Common use of Payment Upon Final Determination of Adjustments Clause in Contracts

Payment Upon Final Determination of Adjustments. (i) If (A) the Estimated Adjustment Amount is greater than (B) the Final Adjustment Amount (such difference between the Final Adjustment Amount and the Estimated Adjustment Amount, the “Negative Adjustment Amount”), then (x) the Shareholders’ Representative and Buyer shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to deliver an amount equal to the Negative Adjustment Amount (from dollar one) from the Working Capital Escrow Fund, to Buyer and (y) each Seller shall pay to Buyer within two (2) Business Days the applicable portion of the difference, if any, between the Negative Adjustment Amount and the Working Capital Escrow Fund. (ii) If (A) the Final Adjustment Amount is greater than (B) the Estimated Adjustment Amount (such difference between the Final Adjustment Amount and the Estimated Adjustment Amount, the “Positive Adjustment Amount”), then (x) the Shareholders’ Representative shall prepare a Post-Closing Payment Schedule with respect to an amount equal to the Positive Adjustment Amount (from dollar one) and deliver such Post-Closing Payment Schedule to Buyer, and (y) no later than two (2) Business Days after receipt of such Post-Closing Payment Schedule and in accordance with the Post-Closing Payment Schedule, Buyer shall pay, or cause the Company to pay, the applicable portion of the Positive Adjustment Amount set forth in the Post-Closing Payment Schedule to each Seller, as applicable. (iii) Promptly following the payment of the Final Adjustment Amount pursuant to this Section 2.4(d) (and in any event within two (2) Business Days after the date of such payment) any amount remaining in the Working Capital Escrow Fund (such remaining portion, the “Escrow Fund Excess Amount”) shall be paid to the Sellers, by wire transfer of immediately available funds, in accordance with the payment instructions contained in the Post-Closing Payment Schedule. (iv) In connection with the payment of the Final Adjustment Amount pursuant to this Section 2.4(d) and the preparation of the Post-Closing Payment Schedule, Shareholders’ Representative shall include in the Post-Closing Payment Schedule any amount remaining in the Shareholders’ Representative Expense Fund following the payment of any amounts pursuant to Section 13.1 to the Shareholders’ Representative in connection with costs and expenses incurred or to be incurred by the Shareholders’ Representative resulting from the performance of its rights or obligations under this Agreement and the Escrow Agreement and the taking of any and all actions in connection therewith (such remaining portion, the “Expense Fund Excess Amount”). Promptly after the payment of the Final Adjustment Amount, the Shareholders’ Representative shall promptly (and in any event within two (2) Business Days) following preparation of such Post-Closing Payment Schedule pay from the Shareholders’ Representative Expense Fund, to each Seller the applicable portion of the Expense Fund Excess Amount set forth in the Post-Closing Payment Schedule in accordance therewith.

Payment Upon Final Determination of Adjustments. (i) If (A) the Estimated Adjustment Amount is greater than (B) the Final Adjustment Amount (such difference between the Final Adjustment Amount and the Estimated Adjustment Amount, the “Negative Adjustment Amount”), then (x) the Shareholders’ Representative and Buyer Group shall deliver joint written instructions prepare a Post-Closing Payment Schedule with respect to the Escrow Agent directing the Escrow Agent to deliver an amount equal to the Negative Adjustment Amount (from dollar one) from the Working Capital Escrow Fundand deliver such Post-Closing Payment Schedule to Sellers, to Buyer and (y) no later than four (4) Business Days after receipt of such Post-Closing Payment Schedule and in accordance with the Post-Closing Payment Schedule, each Seller shall pay pay, or cause to be paid, to Buyer within two (2) Business Days the applicable portion an amount equal to such Seller’s Pro Rata Portion of the difference, if any, between the Negative Adjustment Amount and the Working Capital Escrow FundAmount, by cash in immediately available funds. (ii) If (A) the Final Adjustment Amount is greater than (B) the Estimated Adjustment Amount (such difference between the Final Adjustment Amount and the Estimated Adjustment Amount, the “Positive Adjustment Amount”), then (x) the Shareholders’ Representative Parrot shall prepare a Post-Closing Payment Schedule with respect to an amount equal to the Positive Adjustment Amount (from dollar one) and deliver such Post-Closing Payment Schedule to Buyer, and (y) no later than two four (24) Business Days after receipt of such Post-Closing Payment Schedule and in accordance with the Post-Closing Payment Schedule, Buyer Group shall pay, or cause the Company to pay, in the applicable portion form of cash, in immediately available funds, the Pro Rata Portion of the Positive Adjustment Amount set forth in the Post-Closing Payment Schedule to each Seller, as applicable. (iii) Promptly following the payment of the Final Adjustment Amount pursuant to this Section 2.4(d) (and in any event within two (2) Business Days after the date of such payment) any amount remaining in the Working Capital Escrow Fund (such remaining portion, the “Escrow Fund Excess Amount”) shall be paid to the Sellers, by wire transfer of immediately available funds, in accordance with the payment instructions contained in the Post-Closing Payment Schedule. (iv) In connection with the payment of the Final Adjustment Amount pursuant to this Section 2.4(d) and the preparation of the Post-Closing Payment Schedule, Shareholders’ Representative shall include in the Post-Closing Payment Schedule any amount remaining in the Shareholders’ Representative Expense Fund following the payment of any amounts pursuant to Section 13.1 to the Shareholders’ Representative in connection with costs and expenses incurred or to be incurred by the Shareholders’ Representative resulting from the performance of its rights or obligations under this Agreement and the Escrow Agreement and the taking of any and all actions in connection therewith (such remaining portion, the “Expense Fund Excess Amount”). Promptly after the payment of the Final Adjustment Amount, the Shareholders’ Representative shall promptly (and in any event within two (2) Business Days) following preparation of such Post-Closing Payment Schedule pay from the Shareholders’ Representative Expense Fund, to each Seller the applicable portion of the Expense Fund Excess Amount set forth in the Post-Closing Payment Schedule in accordance therewith.

Payment Upon Final Determination of Adjustments. (i) If Upon the final determination of the Closing Date Schedule, the Adjusted Cash Purchase Price shall be recalculated using Closing Cash, the Working Capital Surplus (Aif any), Company Debt, Sellers Transaction Expenses and the Working Capital Deficiency (if any), each as finally determined in accordance with Section ‎2.4(e)(iii) the Estimated Adjustment Amount is greater than (B) the Final Adjustment Amount (such difference between the Final Adjustment Amount and the Estimated Adjustment Amountamount, the “Negative Adjustment AmountFinal Adjusted Cash Purchase Price”). If the Final Adjusted Cash Purchase Price is less than the Adjusted Cash Purchase Price, then (x) the ShareholdersSellers’ Representative and Buyer shall deliver promptly, but no later than five (5) Business Days after the final determination of the Closing Date Schedule, issue joint written instructions to the Escrow Agent directing instructing the Escrow Agent to deliver release the amount of such deficiency to Buyer from the portion of the Escrow Funds designated as the Working Capital Escrow Amount and to release the balance of the Working Capital Escrow Amount, if any, to the Sellers’ Representative (on behalf of the Sellers and the Optionholder); provided that in the event such deficiency exceeds the Working Capital Escrow Amount, then the Sellers shall, no later than five (5) Business Days after the final determination of the Closing Date Schedule, (i) cause to be paid to Buyer an amount equal to such excess by delivery of immediately available funds in accordance with payment instructions provided in writing by Bxxxx to the Negative Adjustment Amount Sellers’ Representative or, (from dollar oneii) from at Buyer’s election and following written notice to the Working Capital Escrow FundSellers’ Representative, set off against the Deferred Consideration an amount equal to Buyer such excess (with the value assigned to each Sangoma Common Share equal to the per share closing price of a Sangoma Common Share on the TSX-V (or such other stock exchange on which the Sangoma Common Shares are then listed and (yposted for trading) each Seller shall pay to Buyer within two (2) Business Days on the applicable portion date of the difference, if any, between the Negative Adjustment Amount and the Working Capital Escrow Fundany such set-off). (ii) If the Final Adjusted Cash Purchase Price is greater than the Adjusted Cash Purchase Price, then promptly, but no later than five (5) Business Days after the final determination of the Closing Date Schedule, (A) Buyer shall cause to be paid to the Final Adjustment Amount is greater than Sellers’ Representative (on behalf of the Sellers and the Optionholder) an amount equal to such excess by delivery of immediately available funds in accordance with payment instructions provided in writing by the Sellers’ Representative to Buyer and (B) the Estimated Adjustment Amount Sellers’ Representative and Buyer shall issue joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Sellers’ Representative (such difference between on behalf of the Final Adjustment Amount Sellers and the Estimated Adjustment Amount, the “Positive Adjustment Amount”), then (xOptionholder) the Shareholders’ Representative shall prepare a Post-Closing Payment Schedule with respect to an amount equal to the Positive Adjustment Amount (from dollar one) and deliver such Post-Closing Payment Schedule to Buyer, and (y) no later than two (2) Business Days after receipt of such Post-Closing Payment Schedule and in accordance with the Post-Closing Payment Schedule, Buyer shall pay, or cause the Company to pay, the applicable portion of the Positive Adjustment Amount set forth in the Post-Closing Payment Schedule to each Seller, as applicableWorking Capital Escrow Amount. (iii) Promptly following the payment of the Final Adjustment Amount Any payments made to any party pursuant to this Section 2.4(d) (and in any event within two (2) Business Days after the date of such payment) any amount remaining in the Working Capital Escrow Fund (such remaining portion, the “Escrow Fund Excess Amount”2.4(g) shall constitute an adjustment of the Adjusted Cash Purchase Price for Tax purposes and shall be paid treated as such by Buyer and Sellers on their Tax Returns to the Sellers, greatest extent permitted by wire transfer of immediately available funds, in accordance with the payment instructions contained in the Post-Closing Payment Scheduleapplicable Legal Requirements. (iv) In connection with Any payment made to the payment of the Final Adjustment Amount Sellers’ Representative pursuant to this Section 2.4(d2.4(g) shall be distributed by the Sellers’ Representative to the Sellers and, in the case of the Optionholder, the Company for payment to the Optionholder in accordance with Section ‎2.2, with each Seller and the preparation Optionholder to receive an amount equal to such Seller’s or Optionholder’s, as applicable, Consideration Percentage Interest of the Post-Closing Payment Schedule, Shareholders’ Representative shall include in the Post-Closing Payment Schedule any amount remaining in the Shareholders’ Representative Expense Fund following the payment of any amounts pursuant to Section 13.1 to the Shareholders’ Representative in connection with costs and expenses incurred or to be incurred by the Shareholders’ Representative resulting from the performance of its rights or obligations under this Agreement and the Escrow Agreement and the taking of any and all actions in connection therewith (such remaining portion, the “Expense Fund Excess Amount”). Promptly after the payment balance of the Final Adjustment Working Capital Escrow Amount, the Shareholders’ Representative shall promptly (and in any event within two (2) Business Days) following preparation of such Post-Closing Payment Schedule pay from the Shareholders’ Representative Expense Fund, to each Seller the applicable portion of the Expense Fund Excess Amount set forth in the Post-Closing Payment Schedule in accordance therewith.

Payment Upon Final Determination of Adjustments. (i) If (Ay) the sum of the Estimated Adjustment Amount is greater than (B) the Final Adjustment Amount (such difference between the Final Adjustment Amount Net Working Capital Amount, Estimated Closing Cash and the Estimated Adjustment Aggregate Exercise Price, less the Estimated Closing Debt and the Estimated Unpaid Company Transaction Expenses, exceeds (z) the sum of the Closing Net Working Capital Amount, Closing Cash and the Aggregate Exercise Price, less Closing Debt and Unpaid Company Transaction Expenses, as finally determined in accordance with this Section 2.8, by an amount greater than $500,000, then the Surviving Corporation shall be paid the amount of such deficiency (from dollar one) (the “Negative Shortfall) from the Adjustment Amount”)Escrow Fund, then (x) and the Shareholders’ Equityholder Representative and Buyer Parent shall deliver joint written instructions to the Escrow Agent directing jointly instruct the Escrow Agent to deliver an amount equal (A) the Shortfall to the Negative Adjustment Amount (from dollar one) Surviving Corporation from the Working Capital Adjustment Escrow Fund, to Buyer Fund and (yB) each Seller shall pay any amount remaining in the Adjustment Escrow Fund (after deducting the Shortfall) to Buyer within two (2) Business Days the applicable portion Equityholder Representative on behalf of the differenceEquityholders; provided, however, that if anythe Adjustment Escrow Fund is insufficient to satisfy the Shortfall, between the Negative Equityholder Representative and Parent shall jointly instruct the Escrow Agent to deliver the excess of the Shortfall over the amount of the Adjustment Amount Escrow Fund to the Surviving Corporation from the Indemnity Escrow Fund in accordance with the Escrow Agreement. For the avoidance of doubt, in the event that such difference is not greater than $500,000, no payment shall be made to the Surviving Corporation and the Working Capital Equityholder Representative and Parent shall jointly instruct the Escrow FundAgent to deliver the entire Adjustment Escrow Fund to the Equityholder Representative on behalf of the Equityholders. (ii) If (Ay) the Final Adjustment Amount is greater than sum of the Closing Net Working Capital Amount, Closing Cash and the Aggregate Exercise Price, less Closing Debt and Unpaid Company Transaction Expenses, as finally determined in accordance with this Section 2.8, exceeds (Bz) the sum of the Estimated Adjustment Amount (such difference between Net Working Capital Amount, the Final Adjustment Amount Estimated Closing Cash and the Estimated Adjustment AmountAggregate Exercise Price, less the “Positive Adjustment Amount”)Estimated Closing Debt and the Estimated Unpaid Company Transaction Expenses, by an amount greater than $500,000, then the Surviving Corporation shall, no later than one (x1) Business Day after such determination, cause to be paid to the Shareholders’ Equityholder Representative shall prepare a Post-Closing Payment Schedule with respect by delivery of immediately available funds to the Equityholder Representative an amount equal to the Positive Adjustment Amount amount of such excess (from dollar one) and the Equityholder Representative and Parent shall jointly instruct the Escrow Agent to deliver such Post-Closing Payment Schedule the entire Adjustment Escrow Fund to Buyer, and (y) no later than two (2) Business Days after receipt of such Post-Closing Payment Schedule and in accordance with the Post-Closing Payment Schedule, Buyer shall pay, or cause the Company to pay, the applicable portion Equityholder Representative on behalf of the Positive Adjustment Amount set forth Equityholders. For the avoidance of doubt, in the Post-Closing Payment Schedule event that such difference is not greater than $500,000, no payment shall be made by the Surviving Corporation to each Seller, as applicable. (iii) Promptly following the payment Equityholders and the Equityholder Representative and Parent shall jointly instruct the Escrow Agent to deliver the entire Adjustment Escrow Fund to the Equityholder Representative on behalf of the Final Adjustment Amount pursuant to this Section 2.4(d) (and in any event within two (2) Business Days after the date of such payment) any amount remaining in the Working Capital Escrow Fund (such remaining portion, the “Escrow Fund Excess Amount”) shall be paid to the Sellers, by wire transfer of immediately available funds, in accordance with the payment instructions contained in the Post-Closing Payment ScheduleEquityholders. (iv) In connection with the payment of the Final Adjustment Amount pursuant to this Section 2.4(d) and the preparation of the Post-Closing Payment Schedule, Shareholders’ Representative shall include in the Post-Closing Payment Schedule any amount remaining in the Shareholders’ Representative Expense Fund following the payment of any amounts pursuant to Section 13.1 to the Shareholders’ Representative in connection with costs and expenses incurred or to be incurred by the Shareholders’ Representative resulting from the performance of its rights or obligations under this Agreement and the Escrow Agreement and the taking of any and all actions in connection therewith (such remaining portion, the “Expense Fund Excess Amount”). Promptly after the payment of the Final Adjustment Amount, the Shareholders’ Representative shall promptly (and in any event within two (2) Business Days) following preparation of such Post-Closing Payment Schedule pay from the Shareholders’ Representative Expense Fund, to each Seller the applicable portion of the Expense Fund Excess Amount set forth in the Post-Closing Payment Schedule in accordance therewith.

Payment Upon Final Determination of Adjustments. (i) If (A) the Estimated Adjustment Net Working Capital Amount as finally determined in accordance with Section 1.10(b) is greater less than (B) the Final Adjustment Estimated Net Working Capital Amount (the positive amount of such difference between the Final Adjustment Amount and the Estimated Adjustment Amountdifference, the “Negative Working Capital Shortfall”) by more than $250,000, then Parent and the Securityholders’ Agent shall instruct the Escrow Agent to release from the Adjustment AmountEscrow an amount in cash equal to the Working Capital Shortfall and pay such amount by delivery of immediately available funds to Parent. If the Working Capital Shortfall exceeds the amount remaining in the Adjustment Escrow (the positive amount of such difference, the “Working Capital Escrow Shortfall”), then (x) the ShareholdersParent and Securityholders’ Representative and Buyer Agent shall deliver joint written instructions to the Escrow Agent directing instruct the Escrow Agent to deliver release from the Indemnity Escrow an amount equal to the Negative Adjustment Amount (from dollar one) from the such Working Capital Escrow Fund, Shortfall and pay such amount by delivery of immediately available funds to Buyer and (y) each Seller shall pay to Buyer within two (2) Business Days the applicable portion of the difference, if any, between the Negative Adjustment Amount and the Working Capital Escrow FundParent. (ii) If (A) the Final Adjustment Net Working Capital Amount as finally determined in accordance with Section 1.10(b) is greater than (B) the Estimated Adjustment Net Working Capital Amount (the positive amount of such difference between the Final Adjustment Amount and the Estimated Adjustment Amountdifference, the “Positive Adjustment AmountWorking Capital Surplus”)) by more than $250,000, then (x) the Shareholders’ Representative Parent shall prepare a Post-Closing Payment Schedule with respect to pay an amount equal to the Positive Adjustment Amount (from dollar one) and deliver such Working Capital Surplus, less any amounts paid pursuant to the Post-Closing Payment Schedule Date Transaction Bonuses and payable as a result of the payments of such Working Capital Surplus, to Buyerthe Paying Agent, and cause the Paying Agent to pay to each participating Effective Time Holder by delivery of immediately available funds such Effective Time Holder’s aggregate Further Distribution Per Share Amount of the Working Capital Surplus. (yiii) If (A) the Closing Net Indebtedness Amount as finally determined in accordance with Section 1.10(b) is greater than (B) the Estimated Closing Net Indebtedness Amount (the positive amount of such difference, the “Closing Net Indebtedness Shortfall”), then Parent and the Securityholders’ Agent shall instruct the Escrow Agent to release to Parent from the Adjustment Escrow an amount in cash equal to the Closing Net Indebtedness Shortfall. If the Closing Net Indebtedness Shortfall exceeds the amount remaining in the Adjustment Escrow (the positive amount of such difference, the “Net Indebtedness Escrow Shortfall”), then Parent and Securityholders’ Agent shall instruct the Escrow Agent to release from the Indemnity Escrow an amount equal to such Net Indebtedness Escrow Shortfall and pay such amount by delivery of immediately available funds to Parent. (iv) If (A) the Closing Net Indebtedness Amount as finally determined in accordance with Section 1.10(b) is less than (B) the Estimated Closing Net Indebtedness Amount (the positive amount of such difference, the “Net Indebtedness Underpayment”), then Parent shall, no later than two (2) Business Days after receipt such determination (or, if any Effective Time Holder has not exchanged such Effective Time Holder’s Company Stock Certificates pursuant to Section 1.9, then upon such exchange by such Effective Time Holder), fund the Paying Agent and cause the Paying Agent to pay to each participating Effective Time Holder by delivery of immediately available funds such Post-Closing Payment Schedule and in accordance with Effective Time Holder’s aggregate Further Distribution Per Share Amount of the Net Indebtedness Underpayment, less any amounts paid pursuant to the Post-Closing Payment Schedule, Buyer shall pay, or cause the Company to pay, the applicable portion Date Transaction Bonuses and payable as a result of the Positive Adjustment Amount set forth in the Post-Closing Payment Schedule to each Seller, as applicablepayment of such Net Indebtedness Underpayment. (iiiv) Promptly following After the payment final determination of the Final Adjustment Closing Net Indebtedness Amount pursuant to this and Net Working Capital Amount in accordance with Section 2.4(d) (and in any event 1.10(b), within two (2) Business Days after the date of such payment) any amount remaining in the Working Capital Escrow Fund (such remaining portion, the “Escrow Fund Excess Amount”) shall be paid to the Sellers, by wire transfer of immediately available funds, in accordance with the payment instructions contained in the Post-Closing Payment Schedule. (iv) In connection with the payment of the Final Adjustment Amount pursuant to this Section 2.4(d) and the preparation of the Post-Closing Payment Schedule, Shareholders’ Representative shall include in the Post-Closing Payment Schedule any amount remaining in the Shareholders’ Representative Expense Fund following the payment of any amounts required pursuant to clause (i) through (iii) of this Section 13.1 1.10(c), Parent and Securityholders’ Agent shall instruct the Escrow Agent to release from the Adjustment Escrow the amount then remaining in the Adjustment Escrow, if any, and pay such amount to the Shareholders’ Representative Paying Agent for distribution to the participating Effective Time Holders in connection accordance with costs and expenses incurred or to be incurred by the Shareholders’ Representative resulting from the performance of its rights or obligations under this Agreement and the Escrow Agreement and the taking of any and all actions in connection therewith (each such remaining portion, the “Expense Fund Excess Amount”). Promptly after the payment Effective Time Holder’s aggregate Further Distribution Per Share Amount of the Final amount then remaining in the Adjustment AmountEscrow, the Shareholders’ Representative shall promptly (and in less any event within two (2) Business Days) following preparation of such Post-Closing Payment Schedule pay from the Shareholders’ Representative Expense Fund, amounts paid pursuant to each Seller the applicable portion of the Expense Fund Excess Amount set forth in the Post-Closing Payment Schedule in accordance therewithDate Transaction Bonuses and payable as a result of such release from the Adjustment Escrow.

Payment Upon Final Determination of Adjustments. (i) If (A) the Estimated Adjustment Amount is greater than (B) the Final Adjustment Amount (such difference between the Final Adjustment Amount and the Estimated Adjustment Amount, the “Negative Adjustment Amount”), then (x) the Shareholders’ Representative and Buyer Group shall deliver joint written instructions prepare a Post-Closing Payment Schedule with respect to the Escrow Agent directing the Escrow Agent to deliver an amount equal to the Negative Adjustment Amount (from dollar one) from the Working Capital Escrow Fundand deliver such Post-Closing Payment Schedule to Seller, to Buyer and (y) each Seller shall pay to Buyer within two no later than four (24) Business Days after receipt of such Post-Closing Payment Schedule and in accordance with the applicable portion of the differencePost-Closing Payment Schedule, if anySeller shall pay, between or cause to be paid, to Buyer the Negative Adjustment Amount and the Working Capital Escrow FundAmount, by cash in immediately available funds. (ii) If (A) the Final Adjustment Amount is greater than (B) the Estimated Adjustment Amount (such difference between the Final Adjustment Amount and the Estimated Adjustment Amount, the “Positive Adjustment Amount”), then (x) the Shareholders’ Representative Seller shall prepare a Post-Closing Payment Schedule with respect to an amount equal to the Positive Adjustment Amount (from dollar one) and deliver such Post-Closing Payment Schedule to Buyer, and (y) no later than two four (24) Business Days after receipt of such Post-Closing Payment Schedule and in accordance with the Post-Closing Payment Schedule, Buyer Group shall pay, or cause the Company to pay, in the applicable portion form of cash, in immediately available funds, the Positive Adjustment Amount set forth in the Post-Closing Payment Schedule to each Seller, as applicable. (iii) Promptly following the payment of the Final Adjustment Amount pursuant to this Section 2.4(d) (and in any event within two (2) Business Days after the date of such payment) any amount remaining in the Working Capital Escrow Fund (such remaining portion, the “Escrow Fund Excess Amount”) shall be paid to the Sellers, by wire transfer of immediately available funds, in accordance with the payment instructions contained in the Post-Closing Payment Schedule. (iv) In connection with the payment of the Final Adjustment Amount pursuant to this Section 2.4(d) and the preparation of the Post-Closing Payment Schedule, Shareholders’ Representative shall include in the Post-Closing Payment Schedule any amount remaining in the Shareholders’ Representative Expense Fund following the payment of any amounts pursuant to Section 13.1 to the Shareholders’ Representative in connection with costs and expenses incurred or to be incurred by the Shareholders’ Representative resulting from the performance of its rights or obligations under this Agreement and the Escrow Agreement and the taking of any and all actions in connection therewith (such remaining portion, the “Expense Fund Excess Amount”). Promptly after the payment of the Final Adjustment Amount, the Shareholders’ Representative shall promptly (and in any event within two (2) Business Days) following preparation of such Post-Closing Payment Schedule pay from the Shareholders’ Representative Expense Fund, to each Seller the applicable portion of the Expense Fund Excess Amount set forth in the Post-Closing Payment Schedule in accordance therewith.

Payment Upon Final Determination of Adjustments. (i) If (A) the Estimated Adjustment Amount Purchase Price, calculated based on the Closing Adjustments as finally determined in accordance with Section 1.9(b), is greater less than (B) the Final Adjustment Amount Purchase Price set forth in the Merger Consideration Certificate (the positive amount of such difference between the Final Adjustment Amount and the Estimated Adjustment Amountdifference, the “Negative Adjustment AmountClosing Adjustments Shortfall”), then Parent and the Securityholders’ Agent shall, no later than two (x2) Business Days after such determination, deliver joint written instructions to the ShareholdersEscrow Agent instructing the Escrow Agent to release from the Working Capital Escrow Fund an amount in cash equal to the Closing Adjustments Shortfall by delivery of immediately available funds to Parent and to pay the remaining portion of the Working Capital Escrow Fund (if any) to the Effective Time Holders on a Pro Rata Share basis (with the portion allocable to holders of Outstanding In-the-Money Options and RSUs (other than Non-Employee Equity Awards) to be paid in a manner consistent with Section 1.6(e)). If the Closing Adjustment Shortfall exceeds the Working Capital Escrow Fund, then Parent shall be entitled to receive a distribution from the Indemnity Escrow Fund in the amount of such shortfall, and Parent and the Securityholders’ Representative and Buyer Agent shall deliver joint written instructions to the Escrow Agent directing instructing the Escrow Agent to deliver release from the Indemnity Escrow Fund an amount in cash equal to the Negative Adjustment Amount (from dollar one) from the Working Capital Escrow Fund, to Buyer and (y) each Seller shall pay to Buyer within two (2) Business Days the applicable portion of the difference, if any, between the Negative Adjustment Amount and the Working Capital Escrow Fundsuch shortfall. (ii) If (A) the Final Adjustment Amount Purchase Price, calculated based on the Closing Adjustments as finally determined in accordance with Section 1.9(b), is greater than (B) the Estimated Adjustment Amount Purchase Price set forth in the Merger Consideration Certificate (such difference between the Final Adjustment Amount and the Estimated Adjustment Amountamount, the “Positive Adjustment AmountParent Underpayment”), then (xI) Parent shall, or shall cause the Shareholders’ Representative shall prepare a Post-Closing Payment Schedule with respect to an amount equal to the Positive Adjustment Amount (from dollar one) and deliver such Post-Closing Payment Schedule to BuyerSurviving Corporation to, and (y) no later than two (2) Business Days after receipt such determination (or, with respect to any Effective Time Holder that has not exchanged such Effective Time Holder’s Company Stock Certificates pursuant to Section 1.8, then upon such exchange by such Effective Time Holder), pay directly to (or fund the Payment Agent and cause the Payment Agent to pay to) each Effective Time Holder by delivery of immediately available funds such Effective Time Holder’s Post-Closing Payment Schedule and in accordance with the Post-Closing Payment Schedule, Buyer shall pay, or cause the Company to pay, the applicable portion Pro Rata Share of the Positive Adjustment Amount set forth Parent Underpayment (provided that the portion allocable to holders of Outstanding In-the-Money Options and RSUs (other than Non-Employee Equity Awards) will be paid in a manner consistent with Section 1.6(e)), and (II) Parent and the Post-Closing Payment Schedule to each SellerSecurityholders’ Agent shall, as applicable. (iii) Promptly following the payment of the Final Adjustment Amount pursuant to this Section 2.4(d) (and in any event within no later than two (2) Business Days after such determination, deliver joint written instructions to the date of such payment) any amount remaining in Escrow Agent instructing the Escrow Agent to pay the Working Capital Escrow Fund to the Effective Time Holders on a Pro Rata Share basis (such remaining portion, with the “Escrow Fund Excess Amount”portion allocable to holders of Outstanding In-the-Money Options and RSUs (other than Non-Employee Equity Awards) shall to be paid to the Sellers, by wire transfer of immediately available funds, in accordance a manner consistent with the payment instructions contained in the Post-Closing Payment ScheduleSection 1.6(e)). (iv) In connection with the payment of the Final Adjustment Amount pursuant to this Section 2.4(d) and the preparation of the Post-Closing Payment Schedule, Shareholders’ Representative shall include in the Post-Closing Payment Schedule any amount remaining in the Shareholders’ Representative Expense Fund following the payment of any amounts pursuant to Section 13.1 to the Shareholders’ Representative in connection with costs and expenses incurred or to be incurred by the Shareholders’ Representative resulting from the performance of its rights or obligations under this Agreement and the Escrow Agreement and the taking of any and all actions in connection therewith (such remaining portion, the “Expense Fund Excess Amount”). Promptly after the payment of the Final Adjustment Amount, the Shareholders’ Representative shall promptly (and in any event within two (2) Business Days) following preparation of such Post-Closing Payment Schedule pay from the Shareholders’ Representative Expense Fund, to each Seller the applicable portion of the Expense Fund Excess Amount set forth in the Post-Closing Payment Schedule in accordance therewith.

Payment Upon Final Determination of Adjustments. (i) If (A) the Estimated Adjustment Amount Closing Merger Consideration (calculated based on the items set forth on the Closing Date Schedule, as finally determined in accordance with Section 2.11(b)), is greater less than (B) the Final Adjustment Amount Closing Merger Consideration (as determined based upon the Payment Schedule) (the positive amount of such difference between the Final Adjustment Amount and the Estimated Adjustment Amountdifference, the “Negative Adjustment AmountClosing Overpayment”), then the (x) Acquiror and Securityholders’ Agent shall, within three (3) Business Days following the Shareholdersfinal determination of matters in accordance with Section 2.11(b), jointly execute and deliver to the Escrow Agent a written notice instructing the Escrow Agent to pay the Closing Overpayment to Acquiror from the Escrow Fund; provided, however, that if the Securityholders’ Representative Agent fails to execute and Buyer deliver such written notice within such three (3) Business Day period, Acquiror’s unilateral execution and delivery of such written notice shall deliver joint written constitute binding instructions to the Escrow Agent directing by Acquiror and the Securityholders’ Agent to release the Closing Overpayment to Acquiror from the Escrow Agent to deliver an amount equal Consideration (to the Negative Adjustment Amount (from dollar one) from extent of the Working Capital Escrow Fund, to Buyer ); and (y) if the amount held in the Escrow Fund is insufficient to cover the full Closing Overpayment, then, each Seller Effective Time Holder shall pay to Buyer pay, within two ten (210) Business Days following the applicable portion final determination of matters in accordance with Section 2.11(b), such Effective Time Holder’s Pro Rata Portion of the difference, if any, between amount of the Negative Adjustment Amount and the Working Capital Escrow FundClosing Overpayment to Acquiror. (ii) If (A) the Final Adjustment Amount Closing Merger Consideration (calculated based on the items set forth on the Closing Date Schedule, as finally determined in accordance with Section 2.11(b)), is greater than (B) the Estimated Adjustment Amount Closing Merger Consideration (as determined based upon the Payment Schedule) (the positive amount of such difference between the Final Adjustment Amount and the Estimated Adjustment Amountdifference, the “Positive Adjustment AmountClosing Underpayment”), then (x) the Shareholders’ Representative Acquiror shall prepare a Post-Closing Payment Schedule with respect to an amount equal to the Positive Adjustment Amount (from dollar one) and deliver such Post-Closing Payment Schedule to Buyerpromptly, and (y) but in no event later than two five (25) Business Days after receipt of such Post-Closing Payment Schedule and in accordance with following the Post-Closing Payment Schedule, Buyer shall pay, or cause the Company to pay, the applicable portion determination of the Positive Adjustment Amount set forth Closing Underpayment, pay the Payment Agent, for benefit of and prompt payment to the Effective Time Holders, an amount in cash equal to their Pro Rata Portion of the Post-Closing Underpayment, and the Payment Schedule Agent shall promptly distribute to each Seller, as applicable. (iii) Promptly following the payment Effective Time Holder such Effective Time Holder’s Pro Rata Portion of the Final Adjustment Amount pursuant to this Section 2.4(d) (and in any event within two (2) Business Days after the date of such payment) any amount remaining in the Working Capital Escrow Fund (such remaining portion, the “Escrow Fund Excess Amount”) shall be paid to the Sellers, by wire transfer of immediately available funds, in accordance with the payment instructions contained in the Post-Closing Payment Schedule. (iv) In connection with the payment of the Final Adjustment Amount pursuant to this Section 2.4(d) and the preparation of the Post-Closing Payment Schedule, Shareholders’ Representative shall include in the Post-Closing Payment Schedule any amount remaining in the Shareholders’ Representative Expense Fund following the payment of any amounts pursuant to Section 13.1 to the Shareholders’ Representative in connection with costs and expenses incurred or to be incurred by the Shareholders’ Representative resulting from the performance of its rights or obligations under this Agreement and the Escrow Agreement and the taking of any and all actions in connection therewith (such remaining portion, the “Expense Fund Excess Amount”). Promptly after the payment of the Final Adjustment Amount, the Shareholders’ Representative shall promptly (and in any event within two (2) Business Days) following preparation of such Post-Closing Payment Schedule pay from the Shareholders’ Representative Expense Fund, to each Seller the applicable portion of the Expense Fund Excess Amount set forth in the Post-Closing Payment Schedule in accordance therewithUnderpayment.

Payment Upon Final Determination of Adjustments. (i) If (A) the Estimated Adjustment Amount is greater than (B) the Final Adjustment Amount (such difference between the Final Adjustment Amount and the Estimated Adjustment Amount, the “Negative Adjustment Amount”), then (x) the Shareholders’ Representative and Buyer shall deliver joint written instructions prepare a Post-Closing Payment Schedule with respect to the Escrow Agent directing the Escrow Agent to deliver an amount equal to the Negative Adjustment Amount (from dollar one) from the Working Capital Escrow Fundand deliver such Post-Closing Payment Schedule to Seller, to Buyer and (y) each Seller shall pay to Buyer within two no later than four (24) Business Days after receipt of such Post-Closing Payment Schedule and in accordance with the applicable portion of the differencePost-Closing Payment Schedule, if anySeller shall pay, between or cause to be paid, to Buyer the Negative Adjustment Amount and the Working Capital Escrow FundAmount, by cash in immediately available funds. (ii) If (A) the Final Adjustment Amount is greater than (B) the Estimated Adjustment Amount (such difference between the Final Adjustment Amount and the Estimated Adjustment Amount, the “Positive Adjustment Amount”), then (x) the Shareholders’ Representative Seller shall prepare a Post-Closing Payment Schedule with respect to an amount equal to the Positive Adjustment Amount (from dollar one) and deliver such Post-Closing Payment Schedule to Buyer, and (y) no later than two four (24) Business Days after receipt of such Post-Closing Payment Schedule and in accordance with the Post-Closing Payment Schedule, Buyer shall pay, or cause the Company to pay, in the applicable portion form of cash, in immediately available funds, the Positive Adjustment Amount set forth in the Post-Closing Payment Schedule to each Seller, as applicable. (iii) Promptly following the payment of the Final Adjustment Amount pursuant to this Section 2.4(d) (and in any event within two (2) Business Days after the date of such payment) any amount remaining in the Working Capital Escrow Fund (such remaining portion, the “Escrow Fund Excess Amount”) shall be paid to the Sellers, by wire transfer of immediately available funds, in accordance with the payment instructions contained in the Post-Closing Payment Schedule. (iv) In connection with the payment of the Final Adjustment Amount pursuant to this Section 2.4(d) and the preparation of the Post-Closing Payment Schedule, Shareholders’ Representative shall include in the Post-Closing Payment Schedule any amount remaining in the Shareholders’ Representative Expense Fund following the payment of any amounts pursuant to Section 13.1 to the Shareholders’ Representative in connection with costs and expenses incurred or to be incurred by the Shareholders’ Representative resulting from the performance of its rights or obligations under this Agreement and the Escrow Agreement and the taking of any and all actions in connection therewith (such remaining portion, the “Expense Fund Excess Amount”). Promptly after the payment of the Final Adjustment Amount, the Shareholders’ Representative shall promptly (and in any event within two (2) Business Days) following preparation of such Post-Closing Payment Schedule pay from the Shareholders’ Representative Expense Fund, to each Seller the applicable portion of the Expense Fund Excess Amount set forth in the Post-Closing Payment Schedule in accordance therewith.

Payment Upon Final Determination of Adjustments. (i) If (A) the Estimated Adjustment Amount sum of the Working Capital Surplus, if any, and Closing Cash less Company Debt, Seller Transaction Expenses and Working Capital Deficiency, if any, as finally determined in accordance with this Section 2.2, is greater less than (B) the Final Adjustment Amount (such difference between the Final Adjustment Amount and sum of the Estimated Adjustment AmountWorking Capital Surplus, if any, and Estimated Closing Cash less Estimated Company Debt, Estimated Seller Transaction Expenses and Estimated Working Capital Deficiency, if any, as set forth in the “Negative Adjustment Amount”)Initial Closing Statement, then (x) the Shareholders’ Seller Representative and Buyer shall deliver promptly after the Adjusted Purchase Price is finally determined in accordance with this Section 2.2, issue joint written instructions to the Escrow Agent directing instructing the Escrow Agent to deliver an (x) release the amount equal of such deficiency to the Negative Adjustment Amount (from dollar one) Buyer from the Working Capital Escrow Fund, to Buyer Funds and (y) each release any remaining Escrow Funds to the Seller Representative or the Sellers and Additional Sellers as and when directed by the Seller Representative; provided that to the extent the amount of such deficiency exceeds the Escrow Funds, Sellers and Additional Sellers shall pay the amount by which such deficiency exceeds the Escrow Funds to the Buyer within two in accordance with each such Seller’s and Additional Seller’s Pro Rata Share (2) Business Days the applicable portion provided, that each PWP Seller will be jointly and severally liable for any such payment obligation of the difference, if any, between the Negative Adjustment Amount and the Working Capital Escrow Fundany other PWP Seller). (ii) If (A) the Final Adjustment Amount is greater than sum of the Working Capital Surplus, if any, and Closing Cash less Company Debt, Seller Transaction Expenses and Working Capital Deficiency, if any, as finally determined in accordance with this Section 2.2, less (B) the Estimated Adjustment Amount (such difference between the Final Adjustment Amount and sum of the Estimated Adjustment AmountWorking Capital Surplus, the “Positive Adjustment Amount”if any, and Estimated Closing Cash less Estimated Company Debt, Estimated Seller Transaction Expenses and Estimated Working Capital Deficiency, if any, as estimated in accordance with Section 2.2(b), is greater than zero, then (x) Buyer shall, no later than five Business Days after the Shareholders’ Representative shall prepare a Post-Closing Payment Schedule Adjusted Purchase Price is finally determined in accordance with respect this Section 2.2, cause to be paid to Sellers and Additional Sellers an amount equal to such excess by delivery of immediately available funds in accordance with payment instructions (which shall include the Positive Adjustment Amount (from dollar oneallocation of such amount among the Sellers and Additional Sellers in accordance with the Distribution Methodology) and deliver such Post-Closing Payment Schedule provided in writing by the Seller Representative to Buyer, and (y) no later than two (2) Business Days after receipt of such Post-Closing Payment Schedule issue joint written instructions to the Escrow Agent instructing the Escrow Agent to release the Escrow Funds to the Seller Representative or the Sellers and in accordance with Additional Sellers as and when directed by the Post-Closing Payment Schedule, Buyer shall pay, or cause the Company to pay, the applicable portion of the Positive Adjustment Amount set forth in the Post-Closing Payment Schedule to each Seller, as applicableSeller Representative. (iii) Promptly following the payment of the Final Adjustment Amount Any payments made to any party pursuant to this Section 2.4(d) (and in any event within two (2) Business Days after the date of such payment) any amount remaining in the Working Capital Escrow Fund (such remaining portion, the “Escrow Fund Excess Amount”2.2(f) shall constitute an adjustment of the Adjusted Purchase Price for Tax purposes and shall be paid treated as such by Buyer, Sellers and Additional Sellers on their Tax Returns to the Sellers, greatest extent permitted by wire transfer of immediately available funds, in accordance with the payment instructions contained in the Post-Closing Payment Scheduleapplicable Law. (iv) In connection with the payment of the Final Adjustment Amount pursuant to this Section 2.4(d) and the preparation of the Post-Closing Payment Schedule, Shareholders’ Representative shall include in the Post-Closing Payment Schedule any amount remaining in the Shareholders’ Representative Expense Fund following the payment of any amounts pursuant to Section 13.1 to the Shareholders’ Representative in connection with costs and expenses incurred or to be incurred by the Shareholders’ Representative resulting from the performance of its rights or obligations under this Agreement and the Escrow Agreement and the taking of any and all actions in connection therewith (such remaining portion, the “Expense Fund Excess Amount”). Promptly after the payment of the Final Adjustment Amount, the Shareholders’ Representative shall promptly (and in any event within two (2) Business Days) following preparation of such Post-Closing Payment Schedule pay from the Shareholders’ Representative Expense Fund, to each Seller the applicable portion of the Expense Fund Excess Amount set forth in the Post-Closing Payment Schedule in accordance therewith.

Payment Upon Final Determination of Adjustments. (i) If (A) the Estimated Adjustment Amount Closing Cash less the sum of Company Debt and Seller Transaction Expenses, as finally determined in accordance with this Section 2.5, is greater less than (B) the Final Adjustment Amount sum of the Estimated Closing Cash less Estimated Company Debt and Estimated Seller Transaction Expenses, as estimated in accordance with Section 2.5(c) (such difference between the Final Adjustment Amount and the Estimated Adjustment Amountdeficiency, the “Negative Adjustment AmountPurchase Price Surplus”), then (x) a portion of the Shareholders’ Representative and Buyer shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to deliver an amount Holdback Amount equal to the Negative Adjustment Amount (from dollar one) from absolute value of the Working Capital Escrow Fund, to Purchase Price Surplus shall be forfeited and retained by ​ ​ Buyer and (y) each Seller if the Holdback Amount is insufficient to satisfy the Purchase Price Surplus, Buyer shall pay have the right, but not the obligation, to set off, in whole or in part, any Purchase Price Surplus amounts owed to Buyer in excess of the Holdback Amount against any obligation or payment it owes to any Seller (including, for the avoidance of doubt, any unpaid Milestone Payments) or require the Sellers to pay the outstanding Purchase Price Surplus to Buyer in accordance with their Pro Rata Portion within two ten (210) Business Days the applicable portion of the difference, if any, between the Negative Adjustment Amount and the Working Capital Escrow FundDays. (ii) If (A) the Final Adjustment Amount Closing Cash less the sum of Company Debt and Seller Transaction Expenses, as finally determined in accordance with this Section 2.5, is greater than (B) the Estimated Adjustment Amount Closing Cash less the sum of Estimated Company Debt and Estimated Seller Transaction Expenses, as estimated in accordance with Section 2.5(c) (such difference between the Final Adjustment Amount and the Estimated Adjustment Amountexcess, the “Positive Adjustment AmountPurchase Price Deficiency”), then (x) the Shareholders’ Representative shall prepare a Post-Closing Payment Schedule with respect to an amount equal to the Positive Adjustment Amount Purchase Price Deficiency shall be paid by the Buyer to the Seller Representative (from dollar one) and deliver such Post-Closing Payment Schedule for further distribution to Buyer, and (y) no later than two (2) Business Days after receipt of such Post-Closing Payment Schedule and the Sellers in accordance with the Post-Closing Payment Schedule, Buyer shall pay, or cause the Company to pay, the applicable portion of the Positive Adjustment Amount set forth in the Post-Closing Payment Schedule to each Seller, as applicableDistribution Methodology). (iii) Promptly following For the payment avoidance of doubt, the remainder of the Final Adjustment Holdback Amount after payments, if any, made pursuant to this Section 2.4(d) (and in any event within two (2) Business Days after the date of such payment) any amount remaining in the Working Capital Escrow Fund (such remaining portion, the “Escrow Fund Excess Amount”2.5(g)(i) shall continue to be paid to the Sellers, retained by wire transfer of immediately available funds, Buyer and released in accordance with the payment instructions contained in the Post-Closing Payment ScheduleSection 7.10. (iv) In connection with the payment of the Final Adjustment Amount Any payments made to any party pursuant to this Section 2.4(d) and 2.5 shall, to the preparation extent permitted by applicable Tax Law, constitute an adjustment of the Post-Closing Payment Schedule, Shareholders’ Representative Adjusted Purchase Price for Tax purposes and shall include in the Post-Closing Payment Schedule any amount remaining in the Shareholders’ Representative Expense Fund following the payment of any amounts pursuant to Section 13.1 to the Shareholders’ Representative in connection with costs be treated as such by Buyer and expenses incurred or to be incurred by the Shareholders’ Representative resulting from the performance of its rights or obligations under this Agreement and the Escrow Agreement and the taking of any and all actions in connection therewith (such remaining portion, the “Expense Fund Excess Amount”). Promptly after the payment of the Final Adjustment Amount, the Shareholders’ Representative shall promptly (and in any event within two (2) Business Days) following preparation of such Post-Closing Payment Schedule pay from the Shareholders’ Representative Expense Fund, to each Seller the applicable portion of the Expense Fund Excess Amount set forth in the Post-Closing Payment Schedule in accordance therewithSellers on their Tax Returns.

Payment Upon Final Determination of Adjustments. (i) If (A) (1) the Estimated Adjustment Amount sum of the Working Capital Surplus, if any, and the absolute amount, if any, by which Closing Cash is greater than zero, less (2) Company Debt, Seller Transaction Expenses, the absolute amount, if any, by which Closing Cash is less than zero, and Working Capital Deficiency, if any, as finally determined in accordance with this Section 2.2, is less than (B) (1) the Final Adjustment Amount (such difference between sum of the Final Adjustment Amount Estimated Working Capital Surplus, if any, and the absolute amount, if any, by which Estimated Adjustment AmountClosing Cash is greater than zero, less (2) Estimated Company Debt, Estimated Seller Transaction Expenses, the “Negative Adjustment Amount”absolute amount, if any, by which Estimated Closing Cash is less than zero, and Estimated Working Capital Deficiency, if any, as estimated in accordance with Section 2.2(b), then (x) the Shareholders’ Representative Xxxx and Buyer shall deliver shall, promptly after the Closing Cash Adjusted Purchase Price is finally determined in accordance with this Section 2.2, issue joint written instructions to the Escrow Agent directing instructing the Escrow Agent to deliver (x) release the amount of such deficiency (the “Overpayment Amount”) to Buyer solely from the Adjustment Escrow Amount and (y) release any remaining Adjustment Escrow Amount to Sellers as and when directed by Xxxx. If the Adjustment Escrow Amount is not sufficient to fund the Overpayment Amount in full, then Sellers or Xxxx shall pay by wire transfer in immediately available funds to an account designated by Buyer an amount equal to the Negative Overpayment Amount minus the Adjustment Escrow Amount (from dollar one) from the Working Capital Escrow Fund, to Buyer and (y) each Seller shall “Excess Amount”). If Sellers or Xxxx do not pay the Excess Amount directly to Buyer within two (2) Business Days 20 days after the applicable portion Closing Cash Adjusted Purchase Price is finally determined pursuant to this Section 2.2(e), the Parties agree that the Escrow Agent shall disburse the Excess Amount to Buyer immediately following the delivery by Buyer of an instruction to the difference, if any, between Escrow Agent instructing the Negative Adjustment Escrow Agent to release the Excess Amount and from the Working Capital Retention Escrow FundAccount. (ii) If (A) (1) the Final Adjustment Amount sum of the Working Capital Surplus, if any, and the absolute amount, if any, by which Closing Cash is greater than zero, less (2) Company Debt, Seller Transaction Expenses, the absolute amount, if any, by which Closing Cash is less than zero, and Working Capital Deficiency, if any, as finally determined in accordance with this Section 2.2, less (B) (1) the sum of the Estimated Adjustment Amount (such difference between the Final Adjustment Amount Working Capital Surplus, if any, and the absolute amount, if any, by which Estimated Adjustment AmountClosing Cash is greater than zero, less (2) Estimated Company Debt, Estimated Seller Transaction Expenses, the “Positive Adjustment Amount”absolute amount, if any, by which Estimated Closing Cash is less than zero, and Estimated Working Capital Deficiency, if any, as estimated in accordance with Section 2.2(b), is greater than zero, then (x) Buyer shall, no later than ten Business Days after the Shareholders’ Representative shall prepare a Post-Closing Payment Schedule Cash Adjusted Purchase Price is finally determined in accordance with respect this Section 2.2, cause to be paid to Sellers an amount equal to the Positive Adjustment Amount (from dollar one) and deliver such Post-Closing Payment Schedule excess by delivery of immediately available funds in accordance with payment instructions provided in writing by Xxxx to Buyer, and (y) no later than two (2) Business Days after receipt of such Post-Closing Payment Schedule issue joint written instructions to the Escrow Agent instructing the Escrow Agent to release the Adjustment Escrow Amount to Sellers as and in accordance with the Post-Closing Payment Schedule, Buyer shall pay, or cause the Company to pay, the applicable portion of the Positive Adjustment Amount set forth in the Post-Closing Payment Schedule to each Seller, as applicablewhen directed by Xxxx. (iii) Promptly following the payment of the Final Adjustment Amount Any payments made to any party pursuant to this Section 2.4(d) (and in any event within two (2) Business Days after the date of such payment) any amount remaining in the Working Capital Escrow Fund (such remaining portion, the “Escrow Fund Excess Amount”2.2(f) shall constitute an adjustment of the Closing Purchase Price for Tax purposes and shall be paid treated as such by Buyer and Sellers on their Tax Returns to the Sellers, greatest extent permitted by wire transfer of immediately available funds, in accordance with the payment instructions contained in the Post-Closing Payment Scheduleapplicable Law. (iv) In connection with the payment of the Final Adjustment Amount The Closing Purchase Price as adjusted pursuant to this Section 2.4(d2.2(f) and the preparation of the Post-Closing Payment Schedule, Shareholders’ Representative Section 12.6 shall include in the Post-Closing Payment Schedule any amount remaining in the Shareholders’ Representative Expense Fund following the payment of any amounts pursuant to Section 13.1 to the Shareholders’ Representative in connection with costs and expenses incurred or to be incurred by the Shareholders’ Representative resulting from the performance of its rights or obligations under this Agreement and the Escrow Agreement and the taking of any and all actions in connection therewith (such remaining portion, constitute the “Expense Fund Excess AmountFinal Purchase Price.”). Promptly after the payment of the Final Adjustment Amount, the Shareholders’ Representative shall promptly (and in any event within two (2) Business Days) following preparation of such Post-Closing Payment Schedule pay from the Shareholders’ Representative Expense Fund, to each Seller the applicable portion of the Expense Fund Excess Amount set forth in the Post-Closing Payment Schedule in accordance therewith.

Payment Upon Final Determination of Adjustments. (i) If (A) the Adjusted Purchase Price, as finally determined in accordance with this Section 2.2, is less than the Estimated Adjustment Amount is greater than Adjusted Purchase Price as set forth in the Initial Closing Statement (B) the Final Adjustment Amount (such difference between the Final Adjustment Amount Estimated Adjusted Purchase Price and the Estimated Adjustment AmountAdjusted Purchase Price, the “Negative Adjustment Excess Amount”), then (x) the Shareholders’ Seller Representative and Buyer shall deliver shall, no later than five (5) Business Days after the Adjusted Purchase Price is finally determined in accordance with this Section 2.2, issue joint written instructions to the Escrow Agent directing instructing the Escrow Agent to deliver (x) release to Buyer solely from the Escrow Funds an amount equal to the Negative Adjustment lesser of (1) the Excess Amount and (from dollar one2) from the Working Capital all remaining Escrow Fund, to Buyer Funds and (y) each thereafter, release any remaining Escrow Funds to the Paying Agent for further distribution to the Sellers in accordance with their Pro Rata Share as directed by the Seller shall pay Representative; provided, for the avoidance of doubt, that the Escrow Funds constitute the sole and exclusive source of recovery by Buyer for any Excess Amount and neither the Seller Representative nor any Seller will be required to make any payment to Buyer within two (2pursuant to this Section 2.2(f)(i) Business Days the applicable portion or otherwise in respect of any Excess Amount beyond delivery of the difference, if any, between the Negative Adjustment Amount and the Working Capital Escrow FundFunds (or portion thereof) to Buyer as provided herein. (ii) If (A) the Final Adjustment Amount Adjusted Purchase Price, as finally determined in accordance with this Section 2.2, is greater than the Estimated Adjusted Purchase Price as set forth in the Initial Closing Statement (the difference between the Adjusted Purchase Price and the Estimated Adjusted Purchase Price, the “Shortfall Amount”), or (B) the Estimated Adjustment Amount (such difference between the Final Adjustment Amount and Adjusted Purchase Price, as finally determined in accordance with this Section 2.2, is equal to the Estimated Adjustment Amount, Adjusted Purchase Price set forth in the “Positive Adjustment Amount”)Initial Closing Statement, then (x) Buyer shall, no later than five (5) Business Days after the Shareholders’ Representative shall prepare a Post-Closing Payment Schedule Adjusted Purchase Price is finally determined in accordance with respect to this Section 2.2, cause an amount of cash equal to the Positive Adjustment Amount (from dollar one) and deliver such Post-Closing Shortfall Amount, if any, to be paid to the Paying Agent, for further distribution to the Sellers in accordance with their Pro Rata Share as directed by the Seller Representative to Buyer or the Payment Schedule to BuyerAgent, and (y) Buyer and the Seller Representative shall, no later than two five (25) Business Days after receipt of such Post-Closing Payment Schedule and thee Adjusted Purchase Price is finally determined in accordance with this this Section 2.2, issue joint written instructions to the Post-Closing Payment Schedule, Buyer shall pay, or cause Escrow Agent instructing the Company Escrow Agent to pay, release all remaining Escrow Funds to the applicable portion of Paying Agent for further distribution to the Positive Adjustment Amount set forth Sellers in accordance with their Pro Rata Share as directed by the Post-Closing Payment Schedule to each Seller, as applicableSeller Representative. (iii) Promptly following the payment of the Final Adjustment Amount Any payments made to any party pursuant to this Section 2.4(d) (and in any event within two (2) Business Days after the date of such payment) any amount remaining in the Working Capital Escrow Fund (such remaining portion, the “Escrow Fund Excess Amount”2.2(f) shall constitute an adjustment of the Estimated Adjusted Purchase Price for Tax purposes and shall be paid treated as such by Buyer and Sellers on their Tax Returns to the Sellers, greatest extent permitted by wire transfer of immediately available funds, in accordance with the payment instructions contained in the Post-Closing Payment Scheduleapplicable Law. (iv) In connection with the payment of the Final Adjustment Amount pursuant to this Section 2.4(d) and the preparation of the Post-Closing Payment Schedule, Shareholders’ Representative shall include in the Post-Closing Payment Schedule any amount remaining in the Shareholders’ Representative Expense Fund following the payment of any amounts pursuant to Section 13.1 to the Shareholders’ Representative in connection with costs and expenses incurred or to be incurred by the Shareholders’ Representative resulting from the performance of its rights or obligations under this Agreement and the Escrow Agreement and the taking of any and all actions in connection therewith (such remaining portion, the “Expense Fund Excess Amount”). Promptly after the payment of the Final Adjustment Amount, the Shareholders’ Representative shall promptly (and in any event within two (2) Business Days) following preparation of such Post-Closing Payment Schedule pay from the Shareholders’ Representative Expense Fund, to each Seller the applicable portion of the Expense Fund Excess Amount set forth in the Post-Closing Payment Schedule in accordance therewith.