty (120) days after Capital, together with interest accrued from the Closing DateDate until and including the date of such payment at the broker's "call money" rate on stock exchange collateral charged by The Bank of New York, the as in effect from time to time. Simultaneously therewith, Purchaser and a Representative shall prepare in good faith and deliver to the Seller a certificate setting forth, in reasonable detail, its determination of Net Working Capital as of 12:01 a.m. on the Closing Date (the “Final Closing Certificate”). The Seller shall have thirty (30) Business Days from the date on which the Final Closing Certificate has been delivered Escrow Agent instructions to it to raise any objection(s) disburse to the Final Closing CertificateRepresentatives, by delivery for and on behalf of written notice to the Purchaser setting forth such objection(s) in reasonable detail (the “Disputed Items”). The Seller shall be deemed to have agreed with all items and amounts Stockholders in the Final Closing Certificate not specifically referenced as a Disputed Item. In the event that the Seller does not deliver any such objection(s) percentages, reduced, with respect to the Final Closing Certificate within such thirty (30) Business Day periodcertain Stockholders, then the Closing Certificate shall be deemed final for purposes of this Section 3.3. In the event that by any such objection(s) are so delivered by the Seller, the Closing Certificate shall be deemed not final and the Purchaser and the Seller shall attempt, amounts paid in good faith, to resolve the Disputed Items and, if they are unable to resolve all satisfaction of the Disputed Items within twenty (20) Business Days of delivery obligations of such notice by Stockholders under the Seller, shall, within five (5) Business Days thereafter (or such earlier date as mutually agreed), submit the Disputed Items to an accounting firm selected by mutual agreement of the Purchaser and the Seller (the “Independent Accounting Firm”). The Purchaser and the Seller shall provide to the Independent Accounting Firm all work papers and back-up materials relating to the Disputed Items requested by the Independent Accounting Firm to the extent available to the Purchaser or its Affiliates or the Seller. The Purchaser and the Seller shall be afforded the opportunity to present to the Independent Accounting Firm any material related to the Disputed Items and to discuss the issues with the Independent Accounting Firm; provided, however, that any materials so provided to the Independent Accounting Firm shall also be made available to the other Party hereto. The Independent Accounting Firm shall be authorized to resolve only those items remaining in dispute between the Parties in accordance with the provisions of this Section 3.3(c) within the range of the difference between the Purchaser’s position with respect thereto and the Seller’s position with respect thereto. The determination by the Independent Accounting FirmPremium Sharing Agreements, as set forth in a notice to be delivered on SCHEDULE 3.1 hereto, all funds held pursuant to the Purchaser and the Seller within thirty Adjustment Escrow Agreement; (30ii) days after the submission of the Disputed Items to the Independent Accounting Firm, shall be final, binding and conclusive on the Purchaser and the Seller. The fees and expenses of the Independent Accounting Firm shall be split equally between the Purchaser and the Seller, and the fees and disbursements of the representatives of each Party incurred in connection with their preparation or review of If the Final Closing Certificate and preparation or review of any Disputed Items, as applicable, shall be borne by such Party. The final Net Working Capital reflected in the Closing Certificate, as revised to reflect the resolution of any Disputed Items by the Purchaser and the Seller and/or the Independent Accounting Firm, shall be deemed to be the “Final Working Capital.” (d) At such time as the Closing Certificate shall become final in accordance with Section 3.3(c), the Estimated Working Capital shall be compared to the Final Working Capital. In the event that the Final Working Capital is less than the Estimated Net Working Capital, Purchaser shall be entitled to receive from the Seller shall pay to the Purchaser within five (5) Business Days, by delivery Stockholders a payment of a wire transfer of immediately available funds, a cash payment in the an amount equal to the amount by which difference between the Estimated Net Working Capital less the Final Working Capital is less than the Estimated Working Capital. In the event that the Final Working Capital is greater than the Estimated Net Working Capital, together with interest accrued from the Closing Date until and including the date of such payment at the broker's "call money" rate on stock exchange collateral charged by The Bank of New York, as in effect from time to time (the "WORKING CAPITAL ADJUSTMENT"). Simultaneously therewith, Purchaser and a Representative shall pay deliver to the Seller within five (5) Business Days, by delivery of a wire transfer of immediately available funds, a cash payment Escrow Agent instructions to deliver to Purchaser funds held pursuant to the Adjustment Escrow Agreement in the an amount equal to the Working Capital Adjustment. To the extent the funds held pursuant to the Adjustment Escrow Agreement exceed the Working Capital Adjustment, such excess shall be delivered by the Escrow Agent to the Representatives, for and on behalf of the Stockholders in the percentages, reduced, with respect to certain Stockholders, by any amounts paid in satisfaction of the obligations of such Stockholders under the Premium Sharing Agreements, as set forth on SCHEDULE 3.1 hereto. To the extent the Working Capital Adjustment exceeds the funds held pursuant to the Adjustment Escrow Agreement, Purchaser shall be entitled to receive from the Stockholders an amount equal to such excess, which amount shall be paid immediately to Purchaser by which the Stockholders; and (iii) If the Final Net Working Capital exceeds is equal to the Estimated Net Working Capital, there shall be no post-Closing delivery pursuant to this SECTION 3.2(C). Purchaser and a Representative shall immediately deliver to the Escrow Agent instructions to disburse to the Representatives, for and on behalf of the Stockholders in the percentages, reduced, with respect to certain Stockholders, by any amounts paid in satisfaction of the obligations of such Stockholders under the Premium Sharing Agreements, as set forth on SCHEDULE 3.1 hereto, all funds held pursuant to the Adjustment Escrow Agreement. (d) Any post-Closing delivery of cash required to be made pursuant to SECTION 3.2(C) shall be made within two business days of the final determination of Final Net Working Capital pursuant to subsection (b) above.

Net Working Capital Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) No later than At least two (2) Business Days prior to the Closing Date, the Seller Representative shall prepare estimate the Net Working Capital of the Companies (taken as a whole) as of the close of business on March 25, 2005 (the "ESTIMATED NET WORKING CAPITAL"); provided that, in the event Purchaser disagrees, in good faith (in consultation faith, with the Purchaser) Seller Representative's estimate, the Parties shall mutually determine such estimate. The Estimated Net Working Capital shall be prepared consistent with Exhibit C and deliver to shall use the Purchaser a certificate executed by methodologies and treatment for certain items as set forth on Schedule 2.3 and shall in any event be calculated in accordance with the Seller’s Chief Financial Officer (principles and adjustments used in the “Estimated Closing Certificate”) setting forth (i) the estimated amount determination of Net Working Capital as of set forth in the definition thereof. The cash consideration payable at Closing Date by Purchaser to the Seller Representative Account pursuant to Section 2.2 shall be (the “Estimated Working Capital”i) and (ii) increased by the amount, if any, by which the Estimated Working Capital differs from the Working Capital Threshold, which amount will either be a positive number (if the Estimated Net Working Capital exceeds the Normalized Working Capital ThresholdAmount or (ii) or a negative number (decreased by the amount, if any, by which the Normalized Working Capital Amount exceeds the Estimated Net Working Capital is less than the Working Capital Threshold). The Estimated Closing Certificate shall be used to make a preliminary adjustment to the Purchase Price pursuant to Section 3.3(b), subject to further adjustment in accordance with Section 3.3(d)Capital. (b) In Within forty-five (45) days following the event Closing, the Purchaser shall have prepared and delivered to the Seller Representative (i) a balance sheet of the Companies (prepared as if the Companies reported on a consolidated basis with each other (an "AS IF CONSOLIDATED BASIS") as of the Closing Date (the "NET WORKING CAPITAL BALANCE SHEET"), using the methodologies and treatment for certain items as set forth on Schedule 2.3, and (ii) a calculation of the Net Working Capital of the Companies as of the Closing Date, prepared on the basis of the Net Working Capital Balance Sheet, which shall (A) be prepared consistent with Exhibit C, (B) use the methodologies and treatment for certain items as set forth on Schedule 2.3, (C) be calculated in accordance with the principles and adjustments used in the determination of Net Working Capital as set forth in the definition thereof, and (D) notwithstanding anything else in the definition of Net Working Capital to the contrary, include as "current liabilities" of the Companies any costs incurred by, or attributable to, the Sellers that are obligations of any of the Companies, including, without limitation, any amounts reflected in the Net Working Capital Balance Sheet in respect of the items set forth on Schedule 2.2 hereto that are in excess of such amounts set forth on Schedule 2.2 hereto (the "NET WORKING CAPITAL CALCULATION"). The Net Working Capital Balance Sheet and Net Working Capital Calculation shall be prepared in a manner consistent with the application of the accounting principles applied in preparing the Estimated Net Working Capital. In connection with the preparation of the Net Working Capital is less than $8,795,909 (the “Working Capital Threshold”)Balance Sheet, the Purchase Price Seller Representative and Purchaser shall jointly cause to be reduced by an amount equal performed a physical inventory of all raw materials, work-in-process and finished goods normally reflected as "inventory" on the financial statements of the Companies, except with respect to consigned goods (for which actual March 25, 2005 figures will be adjusted to the amount by which Closing Date based on the Estimated Working Capital is less than the Working Capital Threshold. In the event that the Estimated Working Capital is greater than the Working Capital Threshold, the Purchase Price shall be increased by an amount equal to the amount by which the Estimated Working Capital exceeds the Working Capital ThresholdCompanies' records) and rolling stock. (c) Within one hundred twenty forty-five (12045) days after the Closing DateNet Working Capital Balance Sheet and the Net Working Capital Calculation are delivered to the Seller Representative pursuant to Section 2.3(b) hereof, the Purchaser Seller Representative shall prepare in good faith complete its examination thereof and shall deliver to the Seller Purchaser either (i) a certificate setting forth, in reasonable detail, its determination of written acknowledgment accepting the Net Working Capital as of 12:01 a.m. on Balance Sheet and the Closing Date Net Working Capital Calculation; or (ii) a written report setting forth in reasonable detail any proposed adjustments to the Net Working Capital Balance Sheet and the Net Working Capital Calculation (the “Final Closing Certificate”"ADJUSTMENT REPORT"). The If the Seller shall have thirty (30) Business Days from the date on which the Final Closing Certificate has been delivered Representative fails to it to raise any objection(s) to the Final Closing Certificate, by delivery of written notice respond to the Purchaser setting forth within such objection(sforty-five (45) in reasonable detail (day period, the “Disputed Items”). The Seller Representative shall be deemed to have accepted and agreed with all items to the Net Working Capital Balance Sheet and amounts in the Final Closing Certificate not specifically referenced Net Working Capital Calculation as a Disputed Itemdelivered pursuant to Section 2.3(b) hereof. In the event that of the Seller does not deliver any such objection(s) with respect to the Final Closing Certificate within such thirty (30) Business Day perioddelivery of an Adjustment Report, then the Closing Certificate shall be deemed final for purposes of this Section 3.3. In the event that any such objection(s) are so delivered by the Seller, the Closing Certificate shall be deemed not final and the Purchaser and the Seller Representative shall attempt, in good faith, attempt to resolve the Disputed Items and, if they are unable to resolve all adjustments proposed therein within thirty (30) days after delivery of the Disputed Items within twenty (20) Business Days of delivery of such notice by the SellerAdjustment Report, shall, within five (5) Business Days thereafter (or such earlier date as mutually agreed), submit the Disputed Items to an accounting firm selected by mutual agreement of the Purchaser and the Seller (Representative shall be deemed to have accepted and agreed to the “Independent Accounting Firm”). The Purchaser Net Working Capital Balance Sheet and the Seller shall provide Net Working Capital Calculation except as to the Independent Accounting Firm all work papers and back-up materials relating to the Disputed Items requested by the Independent Accounting Firm to the extent available to the Purchaser or its Affiliates or the Seller. The Purchaser and the Seller shall be afforded the opportunity to present to the Independent Accounting Firm any material related to the Disputed Items and to discuss the issues with the Independent Accounting Firm; provided, however, that any materials so provided to the Independent Accounting Firm shall also be made available to the other Party hereto. The Independent Accounting Firm shall be authorized to resolve only those items remaining in dispute between the Parties in accordance with the provisions of this Section 3.3(c) within the range of the difference between the Purchaser’s position with respect thereto and the Seller’s position with respect thereto. The determination by the Independent Accounting Firm, as proposed adjustments set forth in a notice to be delivered to the Adjustment Report. (d) In the event the Seller Representative and the Purchaser and fail to agree on any of the Seller Representative's proposed adjustments contained in the Adjustment Report within thirty (30) days after the submission of Purchaser receives the Disputed Items Adjustment Report, then the Seller Representative and the Purchaser mutually agree to jointly engage KPMG LLP, certified public accountants (the "INDEPENDENT AUDITORS"), to resolve such dispute(s). As promptly as practicable thereafter, the Seller Representative and the Purchaser shall each prepare and submit a presentation to the Independent Accounting Firm, Auditors and shall be final, binding cause the Independent Auditors to make a determination as to each disputed item based upon the presentations by the Seller Representative and conclusive on the Purchaser and in light of the Sellerterms and provisions of this Agreement; provided that the Independent Auditors shall not make a final determination as to any particular item which is higher than the highest position set forth by either of the Parties or lower than the lowest position set forth by either of the Parties. The fees and expenses of the Independent Accounting Firm Auditors shall be split equally apportioned between the Purchaser Seller Representative and the Seller, Purchaser in inverse proportion to the aggregate amounts reflected in the determinations made by the Independent Auditors on all disputes in relation to the respective positions of the Seller Representative and the fees Purchaser. All determinations made by the Independent Auditors will be final, conclusive and disbursements of binding on the representatives of each Party incurred in connection with their preparation or review of the Final Closing Certificate and preparation or review of any Disputed Items, as applicable, shall be borne by such Party. Parties. (e) The final Net Working Capital reflected in Calculation shall be determined based on the Closing CertificateNet Working Capital Balance Sheet delivered pursuant to Section 2.3(b), as revised adjusted, if at all, pursuant to reflect this Section 2.3. The date on which the resolution of any Disputed Items by Net Working Capital Calculation is finally determined pursuant to this Section 2.3 shall hereinafter be referred to as the Purchaser and the Seller and/or the Independent Accounting Firm, shall be deemed to be the “Final Working Capital"SETTLEMENT DATE.”" (df) At such time as the Closing Certificate shall become final in accordance with Section 3.3(c), the Estimated Working Capital shall be compared to the Final Working Capital. In the event that the Final Net Working Capital Calculation is less than the Estimated Net Working Capital, the Seller Representative (on behalf of the Sellers) shall (i) deliver written instructions signed by the Seller Representative to the Escrow Agent directing the Escrow Agent to release to the Purchaser from the Working Capital Escrow Account an amount equal to such deficiency (with the remainder of such Working Capital Escrow Amount, if any, being concurrently delivered to the Seller Representative), and (ii) to the extent that the Working Capital Escrow Amount is less than such deficiency, pay to the Purchaser within five three (53) Business Days, by delivery of a wire transfer of immediately available funds, a cash payment in Days after the Settlement Date an amount equal to the amount by which difference between (A) such deficiency and (B) the Final Working Capital is less than the Estimated Working Capital. In the event that the Final Working Capital is greater than the Estimated Working Capital, the Purchaser shall pay to the Seller within five (5) Business Days, by delivery of a wire transfer of immediately available funds, a cash payment in the amount equal to the amount by which the Final Working Capital exceeds the Estimated Working Capital.Working

Net Working Capital Adjustment. (a) No later Company shall deliver the Net Working Capital Certificate to Acquirer not less than two Business Days three business days prior to the Closing Date. (b) At Acquirer’s option, the Seller shall prepare but in good faith (in consultation with the Purchaser) and deliver to the Purchaser a certificate executed by the Seller’s Chief Financial Officer (the “Estimated Closing Certificate”) setting forth (i) the estimated amount of Net Working Capital as any event within 12 months of the Closing Date (such date, for purposes hereof, the “Estimated Audit Completion Date”), Acquirer may object to the Net Working CapitalCapital calculations included in the Net Working Capital Certificate (the “NWC Calculations”) by delivering to the Representative a certificate (the “Acquirer NWC Certificate”) executed by Acquirer’s Chief Financial Officer setting forth Acquirer’s calculation of Net Working Capital and (ii) the amount, if any, amount by which the Estimated Net Working Capital differs from the Working Capital Threshold, which amount will either be a positive number (if the Estimated Working Capital exceeds the Working Capital Threshold) or a negative number (if the Estimated Working Capital as calculated by Acquirer is less than the Net Working Capital Threshold). The Estimated Closing Certificate shall be used to make a preliminary adjustment to set forth in the Purchase Price pursuant to Section 3.3(b), subject to further adjustment in accordance with Section 3.3(d). (b) In the event that the Estimated Net Working Capital is less than $8,795,909 (the “Working Capital Threshold”), the Purchase Price shall be reduced by an amount equal to the amount by which the Estimated Working Capital is less than the Working Capital Threshold. In the event that the Estimated Working Capital is greater than the Working Capital Threshold, the Purchase Price shall be increased by an amount equal to the amount by which the Estimated Working Capital exceeds the Working Capital ThresholdCertificate. (c) Within one hundred twenty (120) The Representative may object to the Net Working Capital calculations set forth in the Acquirer NWC Certificate by providing written notice of such objection to Acquirer within 20 days after Acquirer’s delivery of the Closing DateAcquirer NWC Certificate (the “Notice of Objection”). (d) If the Representative timely provides the Notice of Objection, then the parties shall engage Deloitte & Touche USA LLP (the “Reviewing Accountant”) to review the NWC Calculations. After review of the NWC Calculations and Company’s books and records, the Purchaser Reviewing Accountant shall prepare promptly determine the Net Working Capital and such determination shall be final and binding on the parties. (e) If the Net Working Capital, as determined pursuant to Section 2.6(b) (in good faith the event there is no Notice of Objection) or Section 2.6(d), is in fact less than the Net Working Capital set forth in the Net Working Capital Certificate (such difference, the “Negative Adjustment Amount”), then, if and deliver only if the Total Merger Consideration would be reduced after giving effect to the Seller a certificate setting forthNegative Adjustment Amount, Acquirer shall be indemnified in reasonable detailaccordance with Article 11, its determination of without giving effect to the Basket (as defined in Section 11.4(a)) and without any dispute by the Representative, for the full amount of: (i) the Negative Adjustment Amount; (ii) if Net Working Capital as of 12:01 a.m. on the Closing Date (the “Final Closing Certificate”). The Seller shall have thirty (30) Business Days from the date on which the Final Closing Certificate has been delivered to it to raise any objection(s) to the Final Closing Certificate, by delivery of written notice to the Purchaser setting forth such objection(s) in reasonable detail (the “Disputed Items”). The Seller shall be deemed to have agreed with all items and amounts in the Final Closing Certificate not specifically referenced as a Disputed Item. In the event that the Seller does not deliver any such objection(s) with respect to the Final Closing Certificate within such thirty (30) Business Day period, then the Closing Certificate shall be deemed final for purposes of this Section 3.3. In the event that any such objection(s) are so delivered determined by the Seller, the Closing Certificate shall be deemed not final and the Purchaser and the Seller shall attempt, in good faith, Reviewing Accountant is less than or equal to resolve the Disputed Items and, if they are unable to resolve all of the Disputed Items within twenty (20) Business Days of delivery of such notice by the Seller, shall, within five (5) Business Days thereafter (or such earlier date as mutually agreed), submit the Disputed Items to an accounting firm selected by mutual agreement of the Purchaser and the Seller (the “Independent Accounting Firm”). The Purchaser and the Seller shall provide to the Independent Accounting Firm all work papers and back-up materials relating to the Disputed Items requested by the Independent Accounting Firm to the extent available to the Purchaser or its Affiliates or the Seller. The Purchaser and the Seller shall be afforded the opportunity to present to the Independent Accounting Firm any material related to the Disputed Items and to discuss the issues with the Independent Accounting Firm; provided, however, that any materials so provided to the Independent Accounting Firm shall also be made available to the other Party hereto. The Independent Accounting Firm shall be authorized to resolve only those items remaining in dispute between the Parties in accordance with the provisions of this Section 3.3(c) within the range of the difference between the Purchaser’s position with respect thereto and the Seller’s position with respect thereto. The determination by the Independent Accounting Firm, Net Working Capital as set forth in a notice to be delivered to the Purchaser and the Seller within thirty (30) days after the submission of the Disputed Items to the Independent Accounting FirmAcquirer NWC Certificate, shall be final, binding and conclusive on the Purchaser and the Seller. The all fees and expenses of the Independent Accounting Firm shall be split equally between Reviewing Accountant relating to the Purchaser and review of the SellerNWC Calculations; and (iii) if Net Working Capital as determined by the Reviewing Accountant is greater than Net Working Capital as set forth in the Acquirer NWC Certificate, and a percentage of the fees and disbursements expenses of the representatives Reviewing Accountant, which percentage shall equal the difference between Net Working Capital as set forth in the Net Working Capital Certificate and Net Working Capital as determined by the Reviewing Accountant divided by the difference between Net Working Capital as set forth in the Net Working Capital Certificate and Net Working Capital as set forth in the Acquirer NWC Certificate. (f) Except to the extent set forth in Section 2.6(e), all fees and expenses of each Party incurred in connection with their preparation or the Reviewing Accountant relating to the review of the Final Closing Certificate and preparation or review of any Disputed Items, as applicable, NWC Calculations shall be borne paid by such Party. The final Net Working Capital reflected in the Closing Certificate, as revised to reflect the resolution of any Disputed Items by the Purchaser and the Seller and/or the Independent Accounting Firm, shall be deemed to be the “Final Working CapitalAcquirer.” (d) At such time as the Closing Certificate shall become final in accordance with Section 3.3(c), the Estimated Working Capital shall be compared to the Final Working Capital. In the event that the Final Working Capital is less than the Estimated Working Capital, the Seller shall pay to the Purchaser within five (5) Business Days, by delivery of a wire transfer of immediately available funds, a cash payment in the amount equal to the amount by which the Final Working Capital is less than the Estimated Working Capital. In the event that the Final Working Capital is greater than the Estimated Working Capital, the Purchaser shall pay to the Seller within five (5) Business Days, by delivery of a wire transfer of immediately available funds, a cash payment in the amount equal to the amount by which the Final Working Capital exceeds the Estimated Working Capital.

Net Working Capital Adjustment. (a) No As soon as reasonably practical after the Closing Date and in any event not later than two Business Days prior to the Closing Datesixty (60) days thereafter, the Seller Vendor shall prepare in good faith (in consultation with the Purchaser) and deliver to the Purchaser an audited statement of the assets and liabilities of the Companies, including a certificate executed by statement of the Seller’s Chief Financial Officer (the “Estimated Closing Certificate”) setting forth (i) the estimated amount of Net Working Capital as ("CLOSING STATEMENT") (but, for certainty, not including any audit of the retained earnings of the Companies). The Vendor and the Purchaser and their respective auditors shall cooperate in the preparation of the Closing Date Statement. Subject to Section 3.4, within ten (10) days after delivery by the “Estimated Working Capital”) and (ii) Vendor to the amountPurchaser of the Closing Statement, if any, by which the Estimated Working Capital differs from the Working Capital Threshold, which amount will either be a positive number (if the Estimated Closing Net Working Capital exceeds the Working Capital Threshold) or a negative number (if the Estimated Working Capital is less than the Working Capital Threshold). The Estimated Closing Certificate shall be used to make a preliminary adjustment to the Purchase Price pursuant to Section 3.3(b), subject to further adjustment in accordance with Section 3.3(d). (b) In the event that the Estimated Working Capital is less than $8,795,909 (the “Working Capital Threshold”), the Purchase Price shall be reduced by an amount equal to the amount by which the Estimated Working Capital is less than the Working Capital Threshold. In the event that the Estimated Working Capital is greater than the Working Capital Threshold, the Purchase Price shall be increased by an amount equal to the amount by which the Estimated Working Capital exceeds the Working Capital Threshold. (c) Within one hundred twenty (120) days after the Closing Date, the Purchaser shall prepare in good faith and deliver to the Seller a certificate setting forth, in reasonable detail, its determination of Net Working Capital as of 12:01 a.m. on the Closing Date (the “Final Closing Certificate”). The Seller shall have thirty (30) Business Days from the date on which the Final Closing Certificate has been delivered to it to raise any objection(s) to the Final Closing Certificate, by delivery of written notice to the Purchaser setting forth such objection(s) in reasonable detail (the “Disputed Items”). The Seller shall be deemed to have agreed with all items and amounts in the Final Closing Certificate not specifically referenced as a Disputed Item. In the event that the Seller does not deliver any such objection(s) with respect to the Final Closing Certificate within such thirty (30) Business Day period, then the Closing Certificate shall be deemed final for purposes of this Section 3.3. In the event that any such objection(s) are so delivered by the Seller, the Closing Certificate shall be deemed not final and the Purchaser and the Seller shall attempt, in good faith, to resolve the Disputed Items and, if they are unable to resolve all of the Disputed Items within twenty (20) Business Days of delivery of such notice by the Seller, shall, within five (5) Business Days thereafter (or such earlier date as mutually agreed), submit the Disputed Items to an accounting firm selected by mutual agreement of the Purchaser and the Seller (the “Independent Accounting Firm”). The Purchaser and the Seller shall provide to the Independent Accounting Firm all work papers and back-up materials relating to the Disputed Items requested by the Independent Accounting Firm to the extent available to the Purchaser or its Affiliates or the Seller. The Purchaser and the Seller shall be afforded the opportunity to present to the Independent Accounting Firm any material related to the Disputed Items and to discuss the issues with the Independent Accounting Firm; provided, however, that any materials so provided to the Independent Accounting Firm shall also be made available to the other Party hereto. The Independent Accounting Firm shall be authorized to resolve only those items remaining in dispute between the Parties in accordance with the provisions of this Section 3.3(c) within the range of the difference between the Purchaser’s position with respect thereto and the Seller’s position with respect thereto. The determination by the Independent Accounting Firm, as set forth in a notice to be delivered to the Purchaser and the Seller within thirty (30) days after the submission of the Disputed Items to the Independent Accounting Firm, shall be final, binding and conclusive on the Purchaser and the Seller. The fees and expenses of the Independent Accounting Firm shall be split equally between the Purchaser and the Seller, and the fees and disbursements of the representatives of each Party incurred in connection with their preparation or review of the Final Closing Certificate and preparation or review of any Disputed Items, as applicable, shall be borne by such Party. The final Net Working Capital reflected in the Closing Certificate, as revised to reflect the resolution of any Disputed Items by the Purchaser and the Seller and/or the Independent Accounting Firm, shall be deemed to be the “Final Working Capital.” (d) At such time as the Closing Certificate shall become final in accordance with Section 3.3(c), the Estimated Working Capital shall be compared to the Final Working Capital. In the event that the Final Working Capital is less than the Estimated Working Capital, the Seller shall pay to the Purchaser within five (5) Business Days, by delivery of a wire transfer of immediately available funds, a cash payment in the amount equal to the amount by which the Final Working Capital is less than the Estimated Working Capital. In the event that the Final Working Capital is greater than the Estimated Working Capital, the Purchaser shall pay to the Seller within five (5) Business Days, by delivery of a wire transfer of immediately available funds, a cash payment in Vendor the amount of the excess and if the Closing Net Working Capital is less than the Estimated Net Working Capital then the Vendor shall pay the Purchaser the amount of the difference. The amounts paid as adjustments under this Section 3.3 shall be paid together with an additional amount compounded monthly from the Closing Date to the date of payment at a rate of interest equal to the amount by which Interest Rate. For purposes of determining the Final Working Capital exceeds the Estimated Closing Net Working Capital, in respect of any Accounts Receivable from any Affiliate of CanWest other than the Companies, such Accounts Receivable shall not include any amounts which (a) are overdue as of the Closing Date, applying for those purposes the payment terms of the Operational Services Agreements as amended and restated as of the Closing Date; or (b) are not receivable in connection with services provided under the Operational Services Agreements or Closing Agreements.

Net Working Capital Adjustment. The estimated Net Working Capital of the Business as of the Closing Date (athe "ESTIMATED NET WORKING CAPITAL") No later than two Business Days prior to shall be that amount set forth in Annex II hereto, as determined by the Parties in accordance with the provisions hereof, and shall be based on the Business' estimated financial statements as of the Closing Date, which will have been prepared in accordance with GAAP and delivered by Seller to Buyer three (3) days before the time of Closing. In the event that the Estimated Net Working Capital is more than $605,000, Buyer shall pay to Seller at the Closing the amount of such excess. In the event that the Estimated Net Working Capital is less than $605,000, Seller shall prepare pay to Buyer at the Closing the amount of such deficiency from the proceeds to be delivered at the Closing. Within ten (10) days of the Closing Date, Seller shall deliver revised financial statements as of the Closing Date, which shall have been prepared in good faith (in consultation accordance with the Purchaser) and deliver to the Purchaser a certificate executed by GAAP, reflecting the Seller’s Chief Financial Officer 's proposed final figure for the Net Working Capital of the Business as of the Closing Date (the “Estimated Closing Certificate”) setting forth (i) "FINAL NET WORKING CAPITAL"). In the estimated amount of event that the Final Net Working Capital as of the Closing Date is more than the Estimated Net Working Capital, Buyer shall pay to Seller the amount of such excess (the “Estimated Working Capital”) and (ii) the amount, if any, by which the Estimated Working Capital differs from the Working Capital Threshold, which amount will either be a positive number (if the Estimated Working Capital exceeds the Working Capital Threshold) or a negative number (if the Estimated Working Capital is less than the Working Capital Threshold"EXCESS WORKING CAPITAL"). The Estimated Closing Certificate shall be used to make a preliminary adjustment to the Purchase Price pursuant to Section 3.3(b), subject to further adjustment in accordance with Section 3.3(d). (b) In the event that the Estimated Working Capital is less than $8,795,909 (the “Working Capital Threshold”), the Purchase Price shall be reduced by an amount equal to the amount by which the Estimated Working Capital is less than the Working Capital Threshold. In the event that the Estimated Working Capital is greater than the Working Capital Threshold, the Purchase Price shall be increased by an amount equal to the amount by which the Estimated Working Capital exceeds the Working Capital Threshold. (c) Within one hundred twenty (120) days after the Closing Date, the Purchaser shall prepare in good faith and deliver to the Seller a certificate setting forth, in reasonable detail, its determination of Final Net Working Capital as of 12:01 a.m. on the Closing Date is less than the Estimated Net Working Capital, Seller shall pay to Buyer the amount of such shortfall (the “Final Closing Certificate”"WORKING CAPITAL DEFICIENCY"). The Seller shall have thirty (30) Business Days from the date on which the Final Closing Certificate has been delivered to it to raise any objection(s) to the Final Closing Certificate, by delivery of written notice to the Purchaser setting forth such objection(s) in reasonable detail (the “Disputed Items”). The Seller shall be deemed to have agreed with all items and amounts in the Final Closing Certificate not specifically referenced as a Disputed Item. In the event that the Seller does not deliver any such objection(s) with respect to the Final Closing Certificate within such thirty (30) Business Day period, then the Closing Certificate shall be deemed final for purposes of this Section 3.3. In the event that any such objection(s) are so delivered by the Seller, the Closing Certificate shall be deemed not final and the Purchaser and the Seller shall attempt, in good faith, to resolve the Disputed Items and, if they Parties are unable to resolve all agree on the Final Net Working Capital of the Disputed Items within Business on or before twenty (20) Business Days of delivery of such notice by days after the SellerClosing, shall, within five (5) Business Days thereafter (or such earlier date as mutually agreed), submit the Disputed Items to an accounting firm selected by mutual agreement Final Net Working Capital of the Purchaser Business as of the Closing Date shall be determined subsequently by Ernst & Young LLP (at the joint expense of Buyer and the Seller Seller) (the “Independent Accounting Firm”"E&Y DETERMINATION"). The Purchaser Buyer and Seller agree to use their reasonable best efforts to cause the Seller shall provide to the Independent Accounting Firm all work papers and back-up materials relating to the Disputed Items requested by the Independent Accounting Firm to the extent available to the Purchaser or its Affiliates or the Seller. The Purchaser and the Seller shall be afforded the opportunity to present to the Independent Accounting Firm any material related to the Disputed Items and to discuss the issues with the Independent Accounting Firm; provided, however, that any materials so provided to the Independent Accounting Firm shall also be made available to the other Party hereto. The Independent Accounting Firm shall be authorized to resolve only those items remaining in dispute between the Parties in accordance with the provisions of this Section 3.3(c) within the range of the difference between the Purchaser’s position with respect thereto and the Seller’s position with respect thereto. The determination by the Independent Accounting Firm, as set forth in a notice E&Y Determination to be delivered submitted to the Purchaser Buyer and the Seller within not later than thirty (30) days after the submission of the Disputed Items to the Independent Accounting Firm, shall be final, binding and conclusive on the Purchaser and the SellerClosing Date. The fees and expenses of Final Net Working Capital derived from such calculation by the Independent Accounting Firm shall be split equally between Parties or by the Purchaser and the Seller, and the fees and disbursements of the representatives of each Party incurred in connection with their preparation or review of the Final Closing Certificate and preparation or review of any Disputed ItemsE&Y Determination, as applicable, shall be borne by such Party. The final Net Working Capital reflected in final, conclusive and binding on the Closing CertificateParties, as revised to reflect the resolution and a payment of any Disputed Items by the Purchaser and the Seller and/or the Independent Accounting Firm, shall be deemed to be the “Final Working Capital.” (d) At such time as the Closing Certificate shall become final in accordance with Section 3.3(c), the Estimated Excess Working Capital shall be compared to the Final Working Capital. In the event that the Final made by Buyer and of any Working Capital is less than the Estimated Working CapitalDeficiency shall be made by Seller, the Seller shall pay to the Purchaser as appropriate and in either case within five ten (510) Business Days, by delivery days of a wire transfer receipt of immediately available funds, a cash payment in the amount equal to the amount by which the Final Working Capital is less than the Estimated Working Capital. In the event that the Final Working Capital is greater than the Estimated Working Capital, the Purchaser shall pay to the Seller within five (5) Business Days, by delivery of a wire transfer of immediately available funds, a cash payment in the amount equal to the amount by which the Final Working Capital exceeds the Estimated Working Capitalsuch calculation.

Net Working Capital Adjustment. (a) No later than two Business Days prior to Within 15 business days after the effective date of the Closing Date, the Seller shall prepare in good faith (in consultation with the Purchaser) and deliver to the Purchaser a certificate executed by the Seller’s Chief Financial Officer (the “Estimated Closing CertificateEffective Date”) setting forth ), Sellers shall cause to be prepared and delivered to Purchaser a draft final balance sheet of the Company as of the Effective Date, which shall include a final calculation of the Net Working Capital of the Company (“Final Net Working Capital”), as of the Effective Date, determined in accordance with GAAP consistent with the Company’s historical procedures. “Net Working Capital” shall mean the total of the Company’s Current Assets less its Current Liabilities. “Current Assets” shall mean (i) cash and cash equivalents, (ii) accounts receivable, (iii) inventory, (iv) prepaid expenses, (v) unbilled revenues, and (vi) the estimated amount aggregate dollar value of Net Working Capital rental radios included in inventory (“Radio Inventory”). “Current Liabilities” shall mean (a) accounts payable, (b) advances and accrued expenses (including, without limitation, compensation expenses including, without limitation, salary, hourly wages, bonuses, sales commissions, benefits and vacation/sick days accruals), (c) accrued Taxes, as hereinafter defined, and (d) unearned revenues. Unless within thirty-five (35) business days of delivery of such draft final balance sheet by Sellers to Purchaser, Sellers have received a written objection from Purchaser to such draft final balance then such draft final balance sheet shall be considered the final balance sheet of the Company as of the Closing Date (the “Estimated Working Capital”) and (ii) the amount, if any, by which the Estimated Working Capital differs from the Working Capital Threshold, which amount will either be a positive number (if the Estimated Working Capital exceeds the Working Capital Threshold) or a negative number (if the Estimated Working Capital is less than the Working Capital Threshold). The Estimated Closing Certificate shall be used to make a preliminary adjustment to the Purchase Price pursuant to Section 3.3(b), subject to further adjustment in accordance with Section 3.3(d). (b) In the event that the Estimated Working Capital is less than $8,795,909 (the “Working Capital Threshold”), the Purchase Price shall be reduced by an amount equal to the amount by which the Estimated Working Capital is less than the Working Capital Threshold. In the event that the Estimated Working Capital is greater than the Working Capital Threshold, the Purchase Price shall be increased by an amount equal to the amount by which the Estimated Working Capital exceeds the Working Capital Threshold. (c) Within one hundred twenty (120) days after the Closing Date, the Purchaser shall prepare in good faith and deliver to the Seller a certificate setting forth, in reasonable detail, its determination of Net Working Capital as of 12:01 a.m. on the Closing Effective Date (the “Final Closing CertificateBalance Sheet”). The Seller shall have thirty If within thirty-five (3035) Business Days from the date on which the Final Closing Certificate has been delivered to it to raise any objection(s) to the Final Closing Certificate, by business days of delivery of the draft final balance sheet by Sellers to Purchaser, Seller receives a written notice objection from Purchaser to the Purchaser setting forth such objection(s) in reasonable detail (the “Disputed Items”). The Seller shall be deemed to have agreed with all items and amounts in the Final Closing Certificate not specifically referenced as a Disputed Item. In the event that the Seller does not deliver any such objection(s) with respect to the Final Closing Certificate within such thirty (30) Business Day perioddraft final balance sheet, then the Closing Certificate Sellers and Purchaser shall attempt to reconcile their differences diligently and in good faith and any resolution by them shall be deemed final for purposes of this Section 3.3final, binding and conclusive. In If the event that any such objection(s) are so delivered by the Seller, the Closing Certificate shall be deemed not final Sellers and the Purchaser and the Seller shall attempt, in good faith, to resolve the Disputed Items and, if they are unable to resolve all reach a resolution with such effect within ten (10) business days of the Disputed Items within twenty (20) Business Days Sellers’ receipt of delivery of the Purchaser’s written notice, the Sellers and the Purchaser shall submit such notice dispute for resolution to an independent accounting firm mutually appointed by the Seller, shall, within five (5) Business Days thereafter (or such earlier date as mutually agreed), submit the Disputed Items to an accounting firm selected by mutual agreement of Sellers and the Purchaser and the Seller (the “Independent Accounting Firm”). The Purchaser , which shall determine and the Seller shall provide report to the Independent Accounting Firm all work papers parties and back-up materials relating to the Disputed Items requested by the Independent Accounting Firm to the extent available to the Purchaser or its Affiliates or the Seller. The Purchaser and the Seller shall be afforded the opportunity to present to the Independent Accounting Firm any material related to the Disputed Items and to discuss the issues with the Independent Accounting Firm; provided, however, that any materials so provided to the Independent Accounting Firm shall also be made available to the other Party hereto. The Independent Accounting Firm shall be authorized to resolve only those items remaining in dispute between the Parties in accordance with the provisions of this Section 3.3(c) within the range of the difference between the Purchaser’s position with respect thereto and the Seller’s position with respect thereto. The determination by the Independent Accounting Firm, as set forth in a notice to be delivered to the Purchaser and the Seller within thirty (30) days after the submission of the Disputed Items to the Independent Accounting Firm, such report shall be final, binding and conclusive on the Purchaser and the Sellerparties hereto. The fees and expenses disbursements of the Independent Accounting Firm shall be split shared equally between by the Purchaser Sellers and the Seller, and the fees and disbursements of the representatives of each Party incurred in connection with their preparation or review of the Final Closing Certificate and preparation or review of any Disputed Items, as applicable, shall be borne by such Party. The final Net Working Capital reflected in the Closing Certificate, as revised to reflect the resolution of any Disputed Items by the Purchaser and the Seller and/or the Independent Accounting Firm, shall be deemed to be the “Final Working CapitalPurchaser.” (d) At such time as the Closing Certificate shall become final in accordance with Section 3.3(c), the Estimated Working Capital shall be compared to the Final Working Capital. In the event that the Final Working Capital is less than the Estimated Working Capital, the Seller shall pay to the Purchaser within five (5) Business Days, by delivery of a wire transfer of immediately available funds, a cash payment in the amount equal to the amount by which the Final Working Capital is less than the Estimated Working Capital. In the event that the Final Working Capital is greater than the Estimated Working Capital, the Purchaser shall pay to the Seller within five (5) Business Days, by delivery of a wire transfer of immediately available funds, a cash payment in the amount equal to the amount by which the Final Working Capital exceeds the Estimated Working Capital.

Net Working Capital Adjustment. (a) No later than two Business Days prior to the Closing Date, the Seller shall prepare in good faith Within sixty (in consultation with the Purchaser) and deliver to the Purchaser a certificate executed by the Seller’s Chief Financial Officer (the “Estimated Closing Certificate”) setting forth (i) the estimated amount of Net Working Capital as of the Closing Date (the “Estimated Working Capital”) and (ii) the amount, if any, by which the Estimated Working Capital differs from the Working Capital Threshold, which amount will either be a positive number (if the Estimated Working Capital exceeds the Working Capital Threshold) or a negative number (if the Estimated Working Capital is less than the Working Capital Threshold). The Estimated Closing Certificate shall be used to make a preliminary adjustment to the Purchase Price pursuant to Section 3.3(b), subject to further adjustment in accordance with Section 3.3(d). (b) In the event that the Estimated Working Capital is less than $8,795,909 (the “Working Capital Threshold”), the Purchase Price shall be reduced by an amount equal to the amount by which the Estimated Working Capital is less than the Working Capital Threshold. In the event that the Estimated Working Capital is greater than the Working Capital Threshold, the Purchase Price shall be increased by an amount equal to the amount by which the Estimated Working Capital exceeds the Working Capital Threshold. (c) Within one hundred twenty (12060) days after the Closing Date, the Purchaser Buyer shall cause the Company to prepare in good faith and deliver to the Seller Representatives a certificate schedule of the Closing Date Net Working Capital (the "Net Working Capital Schedule"). The Net Working Capital Schedule shall be deemed final upon the earliest of (i) the date on which the Buyer and the Seller Representatives agree that the Net Working Capital Schedule is final, (ii) if the Seller Representatives have not earlier notified the Buyer, in writing, of any dispute over the amounts shown on the Net Working Capital Schedule, the twentieth (20th) day following the date of delivery of the Net Working Capital Schedule to the Seller Representatives, and (iii) the date on which any disputes relating to the Net Working Capital Schedule are resolved, as described in Section 1.5(b) below. The final Net Working Capital Schedule, as adjusted by any agreement of the Buyer and the Seller Representatives or by any resolution of disputes as described in Section 1.5(b) below, is hereinafter referred to as the "Final Net Working Capital Schedule". (b) Notwithstanding anything to the contrary in this Agreement, any disputes regarding amounts shown in the Net Working Capital Schedule shall be resolved as set forth in this Section 1.5(b). The Seller Representatives may dispute any amount shown on the Net Working Capital Schedule initially delivered in accordance with Section 1.5(a) hereof by delivering written notice of each disputed item (each, a "Disputed Item") to the Buyer (the "Dispute Notice," and, the date of its delivery, the "Dispute Notice Date") within the 20 day period referred to in Section 1.5(a) specifying the amount thereof in dispute and setting forth, in reasonable detail, its determination of Net Working Capital as of 12:01 a.m. on the Closing Date (the “Final Closing Certificate”)basis for such dispute. The Seller shall have thirty (30) Business Days from the date on which the Final Closing Certificate has been delivered to it to raise any objection(s) to the Final Closing Certificate, by delivery of written notice to the Purchaser setting forth such objection(s) in reasonable detail (the “Disputed Items”). The Seller shall be deemed to have agreed with all items and amounts in the Final Closing Certificate not specifically referenced as a Disputed Item. In the event that the Seller does not deliver any such objection(s) with respect to the Final Closing Certificate within such thirty (30) Business Day period, then the Closing Certificate shall be deemed final for purposes of this Section 3.3. In the event that any such objection(s) are so delivered by the Seller, the Closing Certificate shall be deemed not final and the Purchaser and the Seller shall attempt, in good faith, to resolve the Disputed Items and, if they are unable to resolve all of the Disputed Items within Within twenty (20) Business Days of delivery of such notice by business days following the SellerDispute Notice Date, shall, within five (5) Business Days thereafter (or such earlier date as mutually agreed), submit the Disputed Items shall be submitted to an accounting firm selected by mutual agreement of the Purchaser and the Seller Deloitte & Touche LLP (the “"Independent Accounting Firm”). The Purchaser and the Seller shall provide to the Independent Accounting Firm all work papers and back-up materials relating to the Disputed Items requested by the Independent Accounting Firm to the extent available to the Purchaser or its Affiliates or the Seller. The Purchaser and the Seller shall be afforded the opportunity to present to the Independent Accounting Firm any material related to the Disputed Items and to discuss the issues with the Independent Accounting Firm; provided, however, that any materials so provided to the Independent Accounting Firm shall also be made available to the other Party hereto. The Independent Accounting Firm shall be authorized to resolve only those items remaining in dispute between the Parties in accordance with the provisions of this Section 3.3(c) within the range of the difference between the Purchaser’s position with respect thereto and the Seller’s position with respect thereto. The determination by the Independent Accounting Firm, as set forth in a notice to be delivered to the Purchaser and the Seller within thirty (30) days after the submission of the Disputed Items to the Independent Accounting Firm, shall be final, binding and conclusive on the Purchaser and the Seller. The fees and expenses of the Independent Accounting Firm shall be split equally between the Purchaser and the Seller, and the fees and disbursements of the representatives of each Party incurred in connection with their preparation or review of the Final Closing Certificate and preparation or review of any Disputed Items, as applicable, shall be borne by such Party. The final Net Working Capital reflected in the Closing Certificate, as revised to reflect the resolution of any Disputed Items by the Purchaser and the Seller and/or the Independent Accounting Firm, shall be deemed to be the “Final Working Capital.” (d) At such time as the Closing Certificate shall become final in accordance with Section 3.3(c), the Estimated Working Capital shall be compared to the Final Working Capital. In the event that the Final Working Capital is less than the Estimated Working Capital, the Seller shall pay to the Purchaser within five (5) Business Days, by delivery of a wire transfer of immediately available funds, a cash payment in the amount equal to the amount by which the Final Working Capital is less than the Estimated Working Capital. In the event that the Final Working Capital is greater than the Estimated Working Capital, the Purchaser shall pay to the Seller within five (5) Business Days, by delivery of a wire transfer of immediately available funds, a cash payment in the amount equal to the amount by which the Final Working Capital exceeds the Estimated Working Capital.Accountant"

Net Working Capital Adjustment. (a) No later Company shall deliver the Net Working Capital Certificate to Acquirer not less than two Business Days three business days prior to the Closing Date, the Seller shall prepare in good faith (in consultation with the Purchaser) and deliver to the Purchaser a certificate executed by the Seller’s Chief Financial Officer (the “Estimated Closing Certificate”) setting forth (i) the estimated amount of Net Working Capital as of the Closing Date (the “Estimated Working Capital”) and (ii) the amount, if any, by which the Estimated Working Capital differs from the Working Capital Threshold, which amount will either be a positive number (if the Estimated Working Capital exceeds the Working Capital Threshold) or a negative number (if the Estimated Working Capital is less than the Working Capital Threshold). The Estimated Closing Certificate shall be used to make a preliminary adjustment to the Purchase Price pursuant to Section 3.3(b), subject to further adjustment in accordance with Section 3.3(d). (b) In At Acquirer’s option, but in any event within 60 days after the event that Closing, Acquirer may object to the Estimated Net Working Capital is less than $8,795,909 calculations included in the Net Working Capital Certificate (the “NWC Calculations”) by delivering to the Representative a certificate (the “Acquirer NWC Certificate”) executed by Acquirer’s Chief Financial Officer setting forth Acquirer’s calculation of Net Working Capital Threshold”), the Purchase Price shall be reduced by an amount equal to and the amount by which the Estimated Net Working Capital as calculated by Acquirer is less than the Net Working Capital Threshold. In set forth in the event that the Estimated Net Working Capital is greater than the Working Capital Threshold, the Purchase Price shall be increased by an amount equal to the amount by which the Estimated Working Capital exceeds the Working Capital ThresholdCertificate. (c) Within one hundred twenty (120) The Representative may object to the Net Working Capital calculations set forth in the Acquirer NWC Certificate by providing written notice of such objection to Acquirer within 20 days after Acquirer’s delivery of the Closing DateAcquirer NWC Certificate (the “Notice of Objection”). (d) If the Representative timely provides the Notice of Objection, then the Purchaser parties shall prepare confer in good faith for a period of up to 10 business days following Acquirer’s timely receipt of the Notice of Objection, in an attempt to resolve any disagreement and deliver any resolution by them shall be in writing and shall be final and binding. (e) If, after such 10-business day period, the Representative and Acquirer cannot resolve any such disagreement, then the parties shall engage Deloitte & Touche USA LLP (the “Reviewing Accountant”) to review the NWC Calculations. After review of the NWC Calculations and Company’s books and records, the Reviewing Accountant shall promptly determine the Net Working Capital and such determination shall be final and binding on the parties. (f) If the Net Working Capital, as determined pursuant to Section 2.7(b) (in the event there is no Notice of Objection) or Section 2.7(d) or Section 2.7(e), is in fact less than the Net Working Capital set forth in the Net Working Capital Certificate (such difference, the “Negative Adjustment Amount”), then, if and only if the Total Merger Consideration would be reduced after giving effect to the Seller a certificate setting forthNegative Adjustment Amount, Acquirer shall be indemnified in reasonable detailaccordance with Article 11, its determination of without any dispute by the Representative, for the full amount of: (i) the Negative Adjustment Amount; (ii) if Net Working Capital as of 12:01 a.m. on the Closing Date (the “Final Closing Certificate”). The Seller shall have thirty (30) Business Days from the date on which the Final Closing Certificate has been delivered to it to raise any objection(s) to the Final Closing Certificate, by delivery of written notice to the Purchaser setting forth such objection(s) in reasonable detail (the “Disputed Items”). The Seller shall be deemed to have agreed with all items and amounts in the Final Closing Certificate not specifically referenced as a Disputed Item. In the event that the Seller does not deliver any such objection(s) with respect to the Final Closing Certificate within such thirty (30) Business Day period, then the Closing Certificate shall be deemed final for purposes of this Section 3.3. In the event that any such objection(s) are so delivered determined by the Seller, the Closing Certificate shall be deemed not final and the Purchaser and the Seller shall attempt, in good faith, to resolve the Disputed Items andReviewing Accountant, if they are unable applicable, is less than or equal to resolve all of the Disputed Items within twenty (20) Business Days of delivery of such notice by the Seller, shall, within five (5) Business Days thereafter (or such earlier date as mutually agreed), submit the Disputed Items to an accounting firm selected by mutual agreement of the Purchaser and the Seller (the “Independent Accounting Firm”). The Purchaser and the Seller shall provide to the Independent Accounting Firm all work papers and back-up materials relating to the Disputed Items requested by the Independent Accounting Firm to the extent available to the Purchaser or its Affiliates or the Seller. The Purchaser and the Seller shall be afforded the opportunity to present to the Independent Accounting Firm any material related to the Disputed Items and to discuss the issues with the Independent Accounting Firm; provided, however, that any materials so provided to the Independent Accounting Firm shall also be made available to the other Party hereto. The Independent Accounting Firm shall be authorized to resolve only those items remaining in dispute between the Parties in accordance with the provisions of this Section 3.3(c) within the range of the difference between the Purchaser’s position with respect thereto and the Seller’s position with respect thereto. The determination by the Independent Accounting Firm, Net Working Capital as set forth in a notice to be delivered to the Purchaser Acquirer NWC Certificate, all fees and the Seller within thirty (30) days after the submission expenses, if any, of the Disputed Items to Reviewing Accountant; and (iii) if Net Working Capital as determined by the Independent Accounting FirmReviewing Accountant, shall be finalif applicable, binding and conclusive on is greater than Net Working Capital as set forth in the Purchaser and the Seller. The fees and expenses Acquirer NWC Certificate, a percentage of the Independent Accounting Firm shall be split equally between the Purchaser and the Seller, and the fees and disbursements expenses, if any, of the representatives of each Party incurred in connection with their preparation or review of Reviewing Accountant, which percentage shall equal the Final Closing Certificate and preparation or review of any Disputed Items, as applicable, shall be borne by such Party. The final difference between Net Working Capital reflected as set forth in the Closing Certificate, Net Working Capital Certificate and Net Working Capital as revised to reflect the resolution of any Disputed Items determined by the Purchaser and Reviewing Accountant, if applicable, divided by the Seller and/or the Independent Accounting Firm, shall be deemed to be the “Final Working Capital.” (d) At such time as the Closing Certificate shall become final in accordance with Section 3.3(c), the Estimated difference between Net Working Capital shall be compared to as set forth in the Final Working Capital. In the event that the Final Net Working Capital is less than the Estimated Certificate and Net Working Capital, the Seller shall pay to the Purchaser within five (5) Business Days, by delivery of a wire transfer of immediately available funds, a cash payment Capital as set forth in the amount equal to Acquirer NWC Certificate. Notwithstanding the amount by which foregoing, Acquirer shall not be indemnified for any portion of fees and expenses, if any, of the Final Reviewing Accountant, if the Net Working Capital is less than as determined by the Estimated Working Capital. In the event that the Final Working Capital Reviewing Accountant is greater than the Estimated Net Working Capital, the Purchaser shall pay to the Seller within five (5) Business Days, by delivery of a wire transfer of immediately available funds, a cash payment Capital as set forth in the amount equal Acquirer NWC Certificate. (g) Acquirer’s decision to provide or not to provide the amount by which Acquirer NWC Certificate pursuant to, and to follow the Final Working Capital exceeds procedure set forth in, this Section 2.7 shall not constitute a waiver of any other remedy Acquirer may have in connection with the Estimated Working CapitalNWC Calculations, including the indemnification provisions of Article 11.

Net Working Capital Adjustment. (a) No later than two Business Days prior to the Closing Date, the Seller shall prepare in good faith (in consultation with the Purchaser) and deliver to the Purchaser a certificate executed by the Seller’s Chief Financial Officer (the “Estimated Closing Certificate”) setting forth (i) the estimated amount of Net Working Capital as of the Closing Date (the “Estimated Working Capital”) and (ii) the amount, if any, by which the Estimated Working Capital differs from the Working Capital Threshold, which amount will either be a positive number (if the Estimated Working Capital exceeds the Working Capital Threshold) or a negative number (if the Estimated Working Capital is less than the Working Capital Threshold). The Estimated Closing Certificate shall be used to make a preliminary adjustment to the Purchase Price pursuant to Section 3.3(b), subject to further adjustment in accordance with Section 3.3(d). (b) In the event that the Estimated Working Capital is less than $8,795,909 (the “Working Capital Threshold”), the Purchase Price shall be reduced by an amount equal to the amount by which the Estimated Working Capital is less than the Working Capital Threshold. In the event that the Estimated Working Capital is greater than the Working Capital Threshold, the Purchase Price shall be increased by an amount equal to the amount by which the Estimated Working Capital exceeds the Working Capital Threshold. (c) Within one hundred twenty (120) 15 business days after the Closing Date, Sellers shall cause to be prepared and delivered to Purchaser a draft final balance sheet of the Purchaser shall prepare in good faith and deliver to the Seller a certificate setting forth, in reasonable detail, its determination of Net Working Capital Company as of 12:01 a.m. on the Closing Date but immediately prior to the Closing, which shall include a final calculation of the net working capital of the Company (“Final Net Working Capital”), determined in accordance with GAAP consistent with the Company’s historical procedures. “Net Working Capital” shall mean the total of the Company’s Current Assets less its Current Liabilities and Long-Term Debt. “Current Assets” shall mean (i) cash and cash equivalents, (ii) accounts receivable, (iii) inventory, (iv) prepaid expenses and (v) unbilled revenues. “Current Liabilities” shall mean (a) accounts payable, (b) advances and accrued expenses (including, without limitation, compensation expenses including, without limitation, salary, hourly wages, bonuses, sales commissions, benefits and vacation/sick days accruals), (c) accrued Taxes, and (d) unearned revenues. “Long-Term Debt” shall mean all non-trade debt on bank lines of credit and notes payable. Unless within thirty-five (35) business days of delivery of such draft final balance sheet by Sellers to Purchaser, Sellers have received a written objection from Purchaser to such draft final balance then such draft final balance sheet shall be considered the final balance sheet of the Company as of the Closing Date but immediately prior to the Closing (the “Final Closing CertificateBalance Sheet”). The Seller shall have thirty If within thirty-five (3035) Business Days from the date on which the Final Closing Certificate has been delivered to it to raise any objection(s) to the Final Closing Certificate, by business days of delivery of the draft final balance sheet by Sellers to Purchaser, Seller receives a written notice objection from Purchaser to the Purchaser setting forth such objection(s) in reasonable detail (the “Disputed Items”). The Seller shall be deemed to have agreed with all items and amounts in the Final Closing Certificate not specifically referenced as a Disputed Item. In the event that the Seller does not deliver any such objection(s) with respect to the Final Closing Certificate within such thirty (30) Business Day perioddraft final balance sheet, then the Closing Certificate Sellers and Purchaser shall attempt to reconcile their differences diligently and in good faith and any resolution by them shall be deemed final for purposes of this Section 3.3final, binding and conclusive. In If the event that any such objection(s) are so delivered by the Seller, the Closing Certificate shall be deemed not final Sellers and the Purchaser and the Seller shall attempt, in good faith, to resolve the Disputed Items and, if they are unable to resolve all reach a resolution with such effect within ten (10) business days of the Disputed Items within twenty (20) Business Days Sellers’ receipt of delivery of the Purchaser’s written notice, the Sellers and the Purchaser shall submit such notice dispute for resolution to an independent accounting firm mutually appointed by the Seller, shall, within five (5) Business Days thereafter (or such earlier date as mutually agreed), submit the Disputed Items to an accounting firm selected by mutual agreement of Sellers and the Purchaser and the Seller (the “Independent Accounting Firm”). The Purchaser , which shall determine and the Seller shall provide report to the Independent Accounting Firm all work papers parties and back-up materials relating to the Disputed Items requested by the Independent Accounting Firm to the extent available to the Purchaser or its Affiliates or the Seller. The Purchaser and the Seller shall be afforded the opportunity to present to the Independent Accounting Firm any material related to the Disputed Items and to discuss the issues with the Independent Accounting Firm; provided, however, that any materials so provided to the Independent Accounting Firm shall also be made available to the other Party hereto. The Independent Accounting Firm shall be authorized to resolve only those items remaining in dispute between the Parties in accordance with the provisions of this Section 3.3(c) within the range of the difference between the Purchaser’s position with respect thereto and the Seller’s position with respect thereto. The determination by the Independent Accounting Firm, as set forth in a notice to be delivered to the Purchaser and the Seller within thirty (30) days after the submission of the Disputed Items to the Independent Accounting Firm, such report shall be final, binding and conclusive on the Purchaser and the Sellerparties hereto. The fees and expenses disbursements of the Independent Accounting Firm shall be split shared equally between by the Sellers and the Purchaser and the Seller, and the fees and disbursements of the representatives of each Party incurred in connection with their preparation or review of the Final Closing Certificate and preparation or review of any Disputed Items, as applicable, shall be borne by such Party. The final Net Working Capital reflected in the Closing Certificate, as revised to reflect the resolution of any Disputed Items by the Purchaser and the Seller and/or the Independent Accounting Firm, Firm shall be deemed to be otherwise determine in light of the “Final Working Capitalbona fides of the disputed positions being taken by the parties.” (d) At such time as the Closing Certificate shall become final in accordance with Section 3.3(c), the Estimated Working Capital shall be compared to the Final Working Capital. In the event that the Final Working Capital is less than the Estimated Working Capital, the Seller shall pay to the Purchaser within five (5) Business Days, by delivery of a wire transfer of immediately available funds, a cash payment in the amount equal to the amount by which the Final Working Capital is less than the Estimated Working Capital. In the event that the Final Working Capital is greater than the Estimated Working Capital, the Purchaser shall pay to the Seller within five (5) Business Days, by delivery of a wire transfer of immediately available funds, a cash payment in the amount equal to the amount by which the Final Working Capital exceeds the Estimated Working Capital.

Net Working Capital Adjustment. (a) No later than At least two Business Days business days prior to the Closing Date, the Seller Sellers shall prepare in good faith (in consultation with the Purchaser) and deliver to the Purchaser a certificate executed by the Seller’s Chief Financial Officer statement (the “Estimated "ESTIMATED WORKING CAPITAL STATEMENT") of the estimated Net Working Capital of the Business as of the Closing Certificate”) setting forth Date (the "ESTIMATED WORKING CAPITAL"). As used herein, "NET WORKING CAPITAL" shall be equal to (i) the estimated sum of net Inventory (measured at cost on a FIFO basis), in an amount to be not greater than $250,000 and not less than $200,000, and prepaid expenses of the Business, and cash on hand in the Restaurants on the Closing Date, less (ii) the sum of accrued property taxes, and the other agreed upon accrued liabilities of the Business (excluding liabilities arising out of previously issued gift certificates) which are set forth on SCHEDULE 1.3.3 (the "ACCRUED LIABILITIES"). On the Closing Date the Purchase Price payable pursuant to Section 1.3.1 hereof shall be increased by the amount of the Estimated Working Capital set forth in the Estimated Working Capital Statement. On the Closing Date, Sellers and Purchaser or its representative shall take a complete physical count of the Inventory of the Business. Within fifteen (15) days after the Closing Date, Sellers shall deliver to Purchaser a statement (the "CLOSING WORKING CAPITAL STATEMENT") indicating the actual Net Working Capital as of the Closing Date (the “Estimated Working Capital”) "CLOSING WORKING CAPITAL"). Purchaser and (ii) the amount, if any, by which the Estimated Sellers agree that such Closing Working Capital differs from the Working Capital Threshold, which amount will either be a positive number (if the Estimated Working Capital exceeds the Working Capital Threshold) or a negative number (if the Estimated Working Capital is less than the Working Capital Threshold). The Estimated Closing Certificate Statement shall be used to make a preliminary adjustment to the Purchase Price pursuant to Section 3.3(b), subject to further adjustment in accordance with Section 3.3(d). (b) In the event that the Estimated Working Capital is less than $8,795,909 (the “Working Capital Threshold”), the Purchase Price shall be reduced by an amount equal to the amount by which the Estimated Working Capital is less than the Working Capital Threshold. In the event that the Estimated Working Capital is greater than the Working Capital Threshold, the Purchase Price shall be increased by an amount equal to the amount by which the Estimated Working Capital exceeds the Working Capital Threshold. (c) Within one hundred twenty (120) days after the Closing Date, the Purchaser shall prepare in good faith and deliver to the Seller a certificate setting forth, in reasonable detail, its determination of Net Working Capital as of 12:01 a.m. on the Closing Date (the “Final Closing Certificate”). The Seller shall have thirty (30) Business Days from the date on which the Final Closing Certificate has been delivered to it to raise any objection(s) to the Final Closing Certificate, by delivery of written notice to the Purchaser setting forth such objection(s) in reasonable detail (the “Disputed Items”). The Seller shall be deemed to have agreed with all items and amounts in the Final Closing Certificate not specifically referenced as a Disputed Item. In the event that the Seller does not deliver any such objection(s) with respect to the Final Closing Certificate within such thirty (30) Business Day period, then the Closing Certificate shall be deemed final for purposes of this Section 3.3. In the event that any such objection(s) are so delivered by the Seller, the Closing Certificate shall be deemed not final and the Purchaser and the Seller shall attempt, in good faith, to resolve the Disputed Items and, if they are unable to resolve all of the Disputed Items within twenty (20) Business Days of delivery of such notice by the Seller, shall, within five (5) Business Days thereafter (or such earlier date as mutually agreed), submit the Disputed Items to an accounting firm selected by mutual agreement of the Purchaser and the Seller (the “Independent Accounting Firm”). The Purchaser and the Seller shall provide to the Independent Accounting Firm all work papers and back-up materials relating to the Disputed Items requested by the Independent Accounting Firm to the extent available to the Purchaser or its Affiliates or the Seller. The Purchaser and the Seller shall be afforded the opportunity to present to the Independent Accounting Firm any material related to the Disputed Items and to discuss the issues with the Independent Accounting Firm; provided, however, that any materials so provided to the Independent Accounting Firm shall also be made available to the other Party hereto. The Independent Accounting Firm shall be authorized to resolve only those items remaining in dispute between the Parties prepared in accordance with the provisions of this Section 3.3(c) within the range of the difference between the Purchaser’s position with respect thereto procedures and the Seller’s position with respect thereto. The determination by the Independent Accounting Firm, as principles set forth in a notice to be delivered to the Purchaser and the Seller within thirty (30) days after the submission of the Disputed Items to the Independent Accounting Firm, shall be final, binding and conclusive on the Purchaser and the Seller. The fees and expenses of the Independent Accounting Firm shall be split equally between the Purchaser and the Seller, and the fees and disbursements of the representatives of each Party incurred in connection with their preparation or review of the Final Closing Certificate and preparation or review of any Disputed Items, as applicable, shall be borne by such Party. The final Net Working Capital reflected in the Closing Certificate, as revised to reflect the resolution of any Disputed Items by the Purchaser and the Seller and/or the Independent Accounting Firm, shall be deemed to be the “Final Working CapitalSCHEDULE 1.3.” (d) At such time as the Closing Certificate shall become final in accordance with Section 3.3(c), the Estimated Working Capital shall be compared to the Final Working Capital. In the event that the Final Working Capital is less than the Estimated Working Capital, the Seller shall pay to the Purchaser within five (5) Business Days, by delivery of a wire transfer of immediately available funds, a cash payment in the amount equal to the amount by which the Final Working Capital is less than the Estimated Working Capital. In the event that the Final Working Capital is greater than the Estimated Working Capital, the Purchaser shall pay to the Seller within five (5) Business Days, by delivery of a wire transfer of immediately available funds, a cash payment in the amount equal to the amount by which the Final Working Capital exceeds the Estimated Working Capital.

Net Working Capital Adjustment. (a) No later Not less than two Business Days three (3) business days prior to the Closing Date and in no event more than seven (7) business days prior to the Closing Date, the Seller shall prepare in good faith (in consultation with the Purchaser) and deliver to the Purchaser the Financial Statement Packet and a certificate executed written schedule (certified by the Seller’s Chief Financial Officer chief financial officer) (the “Estimated Closing CertificateStatement”) setting forth in reasonable detail the Seller’s good faith estimate of (i) the estimated amount of Net Closing Date Working Capital as of the Closing Date (the “Estimated Closing Date Working Capital”), (ii) the Closing Date Cash (the “Estimated Closing Date Cash”), (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”) and (iiiv) the amount, if any, by which Closing Date Transaction Expenses (the “Estimated Working Capital differs from the Working Capital Threshold, which amount will either be a positive number (if the Estimated Working Capital exceeds the Working Capital Threshold) or a negative number (if the Estimated Working Capital is less than the Working Capital ThresholdClosing Date Transaction Expenses”). The Estimated Closing Certificate Statement and the determinations and calculations contained therein (including the Closing Date Working Capital) shall be used to make a preliminary adjustment to the Purchase Price pursuant to Section 3.3(b), subject to further adjustment calculated in accordance with Section 3.3(d)the Accounting Principles. Upon the delivery of the Estimated Closing Statement, the Seller will make available to the Purchaser and its Representatives the work papers and other books and records used in preparing the Estimated Closing Statement. Prior to Closing, the Seller shall cooperate in good faith to answer any questions and resolve any issues raised by the Purchaser and its Representatives in connection with their review of the Estimated Closing Statement. (b) In Within ninety (90) calendar days following the event that the Estimated Working Capital is less than $8,795,909 (the “Working Capital Threshold”), the Purchase Price shall be reduced by an amount equal to the amount by which the Estimated Working Capital is less than the Working Capital Threshold. In the event that the Estimated Working Capital is greater than the Working Capital Threshold, the Purchase Price shall be increased by an amount equal to the amount by which the Estimated Working Capital exceeds the Working Capital Threshold. (c) Within one hundred twenty (120) days after the Closing DateClosing, the Purchaser shall prepare in good faith and deliver to the Seller a certificate written schedule (the “Closing Statement”) setting forth, forth in reasonable detaildetail its calculation of the (i) Closing Date Working Capital, its determination of Net Working Capital as of 12:01 a.m. on (ii) the Closing Date Cash, (iii) the Closing Date Indebtedness and (iv) the Closing Date Transaction Expenses. Following the Closing, the Purchaser shall provide the Seller and its Representatives reasonable access, during regular business hours, in such a manner as to not interfere with the normal operation of the Purchaser and its Affiliates, to the (subject to the execution of customary work paper access letters, if requested) work papers and books and records relating to the preparation of the Closing Statement solely for the purpose of assisting the Seller in its review of the Closing Statement and the calculations contained therein. If the Seller disagrees with the calculations in the Closing Statement, the Seller shall notify the Purchaser of such disagreement in writing (the “Final Dispute Notice”) within forty-five (45) days after delivery of the Closing Certificate”)Statement. The Seller shall have thirty (30) Business Days from the date on which the Final Closing Certificate has been delivered to it to raise any objection(s) to the Final Closing Certificate, by delivery of written notice to the Purchaser setting Dispute Notice must set forth such objection(s) in reasonable detail (i) any item on the “Disputed Items”)Closing Statement which the Seller believes has not been prepared in accordance with this Agreement and the correct amount of such item and (ii) the Seller’s alternative calculation of the Closing Date Working Capital, the Closing Date Cash, the Closing Date Indebtedness and/or the Closing Date Transaction Expenses, as the case may be. The Seller shall be deemed to have agreed with all items and amounts in the Final Closing Certificate not specifically referenced as a Disputed Item. In the event Any item or amount that the Seller does not deliver any such objection(s) with respect to dispute in reasonable detail in the Final Closing Certificate Dispute Notice within such thirty (30) Business Day period, then the Closing Certificate shall be deemed final for purposes of this Section 3.3. In the event that any such objection(s) are so delivered by the Seller, the Closing Certificate shall be deemed not final and the Purchaser and the Seller shall attempt, in good faith, to resolve the Disputed Items and, if they are unable to resolve all of the Disputed Items within twenty (20) Business Days of delivery of such notice by the Seller, shall, within forty-five (545) Business Days thereafter (or such earlier date as mutually agreed), submit the Disputed Items to an accounting firm selected by mutual agreement of the Purchaser and the Seller (the “Independent Accounting Firm”). The Purchaser and the Seller shall provide to the Independent Accounting Firm all work papers and back-up materials relating to the Disputed Items requested by the Independent Accounting Firm to the extent available to the Purchaser or its Affiliates or the Seller. The Purchaser and the Seller shall be afforded the opportunity to present to the Independent Accounting Firm any material related to the Disputed Items and to discuss the issues with the Independent Accounting Firm; provided, however, that any materials so provided to the Independent Accounting Firm shall also be made available to the other Party hereto. The Independent Accounting Firm shall be authorized to resolve only those items remaining in dispute between the Parties in accordance with the provisions of this Section 3.3(c) within the range of the difference between the Purchaser’s position with respect thereto and the Seller’s position with respect thereto. The determination by the Independent Accounting Firm, as set forth in a notice to be delivered to the Purchaser and the Seller within thirty (30) days after the submission of the Disputed Items to the Independent Accounting Firmday period, shall be final, binding and conclusive on for all purposes hereunder. In the event any such Dispute Notice is timely provided, the Purchaser and the SellerSeller shall use commercially reasonable efforts for a period of fifteen (15) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculations included in the Closing Statement that were disputed in the Dispute Notice. The fees If, at the end of such period, the Seller and expenses the Representatives of the Independent Accounting Firm Purchaser remain unable to resolve the dispute in its entirety, then the unresolved items and amounts thereof in dispute shall be split equally between submitted to KPMG, LLP, or if such firm cannot or does not accept such engagement, another nationally recognized independent accounting firm, reasonably acceptable to the Purchaser and the Seller, which shall not be the independent accountants of the Purchaser or the Seller (the “Dispute Auditor”). The Dispute Auditor shall determine, based solely on the provisions of this Section 1.3 and the fees written presentations by the Seller and disbursements the Purchaser, and not by independent review, only those items and amounts that remain then in dispute as set forth in the Dispute Notice in reasonable detail. The Dispute Auditor’s determination of the representatives of each Party incurred in connection with their preparation or review of Closing Date Working Capital, the Final Closing Certificate and preparation or review of any Disputed ItemsDate Cash, the Closing Date Indebtedness and/or the Closing Date Transaction Expenses, as applicable, shall be borne by such Partymade within forty-five (45) days after the dispute is submitted for its determination and shall be set forth in a written statement delivered to the Seller and the Purchaser. A judgment of a court of competent jurisdiction selected pursuant to Section 9.6 hereof may be entered upon the Dispute Auditor’s determination. The final Net Working Capital reflected Dispute Auditor shall have exclusive jurisdiction over, and resorting to the Dispute Auditor as provided in this Section 1.3(b) shall be the Closing Certificate, as revised only recourse and remedy of the parties against one another with respect to reflect those items and amounts that remain in dispute within the resolution scope of any Disputed Items by the third immediately preceding sentence of this Section 1.3(b). The Dispute Auditor shall allocate its fees and expenses between the Purchaser and the Seller and/or according to the Independent Accounting Firmdegree to which the positions of the respective parties are not accepted by the Dispute Auditor. By way of illustration, (i) if Purchaser’s calculations would have resulted in a $1,000,000 net payment to Purchaser, and the Seller’s calculations would have resulted in a $1,000,000 net payment to the Seller and the Dispute Auditor’s final determination results an in aggregate net payment of $500,000 to the Seller, then the Purchaser and the Seller shall pay 75% and 25%, respectively, of such fees and expenses and (ii) if each of such parties’ calculation differs from the Dispute Auditor’s calculation by $1,000,000, the Purchaser and the Seller shall split such fees and expenses evenly. In no event shall the decision of the Dispute Auditor assign a value to any item greater than the greatest value for such item claimed by either the Purchaser or the Seller or lesser than the smallest value for such item claimed by either the Purchaser or the Seller. Any determinations made by the Dispute Auditor pursuant to this Section 1.3 shall be deemed to be final, non-appealable and binding on the “Final Working Capital.” (d) At such time as parties hereto, absent manifest error, gross negligence or fraud. The date on which the Closing Certificate shall become final in accordance with Section 3.3(c), the Estimated Working Capital shall be compared to the Final Working Capital. In the event that the Final Working Capital is less than the Estimated Date Working Capital, the Seller shall pay to the Purchaser within five (5) Business Days, by delivery of a wire transfer of immediately available funds, a cash payment in the amount equal to the amount by which the Final Working Capital is less than the Estimated Working Capital. In the event that the Final Working Capital is greater than the Estimated Working CapitalClosing Date Cash, the Purchaser shall pay Closing Date Indebtedness and the Closing Date Transaction Expenses are finally determined in accordance with this Section 1.3(b) is hereinafter referred to as the Seller within five (5) Business Days, by delivery of a wire transfer of immediately available funds, a cash payment in the amount equal to the amount by which the Final Working Capital exceeds the Estimated Working Capital“Determination Date.”

Net Working Capital Adjustment. (a) No later than two Business Days prior to Sixty (60) days after the Closing Date, Sellers’ representative (to be identified by Sellers at or prior to the Seller shall prepare in good faith (in consultation with the PurchaserClosing) and will deliver to the Purchaser Buyer a certificate executed by the Seller’s Chief Financial Officer (the “Estimated Closing Certificate”) statement, prepared in accordance with GAAP, setting forth (i) the estimated amount of Net Working Capital Current Assets and Current Liabilities as of the Closing Date (the “Estimated Working CapitalClosing Statement”) ), and (ii) the amount, if any, by which the Estimated Working Capital differs from the Working Capital Threshold, which amount will either be a positive number (if the Estimated Working Capital exceeds the Working Capital Threshold) or a negative number (if the Estimated Working Capital is less than the Working Capital Threshold). The Estimated Closing Certificate shall be used to make a preliminary adjustment to the Purchase Price pursuant to shall be recalculated as provided in Section 3.3(b), subject to further adjustment in accordance with Section 3.3(d)4.4(b) below. (b) In Based on the event that entries set forth in the Estimated Closing Statement, the following adjustments (“Post-Closing Adjustment”) shall be made: (i) If the Net Working Capital is less greater than $8,795,909 2,040,000.00 (the “Working Capital ThresholdTarget”), then the Purchase Price shall be increased by an amount equal to the difference and Buyer shall pay Sellers in cash an amount equal to such difference in the proportions set forth under Schedule 4.1. (ii) If the Working Capital Target is greater than the Net Working Capital, then the Purchase Price shall be reduced by an amount equal to the amount by which the Estimated Working Capital is less than the Working Capital Threshold. In the event that the Estimated Working Capital is greater than the Working Capital Threshold, the Purchase Price difference and Sellers shall be increased by pay Buyer in cash an amount equal to the amount by which the Estimated Working Capital exceeds the Working Capital Thresholdsuch difference. (c) Within one hundred twenty If the Buyer disputes any entry in the Closing Statement relevant to the calculation of the Post-Closing Adjustment, the Buyer shall deliver to Sellers’ representative a written notice within fifteen (12015) days after receipt of the Closing DateStatement (the “Objection Period”) specifying any changes Buyer proposes to the Closing Statement (a “Notice of Disagreement”). If a Notice of Disagreement is timely delivered by Buyer, the Purchaser shall prepare Sellers’ representative and Buyer shall, during the fifteen (15) day period immediately following delivery of the Notice of Disagreement, seek in good faith and deliver to the Seller a certificate setting forth, in reasonable detail, its determination of Net Working Capital as of 12:01 a.m. on the Closing Date (the “Final Closing Certificate”). The Seller shall resolve any differences they may have thirty (30) Business Days from the date on which the Final Closing Certificate has been delivered to it to raise any objection(s) to the Final Closing Certificate, by delivery of written notice to the Purchaser setting forth such objection(s) in reasonable detail (the “Disputed Items”). The Seller shall be deemed to have agreed with all items and amounts in the Final Closing Certificate not specifically referenced as a Disputed Item. In the event that the Seller does not deliver any such objection(s) with respect to the Final Closing Certificate matters specified in the Notice of Disagreement. If such dispute is not resolved to the mutual satisfaction of Buyer and the Sellers’ representative within such thirty fifteen (3015) Business Day day period, then the Closing Certificate Sellers’ representative, on the one hand, and Buyer, on the other hand, each shall have the right to require that such dispute be deemed final for purposes of this Section 3.3. In the event that any such objection(s) are so delivered by the Seller, the Closing Certificate shall be deemed not final and the Purchaser and the Seller shall attempt, in good faith, submitted to resolve the Disputed Items and, if they are unable to resolve all of the Disputed Items within twenty (20) Business Days of delivery of such notice by the Seller, shall, within five (5) Business Days thereafter (or such earlier date as mutually agreed), submit the Disputed Items to an a certified public accounting firm selected by mutual agreement of as the Purchaser Sellers’ representative and the Seller Buyer shall then agree in writing (the “Independent Accounting FirmAccountant”). The Purchaser Buyer and the Seller shall provide Sellers’ representative will give the Independent Accountant access to the Independent Accounting Firm all books and records, as well as any accounting work papers and back-up materials or other schedules relating to the Disputed Items Closing Statement and the Notice of Disagreement, and such other relevant information reasonably requested by the Independent Accounting Firm to the extent available to the Purchaser or its Affiliates or the Seller. The Purchaser and the Seller shall be afforded the opportunity to present to the Independent Accounting Firm any material related to the Disputed Items and to discuss the issues with the Independent Accounting Firm; provided, however, that any materials so provided to the Independent Accounting Firm shall also be made available to the other Party heretoAccountant. The Independent Accounting Firm Accountant shall determine the manner in which any fees and expenses shall be authorized to resolve only those items remaining in dispute 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 amount of 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 the provisions of this Section 3.3(c) within Agreement, and otherwise where applicable in accordance with GAAP. If any matters have been submitted to the range Independent Accountant for review and resolution in accordance with the provisions above, then the Sellers’ representative and the Buyer shall request that the Independent Accountant complete its preparation of the difference between the Purchaser’s position with respect thereto and the Seller’s position with respect thereto. The determination by the Independent Accounting Firm, as set forth in a notice to be delivered to the Purchaser and the Seller Closing Statement within thirty (30) days after from the submission of the Disputed Items matters specified in such Notice of Disagreement, and to deliver a copy of the Closing Statement to the Independent Accounting Firm, shall be final, binding and conclusive on the Purchaser Sellers’ representative and the SellerBuyer, together with a report setting forth each disputed adjustment or matter and the Independent Accountant’s determination with respect thereto. The fees Independent Accountant’s determination will be conclusive and expenses binding upon the Parties and may be entered and enforced in any court of the Independent Accounting Firm shall be split equally between the Purchaser and the Seller, and the fees and disbursements of the representatives of each Party incurred in connection with their preparation or review of the Final Closing Certificate and preparation or review of any Disputed Items, as applicable, shall be borne by such Party. The final Net Working Capital reflected in the Closing Certificate, as revised to reflect the resolution of any Disputed Items by the Purchaser and the Seller and/or the Independent Accounting Firm, shall be deemed to be the “Final Working Capitalcompetent jurisdiction.” (d) At such time If the amount owed by Buyer to the Sellers increases or is reduced as a result of the Post-Closing Adjustment, Buyer or the Sellers, as the case may 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 the Sellers’ representative agree on the Post- Closing Certificate shall become final in accordance with Section 3.3(c)Adjustments, and (iii) the Estimated Working Capital date on which the decision of the Independent Accountant is rendered. Any payments required to be made by either Buyer or the Sellers to the other shall be compared to the Final Working Capital. In the event that the Final Working Capital is less than the Estimated Working Capital, the Seller shall pay to the Purchaser within five (5) Business Days, paid by delivery of a wire transfer of immediately available fundsfunds to such bank account as the recipient shall designate in writing, a cash payment and shall be deemed to effect an increase or reduction, as the case may be, in the amount equal to the amount by which the Final Working Capital is less than the Estimated Working Capital. In the event that the Final Working Capital is greater than the Estimated Working Capital, the Purchaser shall pay to the Seller within five (5) Business Days, by delivery of a wire transfer of immediately available funds, a cash payment in the amount equal to the amount by which the Final Working Capital exceeds the Estimated Working CapitalInitial Purchase Price.

Net Working Capital Adjustment. (a) No later Not more than two Business Days five (5) business days, but at least three (3) business days, prior to the Closing Date, the Seller shall prepare Shareholders' Representative (on behalf of the Shareholders and the Optionholders) in good faith (in consultation with the Purchaser) shall prepare and deliver to Buyer the Purchaser a certificate executed by Company's estimated Net Working Capital immediately prior to the Seller’s Chief Financial Officer Closing (the “"Estimated Closing Certificate”Net Working Capital") setting forth based on the Company's books and records and other information then available and Buyer shall be given access to such books and records and other information and the opportunity to consult with the Shareholders' Representative (on behalf of the Shareholders and the Optionholders) for purposes of confirming or disputing the Estimated Closing Net Working Capital; provided, however, that if the Shareholders' Representative and Buyer cannot agree on the Estimated Closing Net Working Capital, the Estimated Closing Net Working Capital shall be deemed to be equal to the average of the Shareholders' Representative's and Buyer's respective good faith determination thereof. At Closing: (i) the estimated amount of Net Working Capital as of the Closing Date (the “Estimated Working Capital”) and (ii) the amount, if any, by which If the Estimated Working Capital differs from the Working Capital Threshold, which amount will either be a positive number (if the Estimated Working Capital exceeds the Working Capital Threshold) or a negative number (if the Estimated Working Capital is less than the Working Capital Threshold). The Estimated Closing Certificate shall be used to make a preliminary adjustment to the Purchase Price pursuant to Section 3.3(b), subject to further adjustment in accordance with Section 3.3(d). (b) In the event that the Estimated Net Working Capital is less than $8,795,909 12,500,000 (A) the “Working Capital Threshold”), aggregate Base Option Repurchase Price shall be reduced by an amount equal to the product of the Option Percentage multiplied by such deficiency and (B) the aggregate Base Share Purchase Price shall be reduced by an amount equal to the amount product of the Share Percentage multiplied by which such deficiency. (ii) If the Estimated Closing Net Working Capital is less than exceeds $12,500,000 (A) the Working Capital Threshold. In aggregate Base Option Repurchase Price shall be increased by an amount equal to the event that product of the Estimated Working Capital is greater than Option Percentage multiplied by such excess and (B) the Working Capital Threshold, the aggregate Base Share Purchase Price shall be increased by an amount equal to the amount product of the Share Percentage multiplied by which the Estimated Working Capital exceeds the Working Capital Thresholdsuch excess. (cb) Within one hundred twenty As promptly as practicable, but in no event later than ninety (12090) days after the Closing Date, the Purchaser shall prepare Buyer in good faith shall prepare and deliver to the Seller Shareholders' Representative, a certificate consolidated balance sheet of the Company as of the close of business on the Closing Date prepared in accordance with GAAP, together with a report thereon prepared by the Company's accountants (the "Closing Balance Sheet"), setting forth, in reasonable detail, its determination forth Buyer's calculation of the Net Working Capital as of 12:01 a.m. on the Closing Date (the “Final "Closing Certificate”Net Working Capital"). (c) The Company shall, and shall cause its accountants to, permit the Shareholders' Representative to have full access to the books, records and other documents (including work papers) pertaining to or used in connection with preparation of the Closing Balance Sheet and Buyer's calculation of the Closing Net Working Capital and provide the Shareholders' Representative with copies thereof (as reasonably requested by the Shareholders' Representative). The Seller shall have thirty If the Shareholders' Representative (30on behalf of the Shareholders and the Optionholders) Business Days from disagrees with Buyer's calculation of the date Closing Net Working Capital as set forth on which the Final Closing Certificate has been delivered to it to raise any objection(sBalance Sheet, the Shareholders' Representative will notify Buyer in writing of such disagreement (the "Objection Notice") (such Objection Notice setting forth the basis for such disagreement in reasonable detail) within fifteen (15) business days after Buyer's delivery of the Closing Balance Sheet to the Final Shareholders' Representative. If the Shareholders' Representative fails to deliver an Objection Notice within such fifteen (15) business day period, Buyer's calculation of the Closing Certificate, by delivery of written notice to the Purchaser setting forth such objection(s) in reasonable detail (the “Disputed Items”). The Seller Net Working Capital shall be deemed conclusive and binding upon the Shareholders, the Optionholders, the Shareholders' Representative and Buyer. If the Shareholders' Representative delivers an Objection Notice within such fifteen (15) business day period, Buyer and the Shareholders' Representative thereafter shall negotiate in good faith to have agreed with all items and amounts in the Final Closing Certificate not specifically referenced as a Disputed Item. In the event that the Seller does not deliver resolve any such objection(s) disagreements with respect to the Final Closing Certificate within such thirty (30) Business Day period, then computation of the Closing Certificate shall be deemed final for purposes Net Working Capital. If Buyer and the Shareholders' Representative resolve in writing all disagreements with respect to the computation of this Section 3.3. In the event that any such objection(s) are so delivered by the Seller, the Closing Certificate shall be deemed not final and the Purchaser and the Seller shall attemptNet Working Capital, in good faith, to resolve the Disputed Items and, if they are unable to resolve all such written resolution of the Disputed Items within twenty (20) Business Days of delivery of such notice by the Seller, shall, within five (5) Business Days thereafter (or such earlier date as mutually agreed), submit the Disputed Items to an accounting firm selected by mutual agreement of the Purchaser and the Seller (the “Independent Accounting Firm”). The Purchaser and the Seller shall provide to the Independent Accounting Firm all work papers and back-up materials relating to the Disputed Items requested by the Independent Accounting Firm to the extent available to the Purchaser or its Affiliates or the Seller. The Purchaser and the Seller shall be afforded the opportunity to present to the Independent Accounting Firm any material related to the Disputed Items and to discuss the issues with the Independent Accounting Firm; provided, however, that any materials so provided to the Independent Accounting Firm shall also be made available to the other Party hereto. The Independent Accounting Firm shall be authorized to resolve only those items remaining in dispute between the Parties in accordance with the provisions of this Section 3.3(c) within the range of the difference between the Purchaser’s position with respect thereto and the Seller’s position with respect thereto. The determination by the Independent Accounting Firm, as set forth in a notice to be delivered to the Purchaser and the Seller within thirty (30) days after the submission of the Disputed Items to the Independent Accounting Firm, shall be final, binding and conclusive on the Purchaser and the Seller. The fees and expenses of the Independent Accounting Firm shall be split equally between the Purchaser and the Seller, and the fees and disbursements of the representatives of each Party incurred in connection with their preparation or review of the Final Closing Certificate and preparation or review of any Disputed Items, as applicable, shall be borne by such Party. The final Net Working Capital reflected in the Closing Certificate, as revised to reflect the resolution of any Disputed Items by the Purchaser and the Seller and/or the Independent Accounting Firm, shall be deemed to be the “Final Working Capital.” (d) At such time as the Closing Certificate shall become final in accordance with Section 3.3(c), the Estimated Working Capital shall be compared to conclusive and binding upon the Final Working Capital. In the event that the Final Working Capital is less than the Estimated Working CapitalShareholders, the Seller shall pay to the Purchaser within five (5) Business DaysOptionholders, by delivery of a wire transfer of immediately available funds, a cash payment in the amount equal to the amount by which the Final Working Capital is less than the Estimated Working Capital. In the event that the Final Working Capital is greater than the Estimated Working Capital, the Purchaser shall pay to the Seller within five (5) Business Days, by delivery of a wire transfer of immediately available funds, a cash payment in the amount equal to the amount by which the Final Working Capital exceeds the Estimated Working Capital.the