Common use of Post-Closing Adjustment Payment Clause in Contracts

Post-Closing Adjustment Payment. (a) If the Final Merger Consideration is greater than the Closing Merger Consideration, (i) the Parent shall promptly (but in any event within two (2) Business Days following the final determination of the Final Merger Consideration) pay to (A) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the amount equal to (x) such difference, minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent. (b) If the Final Merger Consideration is equal to or less than the Closing Merger Consideration, the Parent and the Seller Representative (on behalf of the Securityholders) shall promptly (but in any event within two (2) Business Days) deliver a joint written instruction to the Escrow Agent to pay to the Parent the absolute value of such difference, if any (the “Shortfall Amount”), by wire transfer of immediately available funds to one (1) or more accounts designated by the Parent to the Seller Representative. The Shortfall Amount shall be paid solely from the funds available in the Escrow Account. In the event that the funds available in the Escrow Account are in excess of the Indemnity Escrow Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder, the “Escrow Excess Amount”), the Seller Representative and the Parent shall, simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b), deliver joint written instructions to the Escrow Agent to pay to (i) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Escrow Excess Amount, by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent and the Seller Representative, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent and the Seller Representative. The Securityholders and the Seller Representative shall not have any liability for any amounts due pursuant to Section 1.11 or this Section 1.12, except to the extent of the funds available in the Escrow Account.

Post-Closing Adjustment Payment. Any portion of the Net Working Capital, Closing Cash, Closing Restricted Funds, Closing Indebtedness, Closing Transaction Expenses, Closing Capitalized Lease Obligations, CapEx Adjustment, Loan Termination and Assumption Costs, Madison Investment and Pre-Closing Reorganization Adjustment set forth on the Preliminary Statement that is not disputed by an Objection Statement shall become final and binding upon the parties, and if (ax) If the Final net adjustment to the Total Equity Value in respect of such undisputed items (the “Net Undisputed Amount”) would result in a payment to the Purchaser, on the one hand, or the Sellers and the Merger Consideration is greater Cash Recipients, on the other (as applicable, the “Total Equity Value Adjustment Payee”) and (y) all items disputed in all Objection Statements (the aggregate amount of such disputed items, the “Disputed Amount”) would result in a payment to the party other than the Closing Merger ConsiderationTotal Equity Value Adjustment Payee regardless of the resolution of such dispute that is less than the Net Undisputed Amount, then the parties shall pay to the Total Equity Value Adjustment Payee the excess of the Net Undisputed Amount over such Disputed Amount in accordance with Section 1.06(e) within five (i5) Business Days following the Parent conclusion of the Review Period. The Purchaser shall promptly (but in any event within two five (25) Business Days following the final determination of the Final Merger ConsiderationDays) pay deliver or cause to (A) the Paying Agent (for distribution be delivered to the Common Stockholders), Sellers and the Stockholder Percentage of the amount equal Merger Cash Recipients any amounts finally determined pursuant to (xSection 1.06(e) such difference, minus (y) any fees, expenses and any portion thereof that would to be due to a Dissenting Stockholder (such amount, by the “Positive Adjustment Difference”) Purchaser by wire transfer of immediately available funds to an account or accounts designated by the Representative in writing by the Paying Agent not less than two (2) Business Days prior to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage date of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller . The Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent. (b) If the Final Merger Consideration is equal to or less than the Closing Merger Consideration, the Parent and the Seller Representative (on behalf of the Securityholders) Purchaser shall promptly (but in any event within two five (25) Business Days) deliver a joint written instruction instructions to the Escrow Agent instructing the Escrow Agent to pay from the Escrow Account to the Parent the absolute value of such difference, if any (the “Shortfall Amount”), by wire transfer of immediately available funds to one (1) an account or more accounts designated by the Parent Purchaser any amounts finally determined pursuant to Sections 1.06(d) and 1.06(e) to be due by the Seller RepresentativeSellers. The Shortfall Amount Escrow Account shall be paid solely from the funds available in the Escrow Account. In the event that the funds available in the Escrow Account are in excess of the Indemnity Escrow Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder, the “Escrow Excess Amount”), the Seller Representative and the Parent shall, simultaneously Purchaser’s sole recourse with the delivery of the instructions described in the first sentence of this Section 1.12(b), deliver joint written instructions to the Escrow Agent to pay to (i) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Escrow Excess Amount, by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent and the Seller Representativerespect to, and the Paying Agent shall promptly distribute exclusive source of funds for, any payments required to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing be made by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent and the Seller Representative. The Securityholders and the Seller Representative shall not have any liability for any amounts due Sellers pursuant to Section 1.11 or 1.06(d), 1.06(e) and this Section 1.12, except to the extent of the funds available in the Escrow Account1.07.

Post-Closing Adjustment Payment. (a) If the Final Merger Consideration Purchase Price, as finally determined pursuant to Section 1.05, is greater than the Closing Merger ConsiderationPreliminary Purchase Price, (i) the Parent Buyer shall promptly (but in any event within two five (25) Business Days following business days) pay any such excess, together with interest thereon at a rate per annum equal to one percent (1%), calculated on the final determination basis of the Final Merger Consideration) pay to (A) actual number of days elapsed from the Paying Agent (for distribution Closing Date to the Common Stockholders)date of payment, to the Stockholder Percentage Representative (on behalf of the amount equal to (x) such difference, minus (y) any fees, expenses Stockholders and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”Optionholders) by wire transfer of immediately available funds to an account or accounts designated in writing by the Paying Agent Stockholder Representative. The Stockholder Representative shall promptly deliver such amounts to the Parent, Stockholders and the Paying Agent shall promptly distribute Optionholders on a pro rata basis according to each Stockholder's and Optionholder's Common Stockholder its applicable portion thereofPercentage. If the Purchase Price, (B) as finally determined pursuant to Section 1.05, is less than the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders)Preliminary Purchase Price, the Stockholder Percentage Representative (on behalf of the Purchase Price Escrow Amount Stockholders and the Optionholders) shall promptly (less but in any feesevent within five (5) business days) pay any such shortfall, expenses and any portion thereof that would be due together with interest thereon at a rate per annum equal to any Dissenting Stockholder) by wire transfer one percent (1%), calculated on the basis of immediately available funds to an account designated in writing by the Paying Agent actual number of days elapsed from the Closing Date to the Parentdate of payment, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), Buyer from the Warrantholder Percentage of the Purchase Price Escrow Holdback Amount by wire transfer of immediately available funds to an account or accounts designated in writing by the Paying Agent Buyer; provided that, if the amount determined to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting the Buyer exceeds the then available Holdback Amount, the Stockholders shall collectively be responsible for such excess and each Stockholder shall pay its pro rata portion (determined according to each Stockholder's Undiluted Common Percentage) of such excess directly to the Buyer by wire transfer of immediately available funds to an account or accounts designated in writing by the Surviving Company to the Parent. (b) Buyer. If the Final Merger Consideration is equal Stockholders shall fail to or less than the Closing Merger Consideration, the Parent and the Seller Representative (on behalf of the Securityholders) shall promptly (but make such payment in any event accordance with this Section 1.06 within two (2) Business Days) deliver a joint written instruction to business days, the Stockholder Representative, upon notice from the Buyer, shall immediately instruct the Escrow Agent to pay any such amounts to the Parent the absolute value of such difference, if any (the “Shortfall Amount”), by wire transfer of immediately available funds to one (1) or more accounts designated by the Parent to the Seller Representative. The Shortfall Amount shall be paid solely Buyer from the funds available in the Escrow Account. In the event that the funds available in the Escrow Account are in excess of the Indemnity Escrow Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder, the “Escrow Excess Amount”), the Seller Representative and the Parent shall, simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b), deliver joint written instructions to the Escrow Agent to pay to (i) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Escrow Excess Amount, by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent and the Seller Representative, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent and the Seller Representative. The Securityholders and the Seller Representative shall not have any liability for any amounts due pursuant to Section 1.11 or this Section 1.12, except to the extent of the funds available in the Escrow Account.

Post-Closing Adjustment Payment. (a) If the Final Merger Consideration is greater than the Closing Merger Consideration, (i) the Parent shall promptly (but in any event within two (2) Business Days following the final determination of the Final Merger Consideration) pay to (A) the Paying Agent Representative (for distribution to the holders of Common Stockholders), Stock) the Stockholder Percentage of the amount equal to (x) of such difference, minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) difference by wire transfer of immediately available funds to an account designated in writing by the Paying Agent Representative to the Parent, Parent and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including holders of the timing and manner of paymentOptions) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference amount of such difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent Representative (for distribution to the holders of Common Stockholders), Stock) the Stockholder Percentage of the Purchase Price funds in the Escrow Amount (less any fees, expenses Account and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of paymentOptions) of Section 1.03), the Optionholder Percentage of the Purchase Price funds in the Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the ParentAccount. (b) If the Final Merger Consideration is equal to or less than the Closing Merger ConsiderationConsideration (such difference, the “Shortfall Amount”), the Parent and the Seller Representative (on behalf of the Securityholders) shall promptly (but in any event within two (2) Business DaysDays following the final determination of the Final Merger Consideration) deliver a joint written instruction instructions to the Escrow Agent to cause the Escrow Agent to pay to the Parent the absolute value of such difference, if any (the “Shortfall Amount”), Amount by wire transfer of immediately available funds to one (1) or more accounts designated by the Parent to the Seller RepresentativeParent. The Shortfall Amount shall be paid solely from the funds available in the Escrow Account, and if the Shortfall Amount exceeds the funds available in the Escrow Account, the Shortfall Amount shall be deemed to equal only the amount of funds available in the Escrow Account. In the event that the funds available in the Escrow Account are in excess of the Indemnity Escrow Shortfall Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholderexcess, the “Escrow Excess Amount”), the Seller Representative and the Parent shall, shall simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b1.10(b), deliver joint written instructions to the Escrow Agent to pay to (i) the Paying Agent Representative (for distribution to the holders of Common Stockholders), Stock) the Stockholder Percentage of the Escrow Excess Amount, by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent Amount and the Seller Representative, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03Options) the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent and the Seller RepresentativeAmount. The Securityholders and the Seller Representative shall not have any liability for any amounts due pursuant to Section 1.11 1.09 or this Section 1.12, 1.10 except to the extent of the funds available in the Escrow Account.

Post-Closing Adjustment Payment. (a) If the Final Merger Consideration Post-Closing Adjustment is greater a negative number, then not later than the Closing Merger Consideration, (i) the Parent shall promptly (but in any event within two (2) five Business Days following after the final determination of the Final Merger Consideration) pay to Post Closing Adjustment: (A) Parent shall direct its transfer agent to issue, register and deliver certificates or DRS Statements to each Holder, as directed on Annex B hereto, the Paying Agent (for distribution number of Consideration Shares equal to the Common Stockholders)Post-Closing Adjustment multiplied by such Holder's Pro Rata Share, the Stockholder Percentage of the amount equal to (x) for each such difference, minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent Holder rounded down to the Parentnearest whole share, of which, with respect to each Holder, 60% shall be Restricted Shares and 40% shall be Common Shares, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent. (b) If the Final Merger Consideration is equal to or less than the Closing Merger Consideration, the Parent and the Seller Representative (on behalf of the Securityholders) shall promptly (but in any event within two (2) Business Days) deliver a joint written instruction to the Escrow Agent to pay to the Parent the absolute value of such difference, if any (the “Shortfall Amount”), by wire transfer of immediately available funds to one (1) or more accounts designated by the Parent to the Seller Representative. The Shortfall Amount shall be paid solely from the funds available in directing the Escrow AccountAgent to release and distribute to each Holder such Holder's Post-Closing Adjustment Escrow Shares. In If the event that Post-Closing Adjustment is a positive number, then not later than five Business Days after the funds available in the Escrow Account are in excess determination of the Indemnity Escrow Amount (such excess less any feesPost Closing Adjustment, expenses and any portion thereof that would be due to any Dissenting Stockholder, the “Escrow Excess Amount”), the Seller Representative Parent and the Parent shall, simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b), Representative shall deliver a joint written instructions instruction to the Escrow Agent directing the Escrow Agent to: (A) release and distribute to pay to (i) Parent the Paying Agent (for distribution number of Post-Closing Adjustment Escrow Shares equal to the Common Stockholders)Post-Closing Adjustment, such shares to reduce the Stockholder Percentage Holders' Post-Closing Adjustment Escrow Shares on a pro rata basis; and (B) as to the remaining Post-Closing Adjustment Escrow Shares, if any, release and distribute to each Holder the balance of such Holder's remaining Post-Closing Adjustment Escrow Shares. The Parties agree that the costs attributable to the Escrow Excess Amount, Agent shall be shared 50/50 by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent and the Seller Representative, Holders as a group. The amounts payable pursuant to clauses (i)(A) and (ii)(A) above are the Paying Agent "Post-Closing Adjustment Payment." Any Post-Closing Adjustment Payment shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution be treated as an adjustment to the Warrantholder), the Warrantholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing Merger Consideration by the Paying Agent to the ParentParties for Tax purposes, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount unless otherwise required by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent and the Seller Representative. The Securityholders and the Seller Representative shall not have any liability for any amounts due pursuant to Section 1.11 or this Section 1.12, except to the extent of the funds available in the Escrow AccountLaw.

Post-Closing Adjustment Payment. (ai) If the Final Merger Consideration Cash Purchase Price is greater than the Closing Merger ConsiderationPreliminary Cash Purchase Price (such difference, the “Excess Amount”), (iA) the Parent Remington shall promptly (but in any event within two (2) five Business Days following after the final determination of such amount in accordance with this Section 2.3) pay or cause to be paid, to Seller an amount equal to the Excess Amount, by wire transfer of immediately available funds to the account designated in writing by Seller and (B) Remington and Seller shall promptly, and in any event within five Business Days after the final determination of the Final Merger Consideration) pay to (A) the Paying Agent (for distribution Cash Purchase Price in accordance with this Section 2.3, provide joint written instructions to the Common Stockholders), Escrow Agent instructing the Stockholder Percentage of the Escrow Agent to release to Seller an amount equal to (x) such difference, minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive then-remaining balance of the Adjustment Difference”) Escrow Account by wire transfer of immediately available funds to an account designated in writing by Seller; provided that if the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage sum of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Excess Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholderowed under this Section 2.3(h)(i) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, plus (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Closing Date Cash Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options paid at Closing in accordance with Section 2.5(a)(iii) exceeds $6,300,000 (the terms (including amount of such excess, the timing and manner of payment) of Section 1.03“Cash Consideration Excess”), then the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company Parent will issue additional Rollover Units with a value equal to the ParentCash Consideration Excess to Seller in lieu of paying such Cash Consideration Excess in cash. (bii) If the Final Merger Consideration Cash Purchase Price is equal to or less than the Closing Merger ConsiderationPreliminary Cash Purchase Price (the absolute value of such difference, the Parent “Deficit Amount”), Remington and the Seller Representative (on behalf of the Securityholders) shall promptly (but in any event within two (2) five Business Days) deliver a Days following the final determination of the Final Cash Purchase Price in accordance with this Section 2.3), provide joint written instruction instructions to the Escrow Agent instructing the Escrow Agent to pay release from the Adjustment Escrow Account by wire transfer of immediately available funds (A) to an account or accounts designated in writing by Remington, the lesser of the then-remaining balance of the Adjustment Escrow Account and the Deficit Amount and (B) to an account or accounts designated in writing by Seller an amount equal to the Parent balance remaining (if any) of the absolute value Adjustment Escrow Account (after any payment made to Remington from the Adjustment Escrow Account in accordance with clause (A) of this Section 2.3(h)(ii)). If the Deficit Amount is greater than the then-remaining balance of the Adjustment Escrow Account (such differenceexcess, if any (the “Shortfall Amount”), by wire transfer of immediately available funds to one Seller shall promptly (1and in any event within 5 Business Days) or more accounts designated by following the Parent to the Seller Representative. The Shortfall Amount shall be paid solely from the funds available in the Escrow Account. In the event that the funds available in the Escrow Account are in excess final determination of the Indemnity Escrow Amount (such excess less any feesFinal Cash Purchase Price, expenses and any portion thereof that would be due to any Dissenting Stockholder, the “Escrow Excess Amount”), the Seller Representative and the Parent shall, simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b), deliver joint written instructions to the Escrow Agent to pay to (i) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Escrow Excess Amountpay, by wire transfer of immediately available funds funds, an amount equal to the Shortfall Amount to an account or accounts designated in writing by Remington; provided, however, that if Seller fails to pay the Paying Agent Shortfall Amount within the timeframe set forth above, Remington shall be entitled to reduce the Parent and Earnout Transaction Consideration, if any, payable to Seller hereunder by the Seller Representative, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage amount of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and Shortfall Amount. (iii) the Surviving Company (for distribution to holders of Options Notwithstanding anything in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Surviving Company this Agreement to the Parent contrary, the Independent Accountant and the Seller Representative. The Securityholders and the Seller Representative shall not have any liability for any amounts due pursuant to Section 1.11 or procedures set forth in this Section 1.12, except to 2.3 shall be the extent of sole method for resolving disputes regarding the funds available in the Escrow AccountClosing Date Cash Purchase Price.

Post-Closing Adjustment Payment. (ai) If the Aggregate Consideration as set forth on the Final Merger Consideration Statement is greater than the Closing Merger Estimated Aggregate Consideration, (i) the Parent shall promptly (but in any event Purchaser shall, within two (2) ten Business Days following after the Aggregate Consideration becomes final determination of and binding on the Parties (as set forth on the Final Merger Consideration) pay to (A) the Paying Agent (for distribution to the Common StockholdersStatement), the Stockholder Percentage of pay the amount equal to (x) of such difference, minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) difference by wire transfer of immediately available funds to an account designated in writing by Seller, and Seller and Purchaser shall deliver, within one Business Day of the Paying Agent date on which the Closing Statements become final and binding upon the Parties in accordance with the terms hereof, joint written instructions to the ParentEscrow Agent in accordance with the terms of the Escrow Agreement to deliver the entire balance of the Working Capital Escrow Account to Seller or its designee. (ii) If the Aggregate Consideration as set forth on the Final Statement is less than the Estimated Aggregate Consideration, then Seller and Purchaser shall deliver, within one Business Day of the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereofdate on which the Closing Statements become final and binding upon the Parties in accordance with the terms hereof, (B) the Paying Agent (for distribution joint written instructions to the WarrantholderEscrow Agent in accordance with the terms of the Escrow Agreement to deliver from the Working Capital Escrow Account to Purchaser or its designee, an amount equal to difference; provided, that if the funds in the Working Capital Escrow Account are not sufficient to pay the full amount require to be paid to Purchaser pursuant to this Section 2.04(d)(ii), then the Warrantholder Percentage balance of such amount shall be paid by Seller within ten Business Days after the Positive Adjustment Difference Aggregate Consideration becomes final and binding on the Parties (as set forth on the Final Statement), by wire transfer of to Purchaser in immediately available funds to an account designated in writing by Purchaser. If there are any funds in the Paying Agent Working Capital Escrow Account after the foregoing payment is made to Purchaser or its designee, then the joint instructions of Seller and Purchaser delivered to the Parent, and the Paying Escrow Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent Escrow Agreement shall deliver include joint written instructions to deliver from the Working Capital Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available Account such excess funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the ParentSeller. (b) If the Final Merger Consideration is equal to or less than the Closing Merger Consideration, the Parent and the Seller Representative (on behalf of the Securityholders) shall promptly (but in any event within two (2) Business Days) deliver a joint written instruction to the Escrow Agent to pay to the Parent the absolute value of such difference, if any (the “Shortfall Amount”), by wire transfer of immediately available funds to one (1) or more accounts designated by the Parent to the Seller Representative. The Shortfall Amount shall be paid solely from the funds available in the Escrow Account. In the event that the funds available in the Escrow Account are in excess of the Indemnity Escrow Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder, the “Escrow Excess Amount”), the Seller Representative and the Parent shall, simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b), deliver joint written instructions to the Escrow Agent to pay to (i) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Escrow Excess Amount, by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent and the Seller Representative, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent and the Seller Representative. The Securityholders and the Seller Representative shall not have any liability for any amounts due pursuant to Section 1.11 or this Section 1.12, except to the extent of the funds available in the Escrow Account.

Post-Closing Adjustment Payment. (a) If the Final Merger Consideration Purchase Price is greater than the Closing Merger ConsiderationPurchase Price, (ia) the Parent shall promptly (but in any event within two (2) Business Days following the final determination of the Final Merger Consideration) pay to (A) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the amount equal to (x) such difference, minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent. (b) If the Final Merger Consideration is equal to or less than the Closing Merger Consideration, the Parent and the Seller Representative (on behalf of the Securityholders) Purchaser shall promptly (but in any event within two (2) Business Days) deliver a joint written instruction pay, or cause to be paid, to Sellers (in accordance with their Pro Rata Ownership Percentages) an aggregate amount equal to the Escrow Agent to pay to the Parent the absolute value lesser of such difference, if any (the “Shortfall Amount”), by wire transfer of immediately available funds to one (1) or more accounts designated by the Parent to the Seller Representative. The Shortfall Amount shall be paid solely from the funds available in the Escrow Account. In the event that the funds available in the Escrow Account are in excess of the Indemnity Escrow Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder, the “Escrow Excess Amount”), the Seller Representative and the Parent shall, simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b), deliver joint written instructions to the Escrow Agent to pay to (i) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Escrow Excess Amount, by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent such excess and the Seller Representative, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution an amount equal to the Warrantholder), the Warrantholder Percentage of the Adjustment Escrow Excess Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Sellers' Representative to Purchaser and (b) Purchaser and Sellers' Representative shall promptly (but in any event within three (3) Business Days) cause the Paying Escrow Agent to release all funds in the Parent, and the Paying Agent shall promptly distribute Adjustment Escrow Account to the Warrantholder such amount, and Sellers (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of paymenttheir Pro Rata Ownership Percentages) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account or accounts designated in writing by the Surviving Company Sellers' Representative to the Parent Escrow Agent. If the Final Purchase Price is less than the Closing Purchase Price, Purchaser and the Seller Representative. The Securityholders and the Seller Sellers' Representative shall not have promptly (but in any liability for event within three (3) Business Days) cause the Escrow Agent to (a) release to Purchaser by wire transfer of immediately available funds to an account or accounts designated in writing by Purchaser to Escrow Agent an aggregate amount equal to the lesser of (i) the absolute value of such difference and (ii) the Adjustment Escrow Amount, and (b) release all remaining funds, if any, in the Adjustment Escrow Account to Sellers (in accordance with their Pro Rata Ownership Percentages) by wire transfer of immediately available funds to an account or accounts designated in writing by Sellers' Representative to the Escrow Agent. For federal, state, local and foreign income Tax purposes, except as otherwise required by Law, any amounts due payments made pursuant to Section 1.11 or this Section 1.12, except 1.05 shall be treated as an adjustment to the extent of the funds available in the Escrow AccountClosing Purchase Price.

Post-Closing Adjustment Payment. (a) If the Net Indebtedness set forth in the Final Merger Consideration Statement is less than the Estimated Net Indebtedness set forth in the Estimated Statement, the amount of such difference will be owed to Vendor by Purchaser. If the Net Indebtedness set forth in the Final Statement is greater than the Closing Merger ConsiderationEstimated Net Indebtedness set forth in the Estimated Statement, the amount of such difference will be owed to Purchaser by Vendor. (ib) If the Parent shall promptly Working Capital set forth in the Final Statement is less than the Estimated Working Capital set forth in the Estimated Statement, the amount of such difference will be owed to Purchaser by Vendor. If the Working Capital set forth in the Final Statement is greater than the Estimated Working Capital set forth in the Estimated Statement, the amount of such difference will be owed to Vendor by Purchaser. (but c) If the Customer Adjustment Amount set forth in any event the Final Statement is less than the Customer Adjustment Amount set forth in the Estimated Statement, the amount of such difference will be owed to Vendor by Purchaser. If the Customer Adjustment Amount set forth in the Final Statement is greater than the Customer Adjustment Amount set forth in the Estimated Statement, the amount of such difference will be owed to Purchaser by Vendor. (d) If the net amount based on the calculations set forth in Sections 2.7(a) through 2.7(c) is owed by Vendor to Purchaser (the ”Final Negative Adjustment Amount”), then within two (2) three Business Days following of the final determination of the Final Merger Consideration) pay to (A) the Paying Agent (for distribution Statement, Vendor and Purchaser will send a joint written notice to the Common Stockholders)Escrow Agent directing it to pay the Final Negative Adjustment Amount to Purchaser from the Adjustment Escrow Amount, and to release the Stockholder Percentage balance of the amount equal Adjustment Escrow Amount, if any, to (x) such difference, minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) Vendor by wire transfer of immediately available funds to an the account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution to the Warrantholder)Vendor, the Warrantholder Percentage of whole in accordance with the Positive Escrow Agreement. If the Final Negative Adjustment Difference Amount is greater than the Adjustment Escrow Amount, Vendor will pay such difference by wire transfer of immediately available funds to an account designated Purchaser within five Business Days of the final determination of the Final Statement. (e) If the net amount based on the calculations set forth in writing Sections 2.7(a) through 2.7(c) is owed by Purchaser to Vendor (the Paying Agent ”Final Positive Adjustment Amount”), then within three Business Days of the final determination of the Final Statement, Vendor and Purchaser will send a joint written notice to the Parent, and Escrow Agent directing it to release the Paying Agent shall promptly distribute entire Adjustment Escrow Amount to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference Vendor by wire transfer of immediately available funds to an the account designated by Vendor, the whole in writing by accordance with the Surviving Company Escrow Agreement, and Purchaser will pay an amount equal to the Parent, and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Final Positive Adjustment Amount by wire transfer of immediately available funds to an the account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage Vendor within five Business Days of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer final determination of immediately available funds to an account designated in writing by the Surviving Company to the Parent. (b) If the Final Merger Consideration is equal to or less than the Closing Merger Consideration, the Parent and the Seller Representative (on behalf of the Securityholders) shall promptly (but in any event within two (2) Business Days) deliver a joint written instruction to the Escrow Agent to pay to the Parent the absolute value of such difference, if any (the “Shortfall Amount”), by wire transfer of immediately available funds to one (1) or more accounts designated by the Parent to the Seller Representative. The Shortfall Amount shall be paid solely from the funds available in the Escrow Account. In the event that the funds available in the Escrow Account are in excess of the Indemnity Escrow Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder, the “Escrow Excess Amount”), the Seller Representative and the Parent shall, simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b), deliver joint written instructions to the Escrow Agent to pay to (i) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Escrow Excess Amount, by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent and the Seller Representative, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent and the Seller Representative. The Securityholders and the Seller Representative shall not have any liability for any amounts due pursuant to Section 1.11 or this Section 1.12, except to the extent of the funds available in the Escrow AccountStatement.

Post-Closing Adjustment Payment. (ai) If the Final Merger Consideration Cash Purchase Price is greater than the Closing Merger ConsiderationEstimated Cash Purchase Price (such amount, (i) if any, the Parent "Excess Amount"), Purchaser shall promptly (but in any event within two (2) five Business Days following after the final determination of the Final Merger ConsiderationCash Purchase Price in accordance with this Section 1.08) pay deliver the Excess Amount to the Paying Agent to be held as the Sellers Representative Expense Fund. (ii) If the Final Cash Purchase Price is less than the Estimated Cash Purchase Price (such amount, if any, the "Shortfall Amount"), then Purchaser shall (A) deduct from the Working Capital Holdback Amount such Shortfall Amount (and, if the Working Capital Holdback Amount is less than such Shortfall Amount, then, deduct, the difference from the General Indemnity Holdback Amount), (B) deliver to the Paying Agent (for further distribution to the Common Stockholders), former Company Unitholders and former LGC Stockholders in accordance with their respective Allocation Percentages and LGC Allocation Percentages) the Stockholder Percentage remaining portion (if any) of the amount equal to (x) such difference, minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent Working Capital Holdback Amount allocable to the Parent, Company Units and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, Company RMUs and (C) deliver to the Surviving Company (for distribution further payment to Optionholders the former Company UAR Holders (solely with respect to In-the-Money Company UARs), Company MUR Holders and Company PMUR Holders, in each case accordance with their respective Allocation Percentages) the terms remaining portion (including the timing and manner of paymentif any) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company Working Capital Holdback Amount allocable to the ParentIn-the-Money Company UARs, Company MURs and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the ParentPMURs. (biii) If The Parties agree that any payments made pursuant to this Section 1.08(e) shall be treated for Tax purposes as an adjustment to the Final Merger Consideration is equal to or less than the Closing Merger Consideration, the Parent and the Seller Representative (on behalf of the Securityholders) shall promptly (but in any event within two (2) Business Days) deliver a joint written instruction to the Escrow Agent to pay to the Parent the absolute value of such difference, if any (the “Shortfall Amount”), by wire transfer of immediately available funds to one (1) or more accounts designated by the Parent to the Seller Representative. The Shortfall Amount shall be paid solely from the funds available in the Escrow Account. In the event that the funds available in the Escrow Account are in excess of the Indemnity Escrow Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder, the “Escrow Excess Amount”), the Seller Representative and the Parent shall, simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b), deliver joint written instructions to the Escrow Agent to pay to (i) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Escrow Excess Amount, by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent and the Seller RepresentativeCash Purchase Price, and the Paying Agent each Party hereto shall promptly distribute to each Common Stockholder its file all Tax Returns and act for all Tax purposes in a manner consistent therewith unless otherwise required by applicable portion thereof, (ii) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent and the Seller Representative. The Securityholders and the Seller Representative shall not have any liability for any amounts due pursuant to Section 1.11 or this Section 1.12, except to the extent of the funds available in the Escrow AccountLaw.

Post-Closing Adjustment Payment. (a) If the Final Merger Residual Cash Consideration is greater than the Closing Merger Residual Cash Consideration, (i) the Parent shall promptly (but in any event within two (2) Business Days following the final determination of the Final Merger Residual Cash Consideration) pay to (A) the Paying Agent (for distribution to the Common Stockholders), Securityholders) the Stockholder Securityholder Percentage of the amount equal to (x) of such difference, minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) difference by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, Parent and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including holders of the timing and manner of paymentIn-the-Money Options) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference amount of such difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to the Representative the funds in the Adjustment Escrow Account for the benefit of the Escrow Securityholders (xand any recipients pursuant to Section 10.04), and the Representative shall deposit such amount (after deductions for payments pursuant to Section 10.04) with the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage benefit of the Purchase Price Escrow Amount (less any feesSecurityholders, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent which shall promptly distribute to each Common Stockholder Escrow Securityholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any pro rata portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parentbased on its Escrow Percentage. (b) If the Final Merger Residual Cash Consideration is equal to or less than the Closing Merger Residual Cash Consideration, the Parent and the Seller Representative (on behalf of the Escrow Securityholders) shall promptly (but in any event within two five (25) Business Days) deliver a joint written instruction to the Escrow Agent to pay to the Parent the absolute value of such difference, if any difference (the “Shortfall Amount”), ) by wire transfer of immediately available funds to one (1) or more accounts designated by the Parent to the Seller Representative. The Shortfall Amount shall be paid solely from the funds available in the Adjustment Escrow Account. In the event that that, after such payment is made, the funds available in the Adjustment Escrow Account are in excess of the Indemnity Escrow Shortfall Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholderexcess, the “Adjustment Escrow Excess Amount”), the Seller Representative and the Parent shall, shall simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b1.10(b), deliver joint written instructions to the Escrow Agent to pay to the Representative the Adjustment Escrow Excess Amount for the benefit of the Escrow Securityholders (iand any recipients pursuant to Section 10.04), and the Representative shall deposit such amount (after deductions for payments pursuant to Section 10.04) with the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage benefit of the Escrow Excess AmountSecurityholders, by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent and the Seller Representative, and the Paying Agent which shall promptly distribute to each Common Stockholder Escrow Securityholder its applicable pro rata portion thereof, (ii) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the thereof based on its Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent and the Seller RepresentativePercentage. The Securityholders and the Seller Representative shall not have any liability for any amounts due pursuant to Section 1.11 1.09 or this Section 1.12, 1.10 except to the extent of the funds available in the Adjustment Escrow Account.

Post-Closing Adjustment Payment. (a) If the Final Merger Consideration is greater than Within 60 days after the Closing Merger ConsiderationDate, (i) Sellers will deliver to Purchasers the Parent shall promptly (but Closing Balance Sheets, prepared in any event within two (2) Business Days following the final determination of the Final Merger Consideration) pay to (A) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the amount equal to (x) such difference, minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parentaccordance with generally accepted accounting principles consistently applied, and the Paying Agent Net Working Capital shall promptly distribute be recalculated to each Common Stockholder its applicable portion thereofreflect the difference between the Net Working Capital on the Interim Closing Balance Sheets and on the Closing Balance Sheets (the "Purchase Price Adjustment"); provided, (B) however, such recalculation shall be dollar-for-dollar for the Paying Agent (for distribution differences between such balance sheets and no consideration in the recalculations shall be given to the Warrantholder), fact that under generally accepted accounting principles consistently applied a materiality standard applies to such Financial Statements. If Purchasers dispute any entry in the Warrantholder Percentage Closing Balance Sheets relevant to the calculation of the Positive Adjustment Difference by wire transfer Purchase Price Adjustment, and/or dispute the value of immediately available funds to an account designated in writing by the Paying Agent Inventory, and such dispute is not resolved to the Parentmutual satisfaction of Sellers and Purchasers within ninety (90) days after the Closing Date, Sellers and Purchasers each shall have the Paying Agent shall promptly distribute right to require that such dispute be submitted to Ernst & Young, acting as experts and not as arbitrators to resolve the Warrantholder such amount, and (C) computation or verification of the Surviving Company (for distribution to Optionholders disputed Closing Balance Sheets entries in accordance with the terms (including the timing provisions of this Agreement and manner otherwise where applicable in accordance with generally accepted accounting principles applied on a consistent basis. The fees and expenses of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds any such submission to an account designated in writing by accounting firm shall be split 50/50 between Sellers and Purchasers. Sellers shall pay Purchasers, or Purchasers shall pay Sellers, as the Surviving Company to the Parentcase may be, and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Amount Adjustment, if any, within five (less any fees5) business days after its determination. The determination made by Ernst & Young, expenses shall be final and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer binding on the Parties unless Sellers, on the one hand, or Purchasers, on the other hand, provide a written notice of immediately available funds to an account designated in writing by the Paying Agent objection to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, other Party within ten (y10) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage days after receipt of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated Ernst & Young determination, in writing by which case the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent. (b) If the Final Merger Consideration is equal to or less than the Closing Merger Consideration, the Parent and the Seller Representative (on behalf of the Securityholders) shall promptly (but in any event within two (2) Business Days) deliver a joint written instruction to the Escrow Agent to pay to the Parent the absolute value of such difference, if any (the “Shortfall Amount”), by wire transfer of immediately available funds to one (1) or more accounts designated by the Parent to the Seller Representative. The Shortfall Amount matter shall be paid solely from the funds available submitted to arbitration as provided in the Escrow Account. In the event that the funds available in the Escrow Account are in excess of the Indemnity Escrow Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder, the “Escrow Excess Amount”), the Seller Representative and the Parent shall, simultaneously with the delivery of the instructions described in the first sentence Section 17.1 of this Section 1.12(b), deliver joint written instructions to the Escrow Agent to pay to (i) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Escrow Excess Amount, by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent and the Seller Representative, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent and the Seller Representative. The Securityholders and the Seller Representative shall not have any liability for any amounts due pursuant to Section 1.11 or this Section 1.12, except to the extent of the funds available in the Escrow AccountAgreement.

Post-Closing Adjustment Payment. (a) If the Final Merger Consideration Closing Purchase Price is greater than the Closing Merger ConsiderationPurchase Price, (i) the Parent Purchaser shall promptly (but in any event within two (2five Business Days) Business Days following the final determination of the Final Merger Consideration) pay pay, or cause to (A) the Paying Agent (for distribution be paid, to the Common Stockholders), the Stockholder Percentage of the amount equal to (x) such difference, minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent. (b) If the Final Merger Consideration is equal to or less than the Closing Merger Consideration, the Parent and the Seller Representative (on behalf for the benefit of the SecurityholdersSellers in accordance with Section 2.3(c)) shall promptly (but in any event within two (2) Business Days) deliver a joint written instruction to the Escrow Agent to pay to the Parent the absolute value amount of such difference, if any (the “Shortfall Amount”)excess, by wire transfer of immediately available funds to one the account or accounts designated in writing by the Seller Representative to Purchaser and (ii) Purchaser and the Seller Representative shall jointly instruct the Escrow Agent in writing to deliver to the Seller Representative (for the benefit of the Sellers) by wire transfer of immediately available funds the Adjustment Escrow Funds from the Adjustment Escrow Account. If the Final Closing Purchase Price is less than the Closing Purchase Price, then the absolute value of such difference shall be the "Adjustment Amount," and Purchaser and the Seller Representative will jointly instruct the Escrow Agent in writing to pay (A) to Purchaser, by wire transfer of immediately available funds from the Adjustment Escrow Account, an amount equal to the lesser of (1) or more accounts designated by the Parent to Adjustment Amount and (2) the Seller Representative. The Shortfall Amount shall be paid solely from the funds available Adjustment Escrow Funds; provided that in the event the Adjustment Amount is greater than the Adjustment Escrow Account. In Funds (the event that Adjustment Amount, minus the funds available in the Adjustment Escrow Account are in excess of the Indemnity Escrow Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting StockholderFunds, the “Escrow Excess "Adjustment Shortfall Amount”"), the Seller Representative and the Parent shall, simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b), deliver joint written instructions addition to instructing the Escrow Agent to pay to (i) Purchaser the Paying Agent (for distribution Adjustment Escrow Funds, pay to Purchaser, within five Business Days after the Common Stockholders)determination of the Final Closing Purchase Price, the Stockholder Percentage of the Escrow Excess Adjustment Shortfall Amount, by wire transfer of immediately available funds to an account or accounts designated in writing to Seller Representative by Purchaser within at least three Business Days after the Paying Agent determination of the Final Closing Purchase Price, and the Sellers shall take any and all actions, including providing the Seller Representative the necessary funds, to the Parent and ensure the Seller Representative's ability to comply with the foregoing payment obligation, and (B) to the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent Seller Representative (for distribution to the Warrantholderbenefit of the Sellers), the Warrantholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds funds, the remainder after executing the transfers contemplated in clause (A), if any, of the Adjustment Escrow Funds to an account or accounts designated in writing by the Paying Agent Seller Representative to the Parent, Escrow Agent. (b) The Adjustment Escrow Funds may be distributed to Purchaser solely and exclusively in accordance with Section 2.3(a) and the Paying Agent terms of the Escrow Agreement and shall promptly distribute not be available for any other payment to Purchaser or any of its Affiliates. All title and all rights to all remaining Adjustment Escrow Funds (if any) shall transfer to the Warrantholder such amountSeller Representative (i) immediately following the payments made to Purchaser of the Adjustment Amount under Section 2.3(a) if the Final Closing Purchase Price is less than the Closing Purchase Price or (ii) immediately upon the final determination of the Final Closing Purchase Price pursuant to Section 2.2, and (iii) if the Surviving Company (for distribution to holders of Options Final Closing Purchase Price is greater than the Closing Purchase Price, in each case in accordance with the terms of this Agreement and the Escrow Agreement. (including c) Subject to Section 12.2(e), any consideration paid or payable to the timing Sellers pursuant to this Agreement (other than the Closing Purchase Price and manner of paymentthe Call Option Exercise Price) of Section 1.03) shall be allocated among the Optionholder Sellers in accordance with such Seller's Residual Percentage and shall be paid to the Seller Representative (for the benefit of the Escrow Excess Amount by wire transfer of immediately available funds Sellers) in accordance with the payment instructions provided to an account designated Purchaser in writing by the Surviving Company Seller Representative; provided that Purchaser's only obligation with respect to the Parent payment of consideration paid or payable to the Sellers shall be to satisfy its obligations under Section 1.4 and the Seller Representative. Section 2.3(a). (d) The Securityholders and the Seller Representative shall not have Parties agree that any liability for any amounts due pursuant to Section 1.11 or amount paid under this Section 1.122.3 shall be treated as an adjustment to the Final Closing Purchase Price for Tax purposes (with any such adjustments allocated among the Purchased Securities consistent with the Sellers' Residual Percentages) and, except to the extent of the funds available in the Escrow Accountrequired by applicable Law, agree not to take any position inconsistent with such treatment on any Tax Return.

Post-Closing Adjustment Payment. (a) If the Final Merger Consideration Closing Purchase Price is greater than the Estimated Closing Merger ConsiderationPurchase Price, (i) promptly after the Parent shall promptly date the Final Closing Purchase Price is finally determined pursuant to Section 2.2 (but in any event within two 3 Business Days), (2) Business Days following the final determination of the Final Merger Consideration) pay to (Ai) the Paying Agent (for distribution Purchaser shall pay, or cause to be paid, to the Common StockholdersSellers, in accordance with Section 1.3(c), the Stockholder Percentage aggregate amount of the amount equal to (x) such differenceexcess, minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) by wire transfer of immediately available funds to an the account or accounts designated in writing by the Paying Agent Seller Representative to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, Purchaser and (ii) the Seller Representative and the Parent Purchaser shall deliver joint written instructions to jointly instruct the Escrow Agent to cause release to the Sellers the remaining funds in the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders)Account, the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account funds, in accordance with the wire transfer instructions designated in writing by the Paying Agent Seller Representative to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent. (b) Agent. If the Final Merger Consideration Closing Purchase Price is equal to or less than the Estimated Closing Merger ConsiderationPurchase Price (such shortfall amount, if any, the Parent and "Shortfall Amount"), promptly after the Seller Representative (on behalf of date the Securityholders) shall promptly Final Closing Purchase Price is finally determined pursuant to Section 2.2 (but in any event within two (2) 3 Business Days), (x) deliver a joint written instruction to the Seller Representative and the Purchaser shall jointly instruct the Escrow Agent to pay to the Parent Purchaser an amount equal to the absolute value lesser of such difference, if any (1) the “funds in the Escrow Account and (2) the Shortfall Amount”), by wire transfer of immediately available funds to one (1) or more accounts designated in writing by the Parent Purchaser to the Seller Representative. The Shortfall Amount shall be paid solely from Escrow Agent and (y) to the funds available in the Escrow Account. In the event extent that the funds available any balance in the Escrow Account are in excess of will remain after such payment to the Indemnity Escrow Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder, the “Escrow Excess Amount”)Purchaser, the Seller Representative and the Parent shall, Purchaser shall (simultaneously with the delivery of the instructions described instruction in the first sentence of this Section 1.12(bclause (x), deliver joint written instructions to ) jointly instruct the Escrow Agent to pay to (i) the Paying Agent (for distribution Sellers the amount remaining in the Escrow Account, to the Common Stockholders), the Stockholder Percentage of the Escrow Excess Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by the Paying Agent Seller Representative to the Parent and Escrow Agent. Neither the Seller Representative, and the Paying Agent Sellers nor any other Person shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent and the Seller Representative. The Securityholders and the Seller Representative shall not have any liability for any amounts due to the Purchaser pursuant to Section 1.11 2.2 or this Section 1.122.3 in excess of the Escrow Amount, except to and the extent Purchaser's sole source of recourse and recovery for any such amounts due shall be the funds available in the Escrow Account. (b) The funds available in the Escrow Account may be distributed to the Purchaser and/or the Sellers solely and exclusively in accordance with Section 2.3(a) and the terms of the Escrow Agreement and shall not be available for any other payment to the Purchaser or any of its Affiliates. All title and all rights to all remaining funds in the Escrow Account shall automatically transfer to the Sellers (i) immediately after the payments made to the Purchaser under Section 2.3(a), if the Final Closing Purchase Price is less than the Estimated Closing Purchase Price, or (ii) immediately upon the final determination of the Final Closing Purchase Price, if the Final Closing Purchase Price is greater than or equal to the Estimated Closing Purchase Price, in each case in accordance with the terms of the Escrow Agreement. (c) Any amount paid under this Section 2.3 shall be treated as an adjustment to the Estimated Closing Purchase Price for Tax purposes and, except to the extent required by applicable Laws, the Parties agree not to take any position inconsistent with such treatment on any Tax Return.

Post-Closing Adjustment Payment. (a) If Buyer, based on the Final Merger Consideration Closing Date Balance Sheet, shall provide to the Stockholder Representative, within thirty (30) days after Closing, (i) a copy of the Closing Date Balance Sheet accompanied by the unqualified report of Buyer's accountant as provided in Section 2.9(b), and (ii) a copy of Buyer's independent accountants' calculation of (A) the actual Closing Net Worth Adjustment ("Actual Net Worth Adjustment"); (B) the amount, if any, by which the Estimated Net Worth Adjustment is less than the Actual Net Worth Adjustment (an "Adjustment in Favor of Stockholders"); and (C) the amount, if any, by which the Estimated Net Worth Adjustment is greater than the Actual Net Worth Adjustment (an "Adjustment in Favor of Buyer") (such materials, the "Buyer Adjustment Notice"). (b) Buyer, at the Stockholder Representative's request, shall allow the Stockholder Representative and his or her representatives access at all reasonable times to the Surviving Corporation's and Buyer's accountants, personnel, properties, books and records, work papers, schedules and calculations relating to the Closing Merger ConsiderationDate Balance Sheet and the Actual Net Worth Adjustment for the purpose of reviewing the Buyer Adjustment Notice and the Closing Date Balance Sheet and confirming the accuracy of the preparation thereof. In the event that the Stockholder Representative provides notice ("Stockholder Objection Notice") to Buyer no later than thirty (30) days after receipt of the Buyer Adjustment Notice that the Stockholders dispute Buyer's independent accountants' determination of the Actual Net Worth Adjustment, (i) the Parent Adjustment in Favor of Stockholders or the Adjustment in Favor of Buyer determined in accordance with Section 2.10(a), the Stockholder Representative and Buyer shall promptly then meet and negotiate in good faith to resolve such dispute, such negotiation to begin as soon as practicable (but in any event within two case, no later than thirty (230) Business Days following the final determination days) after Buyer's receipt of the Final Stockholder Objection Notice. (c) In the event that Buyer and the Stockholder Representative are not able to resolve such dispute within forty-five (45) days after the date on which the Stockholder Representative provides Buyer with the Stockholder Objection Notice, then either the Stockholder Representative or Buyer may refer the issues in dispute to a neutral mutually acceptable independent accounting firm of national reputation with which no party hereto has had a preexisting relationship for resolution (the "Referee"). The decision of such issues by the Referee shall be final and binding on all Merger ConsiderationParties. The Merger Parties shall submit their positions on the dispute to the Referee within thirty (30) days after referral, and shall direct the Referee to decide the dispute within fifteen (15) days after submission to it. The fees and expenses of the Referee shall be paid one-half by Buyer and one-half by the funds on deposit in the Adjustment Escrow Account. Buyer and the Stockholder Representative shall direct the Referee to promptly provide invoices of all such fees and expenses directly to the Stockholder Representative, the Escrow Agent and Buyer. As soon as possible following Escrow Agent's receipt of the Referee's invoice, Escrow Agent shall distribute one-half of the invoice amount from the funds on deposit in the Adjustment Escrow Account in accordance with the wire transfer instructions set forth in such invoice. The Escrow Agent shall have no responsibility to verify the accuracy of any information contained in such invoice, nor shall the Escrow Agent incur any liability for acting in accordance with such invoice. (d) On the applicable date referred to in Section 2.10(f), either (i) Buyer shall pay to the Stockholders (Apro rata in accordance with their respective ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time and subject, for each Stockholder, to the Stockholder's compliance with the exchange procedures contemplated by Section 2.7(f)) the Paying Agent amount of any Adjustment in Favor of Stockholders, or (for distribution ii) any Adjustment in Favor of Buyer shall be distributed to Buyer from the funds on deposit in the Adjustment Escrow Account in accordance with the terms and conditions of Section 2.11(b). Any such payment is hereinafter referred to as the "Final Payment." Any Final Payment shall include simple interest at the rate of 6% per annum from the Closing Date to the Common Stockholders), date of payment and the Stockholder Percentage amount specified on the instruction directing the distribution of the Adjustment in Favor of Buyer shall include such interest. (e) In no event shall the amount equal to payable under this Section 2.10 in respect of any Adjustment in Favor of Buyer exceed the amount then held in the Adjustment Escrow Account. (xf) such difference, minus (y) any fees, expenses and any portion thereof that would Any Final Payment shall be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) made by wire transfer of immediately available funds within three (3) Business Days after its final determination in accordance with this Section 2.10 to an account designated in writing account(s) specified by Buyer and Stockholder Representative to receive the Paying Agent Final Payment; provided, however, that Buyer shall not be required to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Positive Adjustment Difference make any payment by wire transfer of in an amount less than Five Hundred Thousand Dollars ($500,000) and may issue checks written against immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner lieu of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parentpayments. (b) If the Final Merger Consideration is equal to or less than the Closing Merger Consideration, the Parent and the Seller Representative (on behalf of the Securityholders) shall promptly (but in any event within two (2) Business Days) deliver a joint written instruction to the Escrow Agent to pay to the Parent the absolute value of such difference, if any (the “Shortfall Amount”), by wire transfer of immediately available funds to one (1) or more accounts designated by the Parent to the Seller Representative. The Shortfall Amount shall be paid solely from the funds available in the Escrow Account. In the event that the funds available in the Escrow Account are in excess of the Indemnity Escrow Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder, the “Escrow Excess Amount”), the Seller Representative and the Parent shall, simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b), deliver joint written instructions to the Escrow Agent to pay to (i) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Escrow Excess Amount, by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent and the Seller Representative, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent and the Seller Representative. The Securityholders and the Seller Representative shall not have any liability for any amounts due pursuant to Section 1.11 or this Section 1.12, except to the extent of the funds available in the Escrow Account.

Post-Closing Adjustment Payment. (a) If the Final Merger Closing Aggregate Consideration is greater than or equal to the Closing Merger Aggregate Consideration, (i) the Parent Purchaser shall promptly (but in any event within two three (23) Business Days following of the final determination of the Final Merger Closing Aggregate Consideration) pay to (A) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of Seller the amount equal to (x) of such differenceexcess, minus (y) any feesif any, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) by wire transfer of immediately available funds to an the account designated in writing by Seller to Purchaser; and (ii) Seller and Purchaser shall promptly (but in any event within three (3) Business Days of the Paying determination of the Final Closing Aggregate Consideration) jointly instruct the Escrow Agent to release to Seller the Parentfunds in the Purchase Price Adjustment Escrow Account, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account funds, in accordance with the wire transfer instructions designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause Agent. If the Final Closing Aggregate Consideration is less than the Closing Aggregate Consideration (the absolute value of such difference, the “Shortfall Amount”), (x) Seller and Purchaser shall promptly (but in any event within three (3) Business Days of the determination of the Final Closing Aggregate Consideration) jointly instruct the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of Purchaser from the Purchase Price Adjustment Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Shortfall Amount by wire transfer of immediately available funds to an account one or more accounts designated in writing by the Paying Agent Purchaser to the Parent, and the Paying Agent shall promptly distribute Escrow Agent; provided that to the Warrantholder such amount and extent the Shortfall Amount is (zA) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of less than the Purchase Price Adjustment Escrow Amount (less any fees, expenses and any portion thereof that would be due balance in the Purchase Price Adjustment Escrow Account will remain after such payment to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by Purchaser from the Surviving Company to the Parent. (b) If the Final Merger Consideration is equal to or less than the Closing Merger ConsiderationPurchase Price Adjustment Escrow Account, the Parent Seller and the Seller Representative (on behalf of the Securityholders) Purchaser shall promptly (but in any event within two three (23) Business DaysDays of the determination of the Final Closing Aggregate Consideration and simultaneously with the instruction in clause (x)) deliver a joint written instruction to jointly instruct the Escrow Agent to pay to Seller the Parent amount remaining in the absolute value of such differencePurchase Price Adjustment Escrow Account, if any (to the “Shortfall Amount”), by wire transfer of immediately available funds to one (1) account or more accounts designated in writing by the Parent to the Seller Representative. The Shortfall Amount shall be paid solely from the funds available in the Escrow Account. In the event that the funds available in the Escrow Account are in excess of the Indemnity Escrow Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder, the “Escrow Excess Amount”), the Seller Representative and the Parent shall, simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b), deliver joint written instructions to the Escrow Agent to Agent; and (B) greater than the Purchase Price Adjustment Escrow Amount, then Seller shall promptly (but in any event within three (3) Business Days of the determination of the Final Closing Aggregate Consideration) pay to (i) Purchaser the Paying Agent (for distribution to difference between the Common Stockholders), Shortfall Amount and the Stockholder Percentage of the Purchase Price Adjustment Escrow Excess Amount, by wire transfer of immediately available funds to an the account designated in writing by Purchaser to Seller. (b) The funds available in the Paying Agent Purchase Price Adjustment Escrow Account may be distributed to Purchaser and/or Seller solely and exclusively in accordance with Section 2.3(a) and the terms of the Escrow Agreement applicable to the Parent Purchase Price Adjustment Escrow Account and shall not be available for any other payment to Purchaser or any of its Affiliates. All title and all rights to all remaining funds in the Purchase Price Adjustment Escrow Account shall automatically transfer to the Seller Representative(i) immediately after the payments made to Purchaser under Section 2.3(a), and if the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereofFinal Closing Aggregate Consideration is less than the Closing Aggregate Consideration, or (ii) immediately upon the Paying Agent (for distribution final determination of the Final Closing Aggregate Consideration, if the Final Closing Aggregate Consideration is greater than or equal to the Warrantholder)Closing Aggregate Consideration, the Warrantholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders of Options each case in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to Agreement. (c) The parties agree that any amount paid under this Section 2.3 shall be treated as an account designated in writing by the Surviving Company adjustment to the Parent Final Closing Aggregate Consideration for Tax purposes and, subject to the outcome of a Tax Contest and the Seller Representative. The Securityholders provisions of Section 10.5 and the Seller Representative shall Section 10.7, agree not have to take any liability for position inconsistent with such treatment on any amounts due pursuant to Section 1.11 or this Section 1.12, except to the extent of the funds available in the Escrow AccountTax Return.

Post-Closing Adjustment Payment. (a) If the Final Merger Closing Aggregate Consideration is greater than or equal to the Closing Merger Aggregate Consideration, (i) the Parent Purchaser shall promptly (but in any event within two three (23) Business Days following of the final determination of the Final Merger Closing Aggregate Consideration) pay pay, or cause to (A) be paid, to the Paying Agent Equityholder Representative (for distribution to the Common Stockholders), the Stockholder Percentage benefit of the amount equal to (xEquityholders) such difference, minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii1.11(b) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent. (b) If the Final Merger Consideration is equal to or less than the Closing Merger Consideration, the Parent and the Seller Representative (on behalf of the Securityholders) shall promptly (but in any event within two (2) Business Days) deliver a joint written instruction to the Escrow Agent to pay to the Parent the absolute value of such differenceexcess, if any (the “Shortfall Amount”)any, by wire transfer of immediately available funds to one (1) or more accounts the account designated in writing by the Parent Equityholder Representative to Purchaser, and (ii) the Equityholder Representative and Purchaser shall promptly (but in any event within three (3) Business Days of the determination of the Final Closing Aggregate Consideration) jointly instruct the Escrow Agent to release to the Seller Representative. The Shortfall Amount shall be paid solely from Equityholders in accordance with Section 1.11(b) the remaining funds available in the Purchase Price Adjustment Escrow Account. In , by wire transfer of immediately available funds, in accordance with the event that wire transfer instructions designated in writing by the funds available in Equityholder Representative to the Escrow Account are Agent. If the Final Closing Aggregate Consideration is less than the Closing Aggregate Consideration, (x) the Equityholder Representative and Purchaser shall promptly (but in excess any event within three (3) Business Days of the Indemnity Escrow Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder, the “Escrow Excess Amount”), the Seller Representative and the Parent shall, simultaneously with the delivery determination of the instructions described in the first sentence of this Section 1.12(b), deliver joint written instructions to Final Closing Aggregate Consideration) jointly instruct the Escrow Agent to pay to (i) Purchaser from the Paying Agent (for distribution to Purchase Price Adjustment Escrow Amount the Common Stockholders), the Stockholder Percentage absolute value of the Escrow Excess Amount, such difference by wire transfer of immediately available funds to an one or more accounts designated in writing by Purchaser to the Escrow Agent; provided that (A) to the extent the absolute value of such difference exceeds the Purchase Price Adjustment Escrow Amount (the amount of such excess, the "Shortfall Amount"), Purchaser and the Equityholder Representative shall promptly (but in any event within three (3) Business Days of the determination of the Final Closing Aggregate Consideration and simultaneously with the instruction in clause (x)) jointly instruct the Escrow Agent to pay to Purchaser the Shortfall Amount from the Indemnity Escrow Account simultaneously with the payment to Purchaser from the Purchase Price Adjustment Escrow Account and (B) to the extent that the absolute value of such difference is less than the Purchase Price Adjustment Escrow Amount and any balance in the Purchase Price Adjustment Escrow Account will remain after such payment to Purchaser from the Purchase Price Adjustment Escrow Account, the Equityholder Representative and Purchaser shall promptly (but in any event within three (3) Business Days of the determination of the Final Closing Aggregate Consideration and simultaneously with the instruction in clause (x)) jointly instruct the Escrow Agent to pay, to the Equityholders in accordance with Section 1.11(b), the amount remaining in the Purchase Price Adjustment Escrow Account, to the account or accounts designated in writing by the Paying Agent Equityholder Representative to the Parent and Escrow Agent. Neither the Seller Representative, and Equityholders nor the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent and the Seller Representative. The Securityholders and the Seller Equityholder Representative shall not have any liability for any amounts due pursuant to Section 1.11 2.2 or Section 2.3 in excess of the Escrow Amount, and Purchaser's sole source of recourse and recovery for such amounts due shall be the funds available in the Purchase Price Adjustment Escrow Account or the Indemnity Escrow Account, as applicable. (b) The funds available in the Purchase Price Adjustment Escrow Account may be distributed to Purchaser, the Equityholder Representative (for the benefit of the Equityholders) and/or the Equityholders solely and exclusively in accordance with Section 2.3(a) and the terms of the Escrow Agreement applicable to the Purchase Price Adjustment Escrow Account and shall not be available for any other payment to Purchaser or any of its Affiliates. All title and all rights to all remaining funds in the Purchase Price Adjustment Escrow Account shall automatically transfer to the Equityholders (i) immediately after the payments made to Purchaser under Section 2.3(a), if the Final Closing Aggregate Consideration is less than the Closing Aggregate Consideration, or (ii) immediately upon the final determination of the Final Closing Aggregate Consideration, if the Final Closing Aggregate Consideration is greater than or equal to the Closing Aggregate Consideration, in each case in accordance with the terms of the Escrow Agreement. (c) The parties agree that any amount paid under this Section 1.122.3 shall be treated as an adjustment to the Final Closing Aggregate Consideration for Tax purposes and, except to the extent of the funds available in the Escrow Accountrequired by applicable Laws, agree not to take any position inconsistent with such treatment on any Tax Return.

Post-Closing Adjustment Payment. (a) If Subject to Section 2.02(c), if the Final Merger Consideration is greater than the Closing Merger Consideration, (i) the Parent Purchaser shall promptly (but in any event within two five (2) Business Days following the final determination of the Final Merger Consideration) pay to (A) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the amount equal to (x) such difference, minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent. (b) If the Final Merger Consideration is equal to or less than the Closing Merger Consideration, the Parent and the Seller Representative (on behalf of the Securityholders) shall promptly (but in any event within two (25) Business Days) deliver a joint written instruction to the Escrow Agent to pay to the Parent Equityholders on a pro rata basis according to each Equityholder’s Residual Percentage the absolute value amount of such difference, if any (the “Shortfall Amount”)excess, by wire transfer of immediately available funds to one (1) the account or more accounts designated in writing by the Parent Stockholder Representative to the Seller RepresentativePurchaser. The Shortfall If the Final Merger Consideration is less than the Closing Merger Consideration, the Stockholder Representative and the Purchaser shall promptly (but in any event within five (5) Business Days) jointly instruct the Escrow Agent to pay on behalf of the Equityholders (on a pro rata basis according to each Equityholder’s Residual Percentage) to the Purchaser (i) first from the Working Capital Escrow Amount shall be paid solely from and (ii) second, to the extent the funds available in the Working Capital Escrow Account. In the event that the funds available in the Escrow Account Amount are in excess of insufficient for such purpose, from the Indemnity Escrow Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting StockholderAmount, the “Escrow Excess Amount”), the Seller Representative and the Parent shall, simultaneously with the delivery absolute value of the instructions described in the first sentence of this Section 1.12(b), deliver joint written instructions to the Escrow Agent to pay to (i) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Escrow Excess Amount, such difference by wire transfer of immediately available funds to an account one or more accounts designated in writing by the Paying Agent Purchaser to the Parent and the Seller Representative, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent and the Seller Representative. The Securityholders Equityholders and the Seller Stockholder Representative shall not have any liability for any amounts due pursuant to Section 1.11 or this Section 1.12Article II, except to and the extent Purchaser’s sole source of recourse and recovery for such amounts due shall be the funds available in the Escrow Account, as set forth in the immediately preceding sentence. (b) The Working Capital Escrow Amount may be distributed from the Escrow Account solely and exclusively to the Purchaser and/or the Equityholders in accordance with Section 2.02(a) and shall not be available for any other payment to Purchaser or any of its Affiliates. All title and all rights to the Working Capital Escrow Amount shall automatically transfer to the Equityholders (i) immediately after the payments made to Purchaser under Section 2.02(a), if the Final Merger Consideration is less than the Closing Merger Consideration, or (ii) immediately upon the final determination of the Final Merger Consideration, if the Final Merger Consideration is greater than or equal to the Closing Merger Consideration, in accordance with the terms of the Escrow Agreement. (c) Pursuant to Section 1.04, any payments to the Stockholders under this Section 2.02 shall be paid by the Escrow Agent and/or Purchaser, as applicable, and any payments to the Optionholders under this Section 2.02 shall be paid by the Escrow Agent and/or Purchaser to the Stockholder Representative, in accordance with Section 1.05(b).

Post-Closing Adjustment Payment. (a) If The post-closing adjustment shall be an amount equal to the Final Merger Consideration is greater than minus the Estimated Merger Consideration (the “Post-Closing Merger ConsiderationAdjustment”), as finally determined pursuant to Section 2.14(e), if applicable. (i) If the Parent shall promptly (but in any event within two (2) Business Days following Post-Closing Adjustment is a negative number after the final determination of the Final Merger ConsiderationPost-Closing Adjustment (including any Review Period and/or Resolution Period as may be required pursuant to Section 2.14(e) pay below), then Parent and the Stockholder Representative shall, within three (3) Business Days after the final determination of the Post-Closing Adjustment (including any Review Period and/or Resolution Period as may be required pursuant to Section 2.14(e) below), instruct the Escrow Agent to distribute the entire amount of funds contained in the Adjustment Escrow Account by wire transfer of immediately available funds, as follows: (A) to Parent, the lesser of the absolute value of the Post-Closing Adjustment and the entire amount of funds contained in the Adjustment Escrow Account at such time, and (B) to the Paying Agent, the remaining funds (if any) in the Adjustment Escrow Account following the payment set forth in the preceding clause (A), which funds will be distributed to the Company Securityholders. (ii) If the Post-Closing Adjustment is a positive number, then within three (3) Business Days of the final determination of the Post-Closing Adjustment (including any Review Period and/or Resolution Period as may be required pursuant to Section 2.14(e) below), (A) Parent will pay to the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the an amount equal to the Post-Closing Adjustment by wire transfer of immediately available funds, and (xB) such differenceParent and the Stockholder Representative shall, minus within three (y3) Business Days after the final determination of the Post-Closing Adjustment (including any feesReview Period and/or Resolution Period as may be required pursuant to Section 2.14(e) below), expenses and any portion thereof that would be due instruct the Escrow Agent to a Dissenting Stockholder (such amount, distribute the “Positive entire amount of funds contained in the Adjustment Difference”) Escrow Account by wire transfer of immediately available funds to an account designated the Paying Agent. The amounts in writing clauses (A) and (B) of the preceding sentence shall be added to the Payment Fund to be distributed by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the ParentSecurityholders. (biii) If Any payments made pursuant to this Section 2.14(d) shall be treated as an adjustment to the Final Merger Consideration is equal to or less than the Closing Merger Consideration, the Parent and the Seller Representative (on behalf of the Securityholders) shall promptly (but in any event within two (2) Business Days) deliver a joint written instruction to the Escrow Agent to pay to the Parent the absolute value of such difference, if any (the “Shortfall Amount”), by wire transfer of immediately available funds to one (1) or more accounts designated by the Parent to the Seller Representative. The Shortfall Amount shall be paid solely from the funds available in the Escrow Account. In the event that the funds available in the Escrow Account are in excess of the Indemnity Escrow Amount (such excess less any feesparties for Tax purposes, expenses and any portion thereof that would be due to any Dissenting Stockholder, the “Escrow Excess Amount”), the Seller Representative and the Parent shall, simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b), deliver joint written instructions to the Escrow Agent to pay to (i) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Escrow Excess Amount, unless otherwise required by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent and the Seller Representative, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent and the Seller Representative. The Securityholders and the Seller Representative shall not have any liability for any amounts due pursuant to Section 1.11 or this Section 1.12, except to the extent of the funds available in the Escrow AccountLaw.

Post-Closing Adjustment Payment. (a) 1.4.1. If the Final Merger Consideration Net Adjustment Amount as finally determined pursuant to SECTION 1.3 above is greater than a positive number, then the Closing Merger Consideration, (i) the Parent Buyer shall promptly (but in any event within two five (25) Business Days following the final determination of the Final Merger Considerationbusiness days) pay to (A) the Paying Agent (for distribution deliver to the Common Stockholders), Parent the Stockholder Percentage of the amount equal to (x) such difference, minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Net Adjustment Difference”) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account or accounts designated in writing by the Paying Agent to the Parent, together with interest thereon from the Closing Date to the date of actual payment at a variable rate equal to the prime rate (as reported in the WALL STREET JOURNAL "MONEY RATES") from and including the Closing Date to, but not including, the date of payment (the "NET ADJUSTMENT INTEREST AMOUNT"). If the Net Adjustment Amount as finally determined pursuant to SECTION 1.3 above is a negative number, then the Buyer, at its option, shall be entitled to cash contained in the Escrow Account to the extent of the absolute value of the Net Adjustment Amount (or any portion thereof), together with the Net Adjustment Interest Amount. In the event the Buyer elects to have only a portion or none of the absolute value of the Net Adjustment Amount, together with the Net Adjustment Interest Amount, satisfied by the Escrow Account or if the absolute value of the Net Adjustment Amount, together with the Net Adjustment Interest Amount, exceeds the amount in the Escrow Fund, then the Parent shall, and the Paying Agent Lenders shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent. (b) If the Final Merger Consideration is equal to or less than the Closing Merger Consideration, cause the Parent and the Seller Representative (on behalf of the Securityholders) shall to, promptly (but in any event within two five (25) Business Daysbusiness days) deliver a joint written instruction to the Escrow Agent to pay to the Parent Buyer, to the extent of any amounts that the Buyer does not elect to have paid from the Escrow Account, the absolute value of such difference, if any (the “Shortfall Amount”), Net Adjustment Amount by wire transfer of immediately available funds to one (1) or more accounts designated by the Parent to the Seller Representative. The Shortfall Amount shall be paid solely from the funds available in the Escrow Account. In the event that the funds available in the Escrow Account are in excess of the Indemnity Escrow Amount (such excess less any feesBuyer, expenses and any portion thereof that would be due to any Dissenting Stockholder, the “Escrow Excess Amount”), the Seller Representative and the Parent shall, simultaneously together with the delivery of the instructions described in the first sentence of this Section 1.12(b), deliver joint written instructions to the Escrow Agent to pay to (i) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Escrow Excess Net Adjustment Interest Amount, by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent and the Seller Representative, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent and the Seller Representative. The Securityholders and the Seller Representative shall not have any liability for any amounts due pursuant to Section 1.11 or this Section 1.12, except to the extent of any amounts that the funds available in Buyer does not elect to have paid from the Escrow Account. 1.4.2. The Closing Payment as adjusted, if at all, by this SECTION 1.4 shall be referred to herein as the "FINAL PURCHASE PRICE. "

Post-Closing Adjustment Payment. (ai) If the Final Merger Consideration Cash Purchase Price is greater than the Closing Merger ConsiderationEstimated Cash Purchase Price, (i) the Parent Purchaser shall promptly (but in any event within two five (25) Business Days following after the final determination of the Final Merger ConsiderationCash Purchase Price in accordance with Section 1.05(b)) pay deliver to the Sellers Representatives (Aon behalf of the Sellers in accordance with their respective Allocation Percentages) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage amount of the amount equal to (x) such difference, minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) excess by wire transfer of immediately available funds to an account or accounts designated in writing by the Paying Agent Sellers Representatives. Immediately following payment of any amounts determined pursuant to Section 1.05(b) and this Section 1.05(d)(i) to be owing to the Parent, and Sellers Representatives (on behalf of the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution to the WarrantholderSellers in accordance with their respective Allocation Percentages), the Warrantholder Percentage Sellers Representatives and the Purchaser shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to pay to the Sellers Representatives (on behalf of the Positive Adjustment Difference Sellers in accordance with their respective Allocation Percentages) all remaining funds in the Working Capital Escrow Account, in accordance with the terms of the Escrow Agreement. (ii) If the Final Cash Purchase Price is less than the Estimated Cash Purchase Price, the Sellers Representatives and the Purchaser shall promptly (but in any event within five (5) Business Days after the determination of the Final Cash Purchase Price in accordance with Section 1.05(b)) deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to pay from the Working Capital Escrow Account (and, if the funds in the Working Capital Escrow Account are insufficient to cover such shortfall, then also from the Indemnity Escrow Account) to an account or accounts designed by the Purchaser the amount of such shortfall by wire transfer of immediately available funds to an account or accounts designated in writing by the Paying Agent Purchaser. Immediately following payment of any amounts determined pursuant to Section 1.05(b) and this Section 1.05(d)(ii) to be owing to the ParentPurchaser, the Sellers Representatives and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent Purchaser shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent. (b) If the Final Merger Consideration is equal to or less than the Closing Merger Consideration, the Parent and the Seller Representative (on behalf of the Securityholders) shall promptly (but in any event within two (2) Business Days) deliver a joint written instruction to instructing the Escrow Agent to pay to the Parent Sellers Representatives (on behalf of the absolute value of such difference, Sellers in accordance with their respective Allocation Percentages) all remaining funds (if any (the “Shortfall Amount”), by wire transfer of immediately available funds to one (1any) or more accounts designated by the Parent to the Seller Representative. The Shortfall Amount shall be paid solely from the funds available in the Working Capital Escrow Account. In the event that the funds available in the Escrow Account are in excess of the Indemnity Escrow Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder, the “Escrow Excess Amount”), the Seller Representative and the Parent shall, simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b), deliver joint written instructions to the Escrow Agent to pay to (i) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Escrow Excess Amount, by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent and the Seller Representative, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer Agreement. The Working Capital Escrow Account and the Indemnity Escrow Account shall be the Purchaser’s sole recourse with respect to, and the exclusive source of immediately available funds for, any payments required to an account designated in writing be made by the Surviving Company to Sellers or the Parent and the Seller Representative. The Securityholders and the Seller Representative shall not have any liability for any amounts due Sellers Representatives pursuant to Section 1.11 or 1.05(b) and this Section 1.12, except to the extent of the funds available in the Escrow Account1.05(d).

Post-Closing Adjustment Payment. (a) If the Final Merger Cash Consideration is greater than the Closing Merger Cash Consideration, (i) the Parent shall promptly (but in any event within two (2) Business Days following the final determination of the Final Merger ConsiderationDays) pay to (A) the Paying Agent Representative (for distribution to the Common StockholdersShareholders in accordance with the updated payment schedule as contemplated by Section 1.14) the Common Shareholder Percentage, with respect to each holder of Common Stock that has previously delivered a duly executed Letter of Transmittal (together with a duly endorsed certificate representing the shares of Common Stock owned by such Person), the Stockholder Percentage of the amount equal to (x) of such difference, minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) difference by wire transfer of immediately available funds to an account designated in writing by the Paying Agent Representative to the Parent, Parent and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including holders of the timing and manner of paymentIn-the-Money Options pursuant to Section 1.03(b)) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference amount of such difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the ParentCompany. (b) If the Final Merger Cash Consideration is equal to or less than the Closing Merger Cash Consideration, the Parent and the Seller Representative (on behalf of the Securityholders) shall promptly (but in any event within two (2) Business Days) deliver a joint written instruction to the Escrow Agent to pay to the Parent out of the funds held in the Adjustment Escrow Account, the absolute value of such difference, if any (the “Shortfall Amount”), difference by wire transfer of immediately available funds to one (1) or more accounts designated by the Parent to the Seller Representative. The Shortfall Amount shall be paid solely from the funds available in the Escrow Account. In the event that the funds available in the Adjustment Escrow Account are in excess of insufficient to make the Indemnity Escrow Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholderentire payment, the “Escrow Excess Amount”)Representative, on behalf of all Securityholders, shall promptly pay the Seller Representative and the Parent shall, simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b), deliver joint written instructions remaining amount to the Escrow Agent to pay to Parent. (ic) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Escrow Excess Amount, by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the The Parent and the Seller RepresentativeRepresentative shall make commercially reasonable efforts to comply with the timing requirements set forth in Section 1.08 hereof, but, in the absence of bad faith, neither Party shall be deemed to be in breach of this Agreement, or to have waived its rights hereunder, on the basis of not satisfying the timing requirements set forth therein. (d) Exhibit B sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by the Company in cooperation with the Parent setting forth the various line items used (or to be used) in, and illustrating as of the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution to the Warrantholder)date set forth therein, the Warrantholder Percentage calculation of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the ParentCash, Indebtedness and the Paying Agent shall promptly distribute to the Warrantholder such amount, Net Working Capital prepared and (iii) the Surviving Company (for distribution to holders of Options calculated in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent and the Seller Representative. The Securityholders and the Seller Representative shall not have any liability for any amounts due pursuant to Section 1.11 or this Section 1.12, except to the extent of the funds available in the Escrow AccountAgreement.

Post-Closing Adjustment Payment. (ai) If the Final Merger Consideration Cash Purchase Price is greater than the Closing Merger ConsiderationEstimated Cash Purchase Price, (i) the Parent Purchaser shall promptly (but in any event within two five (25) Business Days following after the final determination of the Final Merger ConsiderationCash Purchase Price in accordance with Section 1.05(b)) pay deliver to the Sellers Representative (Aon behalf of the Sellers in accordance with their respective Allocation Percentages) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage amount of the amount equal to (x) such difference, minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) excess by wire transfer of immediately available funds to an account or accounts designated in writing by the Paying Agent Sellers Representative. Immediately following payment of any amounts determined pursuant to Section 1.05(b) and this Section 1.05(c)(i) to be owing to the Parent, and Sellers Representative (on behalf of the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution to the WarrantholderSellers in accordance with their respective Allocation Percentages), the Warrantholder Percentage Sellers Representative and the Purchaser shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to pay to the Sellers Representative (on behalf of the Positive Adjustment Difference Sellers in accordance with their respective Allocation Percentages) all remaining funds in the Working Capital Escrow Account, in accordance with the terms of the Escrow Agreement. (ii) If the Final Cash Purchase Price is less than the Estimated Cash Purchase Price, the Sellers Representative and the Purchaser shall promptly (but in any event within five (5) Business Days after the determination of the Final Cash Purchase Price in accordance with Section 1.05(b)) deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to pay from the Working Capital Escrow Account (and, if the funds in the Working Capital Escrow Account are insufficient to cover such shortfall, then also from the Indemnity Escrow Account) to an account or accounts designed by the Purchaser the amount of such shortfall by wire transfer of immediately available funds to an account or accounts designated in writing by the Paying Agent Purchaser. Immediately following payment of any amounts determined pursuant to Section 1.05(b) and this Section 1.05(c)(ii) to be owing to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03)Purchaser, the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Sellers Representative and the Parent Purchaser shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent. (b) If the Final Merger Consideration is equal to or less than the Closing Merger Consideration, the Parent and the Seller Representative (on behalf of the Securityholders) shall promptly (but in any event within two (2) Business Days) deliver a joint written instruction to instructing the Escrow Agent to pay to the Parent Sellers Representative (on behalf of the absolute value of such difference, Sellers in accordance with their respective Allocation Percentages) all remaining funds (if any (the “Shortfall Amount”), by wire transfer of immediately available funds to one (1any) or more accounts designated by the Parent to the Seller Representative. The Shortfall Amount shall be paid solely from the funds available in the Working Capital Escrow Account. In the event that the funds available in the Escrow Account are in excess of the Indemnity Escrow Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder, the “Escrow Excess Amount”), the Seller Representative and the Parent shall, simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b), deliver joint written instructions to the Escrow Agent to pay to (i) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Escrow Excess Amount, by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent and the Seller Representative, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer Agreement. The Working Capital Escrow Account and the Indemnity Escrow Account shall be the Purchaser's sole recourse with respect to, and the exclusive source of immediately available funds for, any payments required to an account designated in writing be made by the Surviving Company to Sellers or the Parent and the Seller Representative. The Securityholders and the Seller Sellers Representative shall not have any liability for any amounts due pursuant to Section 1.11 or 1.05(b) and this Section 1.12, except to the extent of the funds available in the Escrow Account1.05(c).

Post-Closing Adjustment Payment. (a) If the Final Merger Consideration is greater than the Closing Merger Consideration, (i) the Parent shall promptly (but in any event within two three (23) Business Days following the final determination of the Final Merger Consideration) pay an aggregate positive amount in cash equal to the Adjustment Holdback Amount plus the difference between the Final Merger Consideration and the Closing Merger Consideration (such aggregate positive amount, the “Excess Consideration Amount”) in two simultaneous installments, consisting of (A) a payment to the Paying Exchange Agent (for distribution to the Common Stockholders), ) equal to the Stockholder Percentage of the amount equal to (x) such difference, minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) Excess Consideration Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Exchange Agent to the Parent, except that any such amount payable with respect to Dissenting Shares shall be retained by the Parent and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution a payment to the Warrantholder), the Warrantholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including holders of the timing and manner of paymentIn-the-Money Options) of Section 1.03), equal to the Optionholder Percentage of the Positive Adjustment Difference Excess Consideration Amount by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent. Any amounts paid to the Exchange Agent under this subsection shall be distributed, and subject to Section 1.04, to each Securityholder entitled to Additional Merger Consideration under Section 1.02 or Section 1.03 in accordance with each such Securityholder’s Pro Rata Share of the entire Excess Consideration Amount. (iib) If the Seller Representative Final Merger Consideration is less than or equal to the Closing Merger Consideration, Parent shall promptly (but in any event within three (3) Business Days following the final determination of the Final Merger Consideration) pay an aggregate positive amount, if any, equal to the Adjustment Holdback Amount minus the difference (expressed as a positive number) between the Closing Merger Consideration and the Parent shall deliver joint written instructions Final Merger Consideration (the “Shortfall Return Amount”) in two simultaneous installments, consisting of (i) a payment to the Escrow Agent Securityholder Representative equal to cause the Escrow Agent to pay to Stockholder Percentage of the Shortfall Return Amount (x) and the Paying Securityholder Representative shall deposit such amount with the Exchange Agent (for distribution to the benefit of the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent which shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution except that any amounts payable with respect to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent Dissenting Shares shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent. (b) If the Final Merger Consideration is equal to or less than the Closing Merger Consideration, the Parent and the Seller Representative (on behalf of the Securityholders) shall promptly (but in any event within two (2) Business Days) deliver a joint written instruction to the Escrow Agent to pay paid to the Parent the absolute value instead of such difference, if any (the “Shortfall Amount”), by wire transfer of immediately available funds to one (1) or more accounts designated by the Parent to the Seller Representative. The Shortfall Amount shall be paid solely from the funds available in the Escrow Account. In the event that the funds available in the Escrow Account are in excess of the Indemnity Escrow Amount (such excess less any fees, expenses Exchange Agent) and any portion thereof that would be due to any Dissenting Stockholder, the “Escrow Excess Amount”), the Seller Representative and the Parent shall, simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b), deliver joint written instructions to the Escrow Agent to pay to (i) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Escrow Excess Amount, by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent and the Seller Representative, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution a payment to the Warrantholder), the Warrantholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of paymentIn-the-Money Options) of Section 1.03) equal to the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent and the Seller RepresentativeShortfall Return Amount. The Securityholders and the Seller Representative shall not have any liability for any amounts due to the Parent pursuant to Section 1.11 or this Section 1.12, 1.10(b) except to the extent of the funds available included in the Escrow AccountAdjustment Holdback Amount. Any amounts paid to the Exchange Agent under this subsection shall be distributed, subject to Section 1.04, to each Securityholder entitled to Additional Merger Consideration under Section 1.02 or Section 1.03 in accordance with each such Securityholder’s Pro Rata Share of the entire Shortfall Return Amount.

Post-Closing Adjustment Payment. (a) If the Final Merger Cash Consideration is greater than the Closing Merger Cash Consideration, (i) the Parent shall promptly (but in any event within two five (25) Business Days following the final determination of the Final Merger Cash Consideration) pay to (A) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Payments Administrator an amount equal to such difference (x) such differencethe "Excess Amount"), minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) by wire transfer of immediately available funds to an the account designated in writing by the Paying Agent to Payments Administrator for the Parent, benefit of the Securityholders and the Paying Agent Payments Administrator shall promptly distribute to each Common Stockholder Securityholder its applicable pro rata portion thereofthereof based on its Pro Rata Percentage; provided that, (B) the Paying Agent (for distribution with respect to the Warrantholder)any holder of a Cash-Out Option or MIP Participant, the Warrantholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds Parent shall pay to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage such holder of the Positive Adjustment Difference Cash-Out Options or MIP Participant) such holder's or participant's pro rata portion of the Excess Amount, by wire transfer of immediately available funds to an account designated in writing by the Surviving Company Company, in lieu of including such amount in its payment to the Parent, Payments Administrator pursuant to clause (i) above; and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (xthe Payments Administrator the funds in the Purchase Price Adjustment Escrow Account for the benefit of the Securityholders, and the Payments Administrator shall distribute to each Securityholder its pro rata portion thereof based on its Pro Rata Percentage. In no event shall the amount paid by Parent pursuant to this Section 1.10(a) the Paying Agent (for distribution be greater than an amount equal to the Common Stockholders), the Stockholder Percentage sum of the Purchase Price Adjustment Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereofamount, (y) if any, remaining in the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage Indemnification Escrow Account as of the Purchase Price Escrow Amount by wire transfer date of immediately available funds any payment pursuant to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of this Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent1.10. (b) If the Final Merger Cash Consideration is equal to or less than the Closing Merger Cash Consideration, the Parent and the Seller Representative (on behalf of the Securityholders) shall promptly (but in any event within two five (25) Business Days) deliver a joint written instruction to the Escrow Agent to pay to the Parent the absolute value of such difference, if any difference (the “"Shortfall Amount”), ") by wire transfer of immediately available funds to one (1) or more accounts designated by the Parent to the Seller Representative. The instructions to the Escrow Agent shall provide that the Shortfall Amount shall be paid solely (i) first, from the funds available in the Purchase Price Adjustment Escrow Account and (ii) second, if the Shortfall Amount exceeds the funds available in the Purchase Price Adjustment Escrow Account, from the funds available in the Indemnification Escrow Account. In the event that the funds available in the Purchase Price Adjustment Escrow Account are in excess of the Indemnity Escrow Shortfall Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholderexcess, the “"Escrow Excess Amount”"), the Seller Representative and the Parent shall, shall simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b1.10(b), deliver joint written instructions to the Escrow Agent to pay to (i) the Paying Payments Administrator the Escrow Excess Amount for the benefit of the Securityholders, and the Payments Administrator shall distribute to each Securityholder its pro rata portion thereof based on its Pro Rata Percentage; provided that, with respect to any holder of a Cash-Out Option or MIP Participant, the Escrow Agent shall pay to the Surviving Company (for distribution to such holder of the Common Stockholders), the Stockholder Percentage Cash-Out Options or MIP Participant) such holder's or participant's pro rata portion of the Escrow Excess Amount, by wire transfer of immediately available funds to an account designated in writing by the Paying Surviving Company, in lieu of including such amount in its payment to the Payments Administrator. Absent fraud or willful misconduct, the Securityholders shall not have any liability for any amounts due pursuant to Section 1.09 or this Section 1.10 except to the extent of the funds available in the Purchase Price Adjustment Escrow Account and the Indemnification Escrow Account. (c) If the Final Cash Consideration is equal to the Closing Cash Consideration, the Representative and Parent shall promptly (but in any event within five (5) Business Days), deliver joint written instructions to the Escrow Agent to pay to the Parent and Payments Administrator the Seller Representativeentire Purchase Price Adjustment Escrow Amount for the benefit of the Securityholders, and the Paying Agent Payments Administrator shall promptly distribute to each Common Stockholder Securityholder its applicable pro rata portion thereofthereof based on its Pro Rata Percentage; provided that, (ii) the Paying Agent (for distribution with respect to the Warrantholder)any holder of a Cash-Out Option or MIP Participant, the Warrantholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute pay to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage such holder of the Cash-Out Options or MIP Participant) such holder's or participant's pro rata portion of the Purchase Price Adjustment Escrow Excess Amount Amount, by wire transfer of immediately available funds to an account designated in writing by the Surviving Company Company, in lieu of including such amount in its payment to the Parent and the Seller Representative. The Securityholders and the Seller Representative shall not have any liability for any amounts due pursuant to Section 1.11 or this Section 1.12, except to the extent of the funds available in the Escrow AccountPayments Administrator.

Post-Closing Adjustment Payment. (a) If the Final Merger Consideration is greater than the Closing Merger Consideration, (i) the Parent Buyer shall promptly (but in any event within two (2) Business Days following five business days after the final determination of the Final Merger ConsiderationConsideration pursuant to Section 2.11) pay to (A) the Paying Agent (for distribution deliver to the Common Stockholders), the Stockholder Percentage Representative (on behalf of the amount equal Stockholders and the Optionholders to (x) such difference, minus (ythe extent of each Person's Common Percentage) any fees, expenses and any portion thereof that would amounts determined pursuant to Section 2.11 to be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) from Buyer by wire transfer of immediately available funds to an account designated in writing by the Paying Agent Representative. The Representative shall promptly deliver such amounts to the Parent, Stockholders and the Paying Optionholders according to each Stockholder's and Optionholder's Common Percentage. In the event any amounts are due from the Stockholders and Optionholders pursuant to Section 2.11, within two business days after the final determination of the Final Consideration pursuant to Section 2.11, Buyer shall deliver to the Representative a written notice indicating Buyer's election either (i) to receive the amounts due to Buyer from the Stockholders and Optionholders directly or (ii) to have the Escrow Agent deliver to Buyer such amounts from the Escrow Amount. If Buyer elects to receive the amounts due to Buyer from the Stockholders and Optionholders directly, each Stockholder and Optionholder (to the extent of each Person's Common Percentage), shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) but in any event within five business days after the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage final determination of the Positive Adjustment Difference Final Consideration pursuant to Section 2.11) deliver to Buyer any amounts determined pursuant to Section 2.11 to be due from the Stockholders and the Optionholders by wire transfer of immediately available funds to an account designated by Buyer. If Buyer elects to receive the amounts due to Buyer from the Escrow Amount, the Representative (on behalf of the Stockholders and the Optionholders to the extent of each Person's Common Percentage) and Buyer shall promptly (but in writing by any event within five business days after the Paying final determination of the Final Consideration pursuant to Section 2.11) execute and deliver to the Escrow Agent a joint written instruction, instructing the Escrow Agent to disburse from the Parent, Escrow Amount any amounts determined pursuant to Section 2.11 to be due from the Stockholders and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the ParentBuyer. (b) If the Final Merger Consideration is equal to or less than the Closing Merger Consideration, the Parent and the Seller Representative (on behalf of the Securityholders) shall promptly (but in any event within two (2) Business Days) deliver a joint written instruction to the Escrow Agent to pay to the Parent the absolute value of such difference, if any (the “Shortfall Amount”), by wire transfer of immediately available funds to one (1) or more accounts designated by the Parent to the Seller Representative. The Shortfall Amount shall be paid solely from the funds available in the Escrow Account. In the event that the funds available in the Escrow Account are in excess of the Indemnity Escrow Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder, the “Escrow Excess Amount”), the Seller Representative and the Parent shall, simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b), deliver joint written instructions to the Escrow Agent to pay to (i) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Escrow Excess Amount, by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent and the Seller Representative, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent and the Seller Representative. The Securityholders and the Seller Representative shall not have any liability for any amounts due pursuant to Section 1.11 or this Section 1.12, except to the extent of the funds available in the Escrow Account.

Post-Closing Adjustment Payment. (a) If the Final Merger Consideration is greater than the Closing Merger Consideration, then (i) the Parent shall promptly (but in any event within two (2) Business Days following the final determination of the Final Merger Consideration) pay to (A) the Paying Agent (for distribution to the Common Stockholders), ) the Stockholder Paying Agent Percentage of the amount equal to of such difference (x) such difference, minus (y) less any fees, expenses fees and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”expenses) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, Parent and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Vested Options and Warrants in accordance with the terms (including the timing and manner of payment) of procedures set forth in Section 1.03), ) the Optionholder Surviving Company Percentage of the Purchase Price Escrow Amount amount of such difference (less any fees, expenses fees and any portion thereof that would be due to any Dissenting Stockholderexpenses) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company Company, and (ii) the Securityholder Representative and the Parent shall deliver a joint written instruction to the ParentEscrow Agent to release to the Paying Agent (for distribution to the Stockholders) the Paying Agent Percentage of the funds in the Adjustment Reserve Account and to the Surviving Company (for distribution to the holders of Vested Options and Warrants in accordance with the procedures set forth in Section 1.03) the Surviving Company Percentage of the funds in the Adjustment Reserve Account. (b) If the Final Merger Consideration is equal to or less than the Closing Merger Consideration, the Parent and the Seller Securityholder Representative (on behalf of the Securityholders) shall promptly (but in any event within two (2) Business Days) deliver a joint written instruction to the Escrow Agent to pay (i) to the Parent Parent, a portion of the Adjustment Reserve Account equal to the absolute value of such difference, if any (the “Shortfall Amount”) (or the full amount of the Adjustment Reserve Account if less than the Shortfall Amount), by wire transfer of immediately available funds from the Adjustment Reserve Account to one (1) or more accounts designated by the Parent Parent, (ii) to the Seller Representative. The Shortfall Amount shall be paid solely from Paying Agent, the Paying Agent Percentage of the funds available in the Escrow Adjustment Reserve Account. In , if any, remaining after the event that the funds available in the Escrow Account are in excess of the Indemnity Escrow Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder, the “Escrow Excess Amount”), the Seller Representative and the Parent shall, simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b), deliver joint written instructions to the Escrow Agent to pay to payment contemplated by item (i) the Paying Agent (for distribution to the Common Stockholders)) and (iii) to the Surviving Company, the Stockholder Surviving Company Percentage of the Escrow Excess Amountfunds in the Adjustment Reserve Account, if any, remaining after the payment contemplated by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent and the Seller Representative, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, item (iii) the Paying Agent (for distribution to the Warrantholderholders of Vested Options and Warrants in accordance with the procedures set forth in Section 1.03). To the extent that funds in the Adjustment Reserve Account are insufficient to pay the Shortfall Amount to the Parent, then the Parent may, at its sole election, recover the amount of any such shortfall either from the Escrow Account or the Special Escrow Account. The funds in the Adjustment Reserve Account, the Warrantholder Percentage Escrow Account and the Special Escrow Account shall be the sole and exclusive remedy available to the Parent for any Shortfall Amount. (c) All payments made pursuant to this Section 1.10 shall be treated as adjustments to the Merger Consideration for Tax purposes. Payments to the Securityholders pursuant to this Section 1.10 shall be made in accordance with their respective Pro Rata Shares of the Escrow Excess Amount by wire transfer aggregate amounts due (recognizing, for the avoidance of immediately available funds doubt, that the portion thereof attributable to an account designated in writing Capital Stock will be paid by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute portion thereof attributable to the Warrantholder such amount, Vested Options and (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing Warrants will be paid by the Surviving Company to the Parent and the Seller Representative. The Securityholders and the Seller Representative shall not have any liability for any amounts due pursuant to Section 1.11 or this Section 1.12, except to the extent of the funds available in the Escrow AccountCompany).

Post-Closing Adjustment Payment. (a) If the Final Merger Cash Consideration is greater than the Closing Merger Cash Consideration, (i) the Parent shall promptly (but in any event within two (2) Business Days following the final determination of the Final Merger Cash Consideration) pay to (A) the Paying Agent Representative (for distribution to the Common StockholdersPreferred Shareholders (in their capacity as such), the Stockholder Percentage of ) the amount equal to (x) of such difference, minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) difference by wire transfer of immediately available funds to an account designated in writing by the Paying Representative to the Parent and (ii) the Representative and the Parent shall promptly (but in any event within two (2) Business Days) deliver joint written instructions to the Escrow Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution pay to the Warrantholder), Representative the Warrantholder Percentage total amount of funds in the Positive Adjustment Difference Escrow Account by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to and (xiii) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent Representative shall promptly distribute to each Common Stockholder Preferred Shareholder its applicable pro rata portion thereof, of such amounts described in clauses (yi) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (zii) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of paymentthis Section 1.10(a) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parentbased on such Shareholder's Pro Rata Percentage. (b) If the Final Merger Cash Consideration is equal to or less than the Closing Merger Cash Consideration, the Parent and the Seller Representative (on behalf of the SecurityholdersPreferred Shareholders) shall promptly (but in any event within two (2) Business Days) deliver a joint written instruction instructions to the Escrow Agent to pay to the Parent from the Adjustment Escrow Account the absolute value of such difference, if any (the “Shortfall Amount”), difference by wire transfer of immediately available funds to one (1) or more accounts designated by the Parent to the Seller Representative. The Shortfall Amount shall be paid solely from the funds available in the Escrow Account. In the event that the funds available in the Escrow Account are in excess of the Indemnity Escrow Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder, the “Escrow Excess Amount”), the Seller Representative Preferred Shareholders and the Parent shall, simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b), deliver joint written instructions to the Escrow Agent to pay to (i) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Escrow Excess Amount, by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent and the Seller Representative, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent and the Seller Representative. The Securityholders and the Seller Representative shall not have any liability for any amounts due pursuant to Section 1.11 1.09 or this Section 1.12, 1.10 except to the extent of the funds available in the Adjustment Escrow Account. In the event that the funds available in the Adjustment Escrow Account are in excess of the adjustment payable to Parent pursuant to this Section 1.10(b), if any, the Representative and the Parent shall, in the joint written instructions described in the first sentence of this Section 1.10(b), instruct the Escrow Agent to pay to the Representative such excess amount for the benefit of the Preferred Shareholders and the Representative shall promptly distribute to each Preferred Shareholder its pro rata portion thereof based on its Pro Rata Percentage.

Post-Closing Adjustment Payment. (a) If the Final Merger Cash Consideration is greater than the Closing Merger ConsiderationCash Consideration (such difference, the “Excess Amount”), (i) the Parent Purchaser shall promptly (but in any event within two five (25) Business Days following the final determination of the Final Merger Cash Consideration) pay pay, or cause to (A) be paid, to Seller the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the amount equal to (x) such difference, minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent. (b) If the Final Merger Consideration is equal to or less than the Closing Merger Consideration, the Parent and the Seller Representative (on behalf of the Securityholders) shall promptly (but in any event within two (2) Business Days) deliver a joint written instruction to the Escrow Agent to pay to the Parent the absolute value of such difference, if any (the “Shortfall Amount”), by wire transfer of immediately available funds to one (1) or more accounts designated by the Parent to the Seller Representative. The Shortfall Amount shall be paid solely from the funds available in the Escrow Account. In the event that the funds available in the Escrow Account are in excess of the Indemnity Escrow Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder, the “Escrow Excess Amount”), the Seller Representative and the Parent shall, simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b), deliver joint written instructions to the Escrow Agent to pay to (i) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Escrow Excess Amount, by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent Seller and the Seller Representative, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) Purchaser and Seller shall promptly, and in any event within five (5) Business Days following the Paying Agent (for distribution determination of the Final Cash Consideration, provide joint written instructions to the WarrantholderEscrow Agent instructing the Escrow Agent to release the entire Adjustment Escrow Amount in the Escrow Account to Seller. (b) If the Final Cash Consideration is less than the Closing Cash Consideration (the absolute value of such difference, the “Deficit Amount”), Purchaser and Seller shall promptly, and in any event within five (5) Business Days following the Warrantholder Percentage determination of the Final Cash Consideration, provide joint written instructions to the Escrow Excess Agent instructing the Escrow Agent to release from the Adjustment Escrow Amount by wire transfer of immediately available funds in the Escrow Account (i) to an account designated in writing by Purchaser, the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, Deficit Amount and (iiiii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by Seller, the Surviving Company to the Parent and the Seller Representative. The Securityholders and the Seller Representative shall not have any liability for any amounts due pursuant to Section 1.11 or this Section 1.12, except to the extent balance remaining (if any) of the funds available Adjustment Escrow Amount remaining in the Escrow AccountAccount (after any payment made to Purchaser from the Adjustment Escrow Amount pursuant to the foregoing clause (i)). If the Deficit Amount is greater than the then remaining balance of the Adjustment Escrow Amount (before any payment made to Purchaser from the Adjustment Escrow Amount pursuant to the foregoing clause (i)) (such excess, the “Shortfall Amount”), then Seller shall promptly, and in any event within five (5) Business Days following the determination of the Final Cash Consideration, pay, by wire transfer of immediately available funds, an amount equal to the Shortfall Amount to an account or accounts designated by Purchaser. (c) If the Final Cash Consideration is equal to the Closing Cash Consideration, Purchaser and Seller shall promptly, and in any event within five (5) Business Days following the determination of the Final Cash Consideration, provide joint written instructions to the Escrow Agent instructing the Escrow Agent to release the entire Adjustment Escrow Amount in the Escrow Account to Seller. (d) For the avoidance of doubt, any payments made to Seller pursuant to an adjustment to the Closing Cash Consideration under this Section 1.05 shall be treated as an adjustment to the purchase price for all applicable Tax purposes.

Post-Closing Adjustment Payment. (a) If the Final Merger Consideration as finally determined pursuant to Section 1.08 is greater than or equal to the Closing Merger Consideration, (i) the Parent shall promptly (but in any event within two (2) Business Days following the final determination of the Final Merger Consideration) pay to Consideration (Ai) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the amount equal to (x) such difference, minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) to distribute the Paying Agent funds in the Adjustment Escrow Account to the Securityholders based on their respective Pro Rata Percentages, and (y) to instruct the Parent’s transfer agent to distribute by direct registration the shares of Parent Common Stock held in the Adjustment Share Reserve to the Securityholders entitled thereto based on their respective Pro Rata Percentages, and (ii) the Parent shall pay to the Representative (for distribution to the Common StockholdersSecurityholders), the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent Representative, and issue to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder)Securityholders by direct registration statement, the Warrantholder Percentage amount of cash and Parent Common Stock (on the Purchase Price Escrow Amount by wire transfer basis of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder25% cash/75% Parent Common Stock) by wire transfer of immediately available funds which the Merger Consideration as finally determined pursuant to an account designated in writing by Section 1.08 exceeds the Surviving Company to the ParentClosing Merger Consideration. (b) If the Final Merger Consideration as finally determined pursuant to Section 1.08 is equal to or less than the Closing Merger Consideration, the Parent and the Seller Representative (on behalf of the Securityholders) shall promptly (but in any event within two (2) Business Days) deliver a joint written instruction to the Escrow Agent (i) to pay to the Parent an amount equal to 25% of the absolute value of such difference, if any difference (the absolute value of the difference being referred to herein as the “Shortfall Amount”), ) by wire transfer of immediately available funds to one (1) or more accounts an account designated in writing by the Parent Parent, and (ii) to instruct the Parent’s transfer agent to deliver to the Seller RepresentativeParent for cancellation shares of Parent Common Stock held as Adjustment Share Reserve in an amount equal to 75% of the Shortfall Amount (calculated in accordance with Section 1.02(a)). The Any Shortfall Amount shall be paid solely from the funds available in the Adjustment Escrow AccountAccount and Parent Common Stock held as Adjustment Share Reserve. In the event that the funds available in the Adjustment Escrow Account are in excess of an amount equal to 25% of the Indemnity Escrow Shortfall Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholderexcess, the “Adjustment Escrow Excess Amount”), the Seller Representative and the Parent shall, shall simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b1.09(b), deliver joint written instructions to the Escrow Agent to pay to (ix) distribute the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Escrow Excess Amount, by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent and the Seller Representative, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Adjustment Escrow Excess Amount to the Securityholders based on their respective Pro Rata Percentages, and (y) deliver to the Securityholders based on their respective Pro Rata Percentages, by wire transfer of immediately available funds to an account designated in writing by the Paying Agent direct registration statement through instruction to the Parent, and ’s transfer agent the Paying Agent shall promptly distribute Parent Common Stock held as Adjustment Share Reserve to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders extent in excess of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage 75% of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent and the Seller RepresentativeShortfall Amount. The Securityholders and the Seller Representative shall not have any liability for any payments or amounts due pursuant to Section 1.11 1.08 or this Section 1.12, 1.09 except to the extent of the funds available in the Adjustment Escrow AccountAccount or Parent Common Stock held as Adjustment Share Reserve.

Post-Closing Adjustment Payment. (ai) If the Final Merger Consideration Cash Purchase Price is greater than the Closing Merger ConsiderationEstimated Cash Purchase Price, (i) the Parent Purchaser shall promptly (but in any event within two (2) Business Days following five business days after the final determination of the Final Merger ConsiderationCash Purchase Price in accordance with Section 1.05(b)) pay to (A) the Paying Agent (for distribution deliver to the Common Stockholders), the Stockholder Percentage of Seller the amount equal to (x) of such difference, minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) excess by wire transfer of immediately available funds to an account or accounts designated in writing by the Paying Seller. Immediately following payment of any amounts determined pursuant to Section 1.05(b) and this Section 1.05(c)(i) to be owing to the Seller, the Seller and the Purchaser shall deliver joint instructions to the Escrow Agent instructing the Escrow Agent to pay to the ParentSeller all remaining funds in the Working Capital Escrow Account, in accordance with the terms of the Escrow Agreement. (ii) If the Final Cash Purchase Price is less than the Estimated Cash Purchase Price, the Seller and the Paying Agent Purchaser shall promptly distribute to each Common Stockholder its applicable portion thereof, (Bbut in any event within five business days after the determination of the Final Cash Purchase Price in accordance with Section 1.05(b)) the Paying Agent (for distribution deliver joint instructions to the Warrantholder), Escrow Agent instructing the Warrantholder Percentage Escrow Agent to pay from the Working Capital Escrow Account to an account or accounts designed by the Purchaser the amount of the Positive Adjustment Difference such shortfall by wire transfer of immediately available funds to an account or accounts designated in writing by the Paying Agent Purchaser. Immediately following payment of any amounts determined pursuant to Section 1.05(b) and this Section 1.05(c)(ii) to be owing to the ParentPurchaser, the Seller and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent Purchaser shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent. (b) If the Final Merger Consideration is equal to or less than the Closing Merger Consideration, the Parent and the Seller Representative (on behalf of the Securityholders) shall promptly (but in any event within two (2) Business Days) deliver a joint written instruction to instructing the Escrow Agent to pay to the Parent the absolute value of such difference, if any (the “Shortfall Amount”), by wire transfer of immediately available Seller all remaining funds to one (1) or more accounts designated by the Parent to the Seller Representative. The Shortfall Amount shall be paid solely from the funds available in the Working Capital Escrow Account. In the event that the funds available in the Escrow Account are in excess of the Indemnity Escrow Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder, the “Escrow Excess Amount”), the Seller Representative and the Parent shall, simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b), deliver joint written instructions to the Escrow Agent to pay to (i) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Escrow Excess Amount, by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent and the Seller Representative, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer Agreement. The Working Capital Escrow Account shall be the Purchaser’s sole recourse with respect to, and the exclusive source of immediately available funds for, any payments required to an account designated in writing be made by the Surviving Company to the Parent and the Seller Representative. The Securityholders and the Seller Representative shall not have any liability for any amounts due pursuant to Section 1.11 or 1.05(b) and this Section 1.12, except to the extent of the funds available in the Escrow Account1.05(c).

Post-Closing Adjustment Payment. (a) If the Final Merger Consideration is greater than the Closing Merger Consideration, (i) Parent and Merger Sub (including, for the Parent avoidance of doubt, the Surviving Company following the Closing) shall promptly (but in any event within two (2) five Business Days following the final determination of the Final Merger Consideration) pay to (A) the Paying Agent the amount of such difference (for distribution to less the Common Stockholders), the Stockholder Optionholder Percentage of the amount equal of such difference) for distribution to each Securityholder its Pro Rata Share (xin respect of any shares of Common Stock and/or Vested Options held by such Securityholder) of the amount of such difference, minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) by wire transfer of immediately available funds to an the account designated in writing by the Paying Agent to the ParentAgent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Escrow Agent (for distribution to the Warrantholderholders of the Unvested Time Options in accordance with each such holder’s Pro Rata Share of such difference in respect of the Unvested Time Options and Section 2.3(b), ) the Warrantholder Optionholder Percentage of the Positive Adjustment Difference amount of such difference by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the ParentOptionholder Escrow Account, and Parent and the Paying Agent Representative shall promptly distribute cause the Escrow Agent, subject to Section 2.13, to pay each such holder its Pro Rata Share of such difference in respect of Unvested Time Options following each such time as any such Option Consideration related to such holder’s Restricted Cash Awards becomes payable to each such holder; provided that in no event shall the Warrantholder such amount paid by Parent pursuant to this Section 2.10(a)(i) exceed $[Redacted dollar amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, ]; and (ii) the Seller Representative and the Parent shall promptly (but in any event within five Business Days following the final determination of the Final Merger Consideration) deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent each Securityholder its Pro Rata Share in respect of Common Stock (for distribution including Common Stock received pursuant to the Common StockholdersSection 2.3(a), the Stockholder Percentage ) of the Purchase Price funds comprising the Adjustment Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parentfunds, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) into the Paying Agent Optionholder Escrow Account (for distribution to the Warrantholderholders of the Unvested Time Options in accordance with each such holder’s Pro Rata Share in respect of Unvested Time Options of the funds comprising the Adjustment Escrow Amount and Section 2.3(b), ) the Warrantholder Optionholder Percentage of the Purchase Price funds comprising the Adjustment Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the ParentOptionholder Escrow Account, and the Paying Escrow Agent shall promptly distribute pay each such holder its Pro Rata Share in respect of Unvested Time Options of such funds following each such time as any such Option Consideration related to the Warrantholder such amount and (z) the Surviving Company (for distribution holder’s Restricted Cash Awards becomes payable to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parenteach such holder. (b) If the Final Merger Consideration is equal to or less than the Closing Merger Consideration, the Parent and the Seller Representative (on behalf of the Securityholders) shall promptly (but in any event within two (2) five Business DaysDays following the determination of the Final Merger Consideration) deliver a joint written instruction to the Escrow Agent to pay to the Parent the absolute value of such difference, if any (the “Shortfall Amount”), by wire transfer of immediately available funds to one (1) or more accounts an account designated by the Parent to the Seller Representative. The Shortfall Amount shall be paid solely from the funds available in the Adjustment Escrow Account. In the event that the funds available in the Adjustment Escrow Account are in excess of the Indemnity Escrow Shortfall Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholderexcess, the “Adjustment Escrow Excess Amount”), the Seller Representative and the Parent shall, shall simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b2.10(b), deliver joint written instructions to the Escrow Agent to pay to (i) each Securityholder its Pro Rata Share (in respect of any shares of Common Stock and/or Vested Options held by such Securityholder) of the Paying Agent Adjustment Escrow Excess Amount, and (ii) into the Optionholder Escrow Account (for distribution to the Common Stockholdersholders of the Unvested Time Options in accordance with each such holder’s Pro Rata Share of the Adjustment Escrow Excess Amount in respect of Unvested Time Options and Section 2.3(b), ) the Stockholder Optionholder Percentage of the Escrow Excess Amount, by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent and the Seller Representative, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Adjustment Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the ParentOptionholder Escrow Account, and Parent and the Paying Agent Representative shall promptly distribute cause the Escrow Agent, subject to the Warrantholder Section 2.13, to pay each such amount, and (iii) the Surviving Company (for distribution to holders holder its Pro Rata Share in respect of Unvested Time Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Adjustment Escrow Excess Amount by wire transfer of immediately available funds following each such time as any such Option Consideration related to an account designated in writing by the Surviving Company such holder’s Restricted Cash Awards becomes payable to the Parent and the Seller Representativeeach such holder. The Securityholders and the Seller Representative shall not have any liability for any amounts due pursuant to Section 1.11 2.9 or this Section 1.12, 2.10 except to the extent of the funds available comprising the Adjustment Escrow Amount. (c) Notwithstanding anything to the contrary in this Article II, any amounts that would be payable to a holder of a Restricted Cash Award pursuant to Section 2.5 and Section 2.10 in respect of any portion of such holder’s Restricted Cash Awards that become Forfeited Restricted Cash Awards shall instead be paid to Parent as soon as reasonably practicable following the Escrow Accountdate the applicable Restricted Cash Awards become Forfeited Restricted Cash Awards.

Post-Closing Adjustment Payment. (a) If Buyer, based on the Final Merger Consideration Closing Date Balance Sheet, shall provide to the Shareholder Representative, within sixty (60) days after Closing, (i) a copy of the Closing Date Balance Sheet accompanied by the unqualified report of Company's accountant as provided in Section 2.9(b), and (ii) a copy of Company's independent accountants' calculation of (A) the actual Closing Net Worth Adjustment ("Actual Net Worth Adjustment"); (B) the amount, if any, by which the Estimated Net Worth Adjustment is less than the Actual Net Worth Adjustment (an "Adjustment in Favor of Shareholders"); and (C) the amount, if any, by which the Estimated Net Worth Adjustment is greater than the Actual Net Worth Adjustment (an "Adjustment in Favor of Buyer") (such materials, the "Buyer Adjustment Notice"). (b) Buyer, at the Shareholder Representative's request, shall allow the Shareholder Representative and his or her representatives access at all reasonable times to the Surviving Corporation's and Company's accountants, personnel, properties, books and records, work papers, schedules and calculations relating to the Closing Merger ConsiderationDate Balance Sheet and the Actual Net Worth Adjustment for the purpose of reviewing the Buyer Adjustment Notice and the Closing Date Balance Sheet and confirming the accuracy of the preparation thereof. In the event that the Shareholder Representative provides notice ("Shareholder Purchase Price Adjustment Objection Notice") to Buyer no later than thirty (30) days after receipt of the Buyer Adjustment Notice that the Shareholders dispute the Company's Accountants' determination of the Actual Net Worth Adjustment, (i) the Parent Adjustment in Favor of Shareholders or the Adjustment in Favor of Buyer determined in accordance with Section 2.10(a), the Shareholder Representative and Buyer shall promptly then meet and negotiate in good faith to resolve such dispute, such negotiation to begin as soon as practicable (but in any event within two case, no later than thirty (230) Business Days following the final determination days) after Buyer's receipt of the Final Shareholder Purchase Price Adjustment Objection Notice; provided, that, any amounts not then in dispute shall be paid promptly by the owing party hereto. (c) In the event that Buyer and the Shareholder Representative are not able to resolve such dispute within thirty (30) days after the date on which the Shareholder Representative provides Buyer with the Shareholder Purchase Price Adjustment Objection Notice, then either the Shareholder Representative or Buyer may refer the issues in dispute to a neutral mutually acceptable independent accounting firm of national reputation with which no party hereto has had a preexisting relationship for resolution (the "Purchase Price Adjustment Referee"). The decision of such issues by the Purchase Price Adjustment Referee shall be final and binding on all Merger ConsiderationParties. The Merger Parties shall submit their positions on the dispute to the Purchase Price Adjustment Referee within thirty (30) days after referral, and shall direct the Purchase Price Adjustment Referee to decide the dispute within fifteen (15) days after submission to it. The Purchase Price Adjustment Referee shall also decide the allocation of fees and expenses of the Purchase Price Adjustment Referee between the Merger Parties with any amounts due from the Shareholders being paid from the Indemnification Escrow Funds. Buyer and the Shareholder Representative shall direct the Purchase Price Adjustment Referee to promptly provide invoices of all such fees and expenses directly to the Shareholder Representative, the Escrow Agent and Buyer. In the event the Shareholders are required to pay any fees and expenses for the Purchase Price Adjustment Referee, as soon as possible following Escrow Agent's receipt of the Purchase Price Adjustment Referee's invoice, Escrow Agent shall be instructed to distribute the portion of the invoice amount to be paid by the Shareholders from the funds on deposit in the Indemnification Escrow Account in accordance with the wire transfer instructions set forth in such invoice. The Escrow Agent shall have no responsibility to verify the accuracy of any information contained in such invoice, nor shall the Escrow Agent incur any liability for acting in accordance with such invoice. Any other costs incurred by either party including, but not limited to, experts, attorneys or financial advisors shall be at the sole cost of the party incurring such cost regardless of the determination. (d) On the applicable date referred to in this Section 2.10, either (i) Buyer shall pay to the Shareholders (Apro rata in accordance with their respective ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time) the Paying Agent amount of any Adjustment in Favor of Shareholders, or (for distribution ii) Shareholder Representative shall cause any Adjustment in Favor of Buyer to be distributed to Buyer from the Common Stockholders), funds on deposit in the Stockholder Percentage of Indemnification Escrow Account. Any such payment is hereinafter referred to as the amount equal to "Purchase Price Adjustment Final Payment". (xe) such difference, minus (y) any fees, expenses and any portion thereof that would Any Purchase Price Adjustment Final Payment shall be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) made by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder after its applicable portion thereof, (B) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders final determination in accordance with the terms (including the timing this Section 2.10 to account(s) specified by Buyer and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds Shareholder Representative to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of receive the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the ParentAdjustment Final Payment. (b) If the Final Merger Consideration is equal to or less than the Closing Merger Consideration, the Parent and the Seller Representative (on behalf of the Securityholders) shall promptly (but in any event within two (2) Business Days) deliver a joint written instruction to the Escrow Agent to pay to the Parent the absolute value of such difference, if any (the “Shortfall Amount”), by wire transfer of immediately available funds to one (1) or more accounts designated by the Parent to the Seller Representative. The Shortfall Amount shall be paid solely from the funds available in the Escrow Account. In the event that the funds available in the Escrow Account are in excess of the Indemnity Escrow Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder, the “Escrow Excess Amount”), the Seller Representative and the Parent shall, simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b), deliver joint written instructions to the Escrow Agent to pay to (i) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Escrow Excess Amount, by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent and the Seller Representative, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent and the Seller Representative. The Securityholders and the Seller Representative shall not have any liability for any amounts due pursuant to Section 1.11 or this Section 1.12, except to the extent of the funds available in the Escrow Account.

Post-Closing Adjustment Payment. (a) If the Final Merger Residual Cash Consideration is greater than the Closing Merger Residual Cash Consideration, (ia) the Parent Purchaser shall promptly (but in any event within two five (25) Business Days following the final determination of the Final Merger ConsiderationDays) pay to the Representative (Afor the benefit of the Preferred Stockholders) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage amount of the amount equal to (x) such difference, minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) difference by wire transfer of immediately available funds to an account or accounts designated in writing by the Paying Agent Representative to the Parent, Purchaser and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent. (b) If the Final Merger Consideration is equal to or less than the Closing Merger Consideration, the Parent Purchaser and the Seller Representative (on behalf of the Securityholders) shall promptly (but in any event within two (2) Business Days) deliver send a joint written instruction to the Escrow Agent to pay to the Parent the absolute value of such difference, if any (the “Shortfall Amount”), by wire transfer of immediately available funds to one (1) or more accounts designated by the Parent to the Seller Representative. The Shortfall Amount shall be paid solely from the funds available in the Escrow Account. In the event that the funds available in the Escrow Account are in excess of the Indemnity Escrow Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder, the “Escrow Excess Amount”), the Seller Representative and the Parent shall, simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b), deliver joint written instructions to instructing the Escrow Agent to pay deliver to (i) the Paying Agent Representative (for distribution to the Common benefit of the Preferred Stockholders), the Stockholder Percentage of the Escrow Excess Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by the Paying Representative all funds in the Purchase Price Adjustment Escrow Account. If the Final Residual Cash Consideration is less than the Closing Residual Cash Consideration, the Representative (on behalf of the Preferred Stockholders) and the Purchaser shall promptly (but in any event within two (2) Business Days) send a joint written instruction to the Escrow Agent instructing the Escrow Agent to (i) pay to the Parent Purchaser solely from and only to the Seller extent of the Purchase Price Adjustment Escrow Amount each Preferred Stockholder’s portion of the absolute value of such difference by wire transfer of immediately available funds to one or more accounts designated by the Purchaser to the Representative; provided that if the Purchase Price Adjustment Escrow Amount is insufficient to pay such difference in full, the shortfall shall be paid from the Indemnity Escrow Account, to the extent funds are available therein, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) to deliver to the Paying Agent Representative (for distribution to the Warrantholderbenefit of the Preferred Stockholders), the Warrantholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account or accounts designated in writing by the Paying Agent to Representative all funds, if any, remaining in the ParentPurchase Price Adjustment Escrow Account following the payment set forth in the immediately preceding clause (i). The Common Stockholders, the Preferred Stockholders and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent and the Seller Representative. The Securityholders and the Seller Representative shall not have any liability for any amounts due to the Purchaser pursuant to Section 1.11 1.09 or this Section 1.12, 1.10 except to the extent of the funds available in the Purchase Price Adjustment Escrow Account and the Indemnity Escrow Account. Notwithstanding anything to the contrary herein, holders of Dissenting Shares shall not participate in the provisions of Section 1.09 or this Section 1.10.

Post-Closing Adjustment Payment. (a) If the Final Merger Consideration Closing Date Net Working Capital as determined pursuant to Section 2.10 above is greater than the Estimated Closing Merger Consideration, (i) the Parent shall promptly (but in any event within two (2) Business Days following the final determination of the Final Merger Consideration) pay to (A) the Paying Agent (for distribution to the Common Stockholders)Date Net Working Capital, the Stockholder Percentage Purchaser shall pay such excess and the NWC Holdback in the form of the amount equal to (x) such differencecash, minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) by way of wire transfer of immediately available funds as follows: (a) 13.632% of the excess and the NWC Holdback to an account designated in writing by the SCP Account, and (b) 86.368% of the excess and the NWC Holdback to the Paying Agent to the ParentAgent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution to the WarrantholderShareholders as provided in Sections 2.2(b) and 2.3. If the Final Closing Date Net Working Capital as determined pursuant to Section 2.10 above is less than the Estimated Closing Date Net Working Capital, the Purchaser shall be entitled to recover the amount by which the Estimated Closing Date Net Working Capital exceeds the Final Closing Date Net Working Capital (the “Shortfall”), first by applying and retaining the NWC Holdback, and to the extent the Shortfall exceeds the NWC Holdback (“Excess Shortfall”) (a) the Purchaser shall cancel pursuant to the Holdback Agreement that number of Holdback Shares equal to the amount of the Excess Shortfall divided by the Closing Price, and (b) the Shareholder Representative shall distribute an amount equal to 13.632% of the Excess Shortfall from the SCP Account to the Shareholders in accordance with their Pro Rata Share. Each Shareholder entitled to receive a portion of the Merger Consideration hereunder shall be severally liable for the amount of any such Excess Shortfall pursuant to this Section 2.11 to the extent of his/her/its Pro Rata Share of the Excess Shortfall, and such liability shall be in addition to, independent of, and not subject to any deductible, limitation, threshold or exclusivity provision set forth in Article IX or elsewhere in this Agreement. Accordingly, any cancellation by Purchaser of Holdback Shares pursuant to this Section 2.11 shall be effected by cancelling the number of Holdback Shares issued in the name of each Shareholder equal to such Shareholder's Pro Rata Share multiplied by the amount of the Excess Shortfall, divided by the Closing Price. If the NWC Holdback exceeds the Shortfall (the extent of such excess hereinafter referred to as the “Excess NWC Holdback”), the Warrantholder Percentage Purchaser shall pay the Excess NWC Holdback in the form of the Positive Adjustment Difference cash, by way of wire transfer of immediately available funds as follows: (a) 13.632% of the Excess NWC Holdback to an account designated in writing by the SCP Account and (b) 86.368% of the Excess NWC Holdback to the Paying Agent to the ParentAgent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses Shareholders as provided in Sections 2.2(b) and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent2. (b) If the Final Merger Consideration is equal to or less than the Closing Merger Consideration, the Parent and the Seller Representative (on behalf of the Securityholders) shall promptly (but in any event within two (2) Business Days) deliver a joint written instruction to the Escrow Agent to pay to the Parent the absolute value of such difference, if any (the “Shortfall Amount”), by wire transfer of immediately available funds to one (1) or more accounts designated by the Parent to the Seller Representative. The Shortfall Amount shall be paid solely from the funds available in the Escrow Account. In the event that the funds available in the Escrow Account are in excess of the Indemnity Escrow Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder, the “Escrow Excess Amount”), the Seller Representative and the Parent shall, simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b), deliver joint written instructions to the Escrow Agent to pay to (i) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Escrow Excess Amount, by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent and the Seller Representative, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent and the Seller Representative. The Securityholders and the Seller Representative shall not have any liability for any amounts due pursuant to Section 1.11 or this Section 1.12, except to the extent of the funds available in the Escrow Account.

Post-Closing Adjustment Payment. (a) If the Final Merger Consideration Closing Cash Purchase Price is greater than the Closing Merger ConsiderationCash Purchase Price (such difference, (i) the Parent shall “Excess Amount”), promptly after the date the Final Closing Cash Purchase Price is finally determined pursuant to Section 2.2 (but in any event within two (2) five Business Days following thereafter), (i) the final determination Purchaser shall pay, or cause to be paid, to the Seller the lesser of the Final Merger Consideration) pay to (A) the Paying Agent (for distribution to Excess Amount plus the Common Stockholders), the Stockholder Percentage of the amount equal to (x) such difference, minus (y) any fees, expenses Closing Cash Deferred Amount and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent. (b) If the Final Merger Consideration is equal to or less than plus the Closing Merger Consideration, the Parent and the Seller Representative (on behalf of the Securityholders) shall promptly (but in any event within two (2) Business Days) deliver a joint written instruction to the Escrow Agent to pay to the Parent the absolute value of such difference, if any (the “Shortfall Amount”), by wire transfer of immediately available funds to one (1) or more accounts designated by the Parent to the Seller Representative. The Shortfall Amount shall be paid solely from the funds available in the Escrow Account. In the event that the funds available in the Escrow Account are in excess of the Indemnity Escrow Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder, the “Escrow Excess Amount”), the Seller Representative and the Parent shall, simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b), deliver joint written instructions to the Escrow Agent to pay to (i) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Escrow Excess Cash Deferred Amount, by wire transfer of immediately available funds to an the account or accounts designated in writing by the Paying Agent Seller to the Parent Purchaser and the Seller Representative, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Purchaser and the Seller will instruct the Escrow Agent (for distribution to distribute the Escrow Amount to the WarrantholderSeller. For the avoidance of doubt, in no event will the Purchaser be liable to the Seller or its Affiliates under this Section 2.3 for any amount in excess of $10,000,000 plus the Closing Cash Deferred Amount. (b) If the Final Closing Cash Purchase Price is less than the Closing Cash Purchase Price (the absolute value of such difference, the “Shortfall Amount”), promptly after the date the Final Closing Cash Purchase Price is finally determined pursuant to Section 2.2 (but in any event within five Business Days thereafter), (i) the Purchaser and the Seller will instruct the Escrow Agent to distribute to the Purchaser, out of the balance of the Escrow Account, an amount equal to the lesser of (A) the Shortfall Amount and (B) the Escrow Amount and (ii) in the event the Shortfall Amount is less than the Escrow Amount, the Purchaser and the Seller shall instruct the Escrow Agent to distribute to the Seller all amounts remaining in the Escrow Account after giving effect to the release described in the foregoing clause (i) (if any). For the avoidance of doubt, in no event will the Seller be liable to the Purchaser or its Affiliates under this Section 2.3 for any amount in excess of the Escrow Amount and the Escrow Amount will be the Purchaser’s sole source of recourse and recovery hereunder. (c) If the Final Closing Cash Purchase Price is equal to the Closing Cash Purchase Price, promptly after the date the Final Closing Cash Purchase Price is finally determined pursuant to Section 2.2 (but in any event within five Business Days thereafter), the Warrantholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent Purchaser and the Seller Representative. The Securityholders will instruct the Escrow Agent to distribute the Escrow Amount to the Seller, and no further payments will be due from the Purchaser to the Seller Representative or its Affiliates, or from the Seller to the Purchaser or its Affiliates, under this Section 2.3. (d) Any amount paid under this Section 2.3 shall not have any liability be treated as an adjustment to the consideration paid for any amounts due the Company Shares pursuant to Section 1.11 or this Section 1.12Agreement for Tax purposes, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the funds available in Code (or any similar provision of state, local or foreign Law). (e) For the Escrow Accountavoidance of doubt, there shall be no post-Closing adjustment with respect to the Closing Stock Consideration.

Post-Closing Adjustment Payment. (a) If the Final Merger Consideration is greater than the Closing Merger Consideration, (i) the Parent Buyer shall promptly (but in any event within two (2) Business Days following five business days after the final determination of the Final Merger ConsiderationConsideration pursuant to Section 2.11) pay to (A) the Paying Agent (for distribution deliver to the Common Stockholders), the Stockholder Percentage Representative (on behalf of the amount equal Stockholders and the Optionholders to (x) such difference, minus (ythe extent of each Person’s Common Percentage) any fees, expenses and any portion thereof that would amounts determined pursuant to Section 2.11 to be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) from Buyer by wire transfer of immediately available funds to an account designated in writing by the Paying Agent Representative. The Representative shall promptly deliver such amounts to the Parent, Stockholders and the Paying Optionholders according to each Stockholder’s and Optionholder’s Common Percentage. In the event any amounts are due from the Stockholders and Optionholders pursuant to Section 2.11, within two business days after the final determination of the Final Consideration pursuant to Section 2.11, Buyer shall deliver to the Representative a written notice indicating Buyer’s election either (i) to receive the amounts due to Buyer from the Stockholders and Optionholders directly or (ii) to have the Escrow Agent deliver to Buyer such amounts from the Escrow Amount. If Buyer elects to receive the amounts due to Buyer from the Stockholders and Optionholders directly, each Stockholder and Optionholder (to the extent of each Person’s Common Percentage), shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) but in any event within five business days after the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage final determination of the Positive Adjustment Difference Final Consideration pursuant to Section 2.11) deliver to Buyer any amounts determined pursuant to Section 2.11 to be due from the Stockholders and the Optionholders by wire transfer of immediately available funds to an account designated by Buyer. If Buyer elects to receive the amounts due to Buyer from the Escrow Amount, the Representative (on behalf of the Stockholders and the Optionholders to the extent of each Person’s Common Percentage) and Buyer shall promptly (but in writing by any event within five business days after the Paying final determination of the Final Consideration pursuant to Section 2.11) execute and deliver to the Escrow Agent a joint written instruction, instructing the Escrow Agent to disburse from the Parent, Escrow Amount any amounts determined pursuant to Section 2.11 to be due from the Stockholders and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the ParentBuyer. (b) If the Final Merger Consideration is equal to or less than the Closing Merger Consideration, the Parent and the Seller Representative (on behalf of the Securityholders) shall promptly (but in any event within two (2) Business Days) deliver a joint written instruction to the Escrow Agent to pay to the Parent the absolute value of such difference, if any (the “Shortfall Amount”), by wire transfer of immediately available funds to one (1) or more accounts designated by the Parent to the Seller Representative. The Shortfall Amount shall be paid solely from the funds available in the Escrow Account. In the event that the funds available in the Escrow Account are in excess of the Indemnity Escrow Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder, the “Escrow Excess Amount”), the Seller Representative and the Parent shall, simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b), deliver joint written instructions to the Escrow Agent to pay to (i) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Escrow Excess Amount, by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent and the Seller Representative, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent and the Seller Representative. The Securityholders and the Seller Representative shall not have any liability for any amounts due pursuant to Section 1.11 or this Section 1.12, except to the extent of the funds available in the Escrow Account.

Post-Closing Adjustment Payment. (a) If the Final Merger Cash Consideration is greater than the Closing Merger Cash Consideration, (i) the Parent shall promptly (but in any event within two five (25) Business Days following the final determination of the Final Merger Cash Consideration) pay to (A) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Representative an amount equal to (x) such differencedifference multiplied by the Stockholder Percentage, minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) by wire transfer of immediately available funds to an the account designated in writing by the Paying Agent to Representative, for the Parentbenefit of the Securityholders that are not Optionholders, and the Paying Agent Representative shall promptly distribute to each Common Stockholder Securityholder that is not an Optionholder its applicable pro rata portion thereof, (B) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amountthereof based on its Pro Rata Percentage, and (CB) the Surviving Company (for distribution to Optionholders in accordance with the terms (including holders of the timing and manner of paymentIn-the-Money Options) of Section 1.03), an amount equal to such difference multiplied by the Optionholder Percentage of the Positive Adjustment Difference Percentage, by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to Company, for the Parent, benefit of the holders of In-the-Money Options; and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (xthe Representative the funds in the Purchase Price Adjustment Escrow Account for the benefit of the Securityholders, and the Representative shall distribute to each Securityholder its pro rata portion thereof based on its Pro Rata Percentage. In no event, absent fraud, shall the amount paid by Parent pursuant to this Section 1.10(a) the Paying Agent (for distribution be greater than an amount equal to the Common Stockholders), the Stockholder Percentage sum of the Purchase Price Adjustment Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereofamount, (y) if any, remaining in the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage Indemnification Escrow Account as of the Purchase Price Escrow Amount by wire transfer date of immediately available funds any payment pursuant to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of this Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent1.10. (b) If the Final Merger Cash Consideration is equal to or less than the Closing Merger Cash Consideration, the Parent and the Seller Representative (on behalf of the Securityholders) shall promptly (but in any event within two five (25) Business Days) deliver a joint written instruction to the Escrow Agent to pay to the Parent the absolute value of such difference, if any difference (the “Shortfall Amount”), ) by wire transfer of immediately available funds to one (1) or more accounts designated by the Parent to the Seller Representative. The instructions to the Escrow Agent shall provide that the Shortfall Amount shall be paid solely (i) first, from the funds available in the Purchase Price Adjustment Escrow Account and (ii) second, if the Shortfall Amount exceeds the funds available in the Purchase Price Adjustment Escrow Account, from the funds available in the Indemnification Escrow Account. In the event that the funds available in the Purchase Price Adjustment Escrow Account are in excess of the Indemnity Escrow Shortfall Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholderexcess, the “Escrow Excess Amount”), the Seller Representative and the Parent shall, shall simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b1.10(b), deliver joint written instructions to the Escrow Agent to pay to (i) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Escrow Excess Amount, by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent and the Seller Representative, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of Representative the Escrow Excess Amount by wire transfer for the benefit of immediately available funds to an account designated in writing by the Paying Agent to the ParentSecurityholders, and the Paying Agent Representative shall promptly distribute to each Securityholder its pro rata portion thereof based on its Pro Rata Percentage. Absent fraud, the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent and the Seller Representative. The Securityholders and the Seller Representative shall not have any liability for any amounts due pursuant to Section 1.11 1.09 or this Section 1.12, 1.10 except to the extent of the funds available in the Purchase Price Adjustment Escrow Account and the Indemnification Escrow Account.

Post-Closing Adjustment Payment. (a) If the Final Merger Consideration is greater than the Closing Merger Consideration, then (i) the Parent shall promptly (but in any event Purchaser shall, within two (2) Business Days following after the final determination Settlement Date, pay, or cause to be paid, to the Paying Agent, on behalf of the Final Merger Consideration) pay to (A) Stockholders and the Paying Agent (for distribution to the Common Stockholders)Optionholders, the Stockholder Percentage amount of the amount equal to (x) such difference, minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) excess by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent Purchaser shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay make payment of the Escrow Amount from the Escrow Account, within two (2) Business Days after the Settlement Date, to (x) the Paying Agent (for distribution to the Common Stockholders)Agent, the Stockholder Percentage on behalf of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, Stockholders and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the ParentOptionholders. (b) If the Closing Merger Consideration exceeds the Final Merger Consideration is equal to or less than the Closing Merger Consideration(such excess, the Parent “Excess Amount”), the Representative and the Seller Representative Purchaser shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to make payment of (on behalf of i) the Securityholders) shall promptly (but in any event Excess Amount from the Escrow Account, within two (2) Business Days) deliver a joint written instruction Days after the Settlement Date, to the Escrow Agent to pay Purchaser solely from and only to the Parent extent of the absolute value of such differenceremaining Escrow Amount, if any and (the “Shortfall Amount”), by wire transfer of immediately available funds to one (1ii) or more accounts designated by the Parent to the Seller Representative. The Shortfall Amount shall be paid solely from the funds available in the Escrow Account. In the event that the funds available in Excess Amount is less than the Escrow Account are in excess of the Indemnity Escrow Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholdershortfall, the “Remaining Adjustment Escrow Excess AmountFunds”), the Seller Representative and the Parent Purchaser shall, simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b)immediately foregoing sentence, deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay the Remaining Adjustment Escrow Amount from the Adjustment Escrow Account to (i) the Paying Agent (for distribution to on behalf of the Common Stockholders and the Optionholders). The Stockholders), the Stockholder Percentage of the Escrow Excess Amount, by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent Optionholders and the Seller Representative, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent and the Seller Representative. The Securityholders and the Seller Representative shall not have any liability for any amounts due pursuant to Section 1.11 or this Section 1.12, 1.05 except to the extent of the funds available in the Escrow Account. (c) The Paying Agent shall pay to the Stockholders and (on behalf of the Optionholders) the Company the applicable portion of any amounts received pursuant to this Section 1.05 as directed by the Representative, in accordance with Section 1.07.

Post-Closing Adjustment Payment. (a) If the Final Merger Consideration is greater than the Closing Merger Consideration, (i) the Parent shall promptly (but in any event within two (2) Business Days following after the final determination of the Final Merger ConsiderationConsideration pursuant to Section 2.6, (i) the Purchaser shall pay to (A) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the each Seller an amount in cash equal to (x) such difference, minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (Seller’s Pro Rata Surplus Share of such amount, the “Positive Adjustment Difference”) difference by wire transfer of immediately available funds to an account designated in writing by such Seller, and (ii) the Paying Purchaser and the Sellers’ Representative shall deliver a joint written instruction to the Escrow Agent to the Parent, and the Paying Agent shall promptly distribute pay to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage Seller such Seller’s Pro Rata Indemnification Share of the Positive funds in the Adjustment Difference Escrow Account by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the ParentSeller. (b) If the Final Merger Consideration is equal to or less than the Closing Merger Consideration, promptly after the Parent final determination of the Final Consideration pursuant to Section 2.6, the Purchaser and the Seller Sellers’ Representative (on behalf of the Securityholders) shall promptly (but in any event within two (2) Business Days) deliver a joint written instruction to the Escrow Agent to pay to the Parent Purchaser the absolute value of such difference, if any difference (the “Shortfall Amount”), ) by wire transfer of immediately available funds to one (1) or more accounts designated by the Parent to the Seller Representative. The Shortfall Amount shall be paid solely from the funds available in the Adjustment Escrow AccountAccount to an account designated in writing by the Purchaser. In the event that the funds available in the Adjustment Escrow Account are in excess of the Indemnity Escrow Shortfall Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholderexcess, the “Escrow Excess Amount”), the Seller Representative Purchaser and the Parent Sellers’ Representative shall, simultaneously with the delivery of the instructions instruction described in the first sentence of this Section 1.12(b2.7(b), deliver a joint written instructions instruction to the Escrow Agent to pay to (i) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Escrow Excess Amount, by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent and the each Seller Representative, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage such Seller’s Pro Rata Indemnification Share of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by such Seller. In the Paying event that the funds available in the Adjustment Escrow Account are less than the Shortfall Amount (such deficit, the “Escrow Shortfall Amount”), the Purchaser may choose, in its sole discretion, either (i) for the Purchaser and the Sellers’ Representative to, simultaneously with the delivery of the instruction described in the first sentence of this Section 2.7(b), deliver a joint written instruction to the Escrow Agent to the Parent, and the Paying Agent shall promptly distribute pay to the Warrantholder such amountPurchaser the Escrow Shortfall Amount by wire transfer of immediately available funds from the Indemnity Escrow Account to an account designated in writing by the Purchaser, and or (iiiii) for the Surviving Company Sellers to, within five (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment5) of Section 1.03) the Optionholder Percentage Business Days of the final determination of the Final Consideration pursuant to Section 2.6, pay to the Purchaser an amount in cash equal to the Escrow Excess Shortfall Amount by wire transfer of immediately available funds to an account designated in writing by the Surviving Company Purchaser. In the case of clause (ii) of the previous sentence, the Sellers shall be severally liable in accordance with their respective Pro Rata Indemnification Share of such Escrow Shortfall Amount to the Parent and the Seller Representative. The Securityholders and the Seller Representative shall not have any liability for any amounts due pursuant to Section 1.11 or this Section 1.12, except to the extent of the funds available in the Escrow AccountPurchaser.

Post-Closing Adjustment Payment. (a) If the Final Merger Consideration is greater than the Closing Merger Consideration, (i) the Parent Buyer shall promptly (but in any event within two (2) Business Days following five business days after the final determination of the Final Merger ConsiderationConsideration pursuant to Section 2.11) pay to (A) the Paying Agent (for distribution deliver to the Common Stockholders), the Stockholder Percentage Representative (on behalf of the amount equal Stockholders and the Optionholders to (x) such difference, minus (ythe extent of each Person's Common Percentage) any fees, expenses and any portion thereof that would amounts determined pursuant to Section 2.11 to be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) from Buyer by wire transfer of immediately available funds to an account designated in writing by the Paying Agent Representative. The Representative shall promptly deliver such amounts to the Parent, Stockholders and the Paying Optionholders according to each Stockholder's and Optionholder's Common Percentage. In the event any amounts are due from the Stockholders and Optionholders pursuant to Section 2.11, 17 within two business days after the final determination of the Final Consideration pursuant to Section 2.11, Buyer shall deliver to the Representative a written notice indicating Buyer's election either (i) to receive the amounts due to Buyer from the Stockholders and Optionholders directly or (ii) to have the Escrow Agent deliver to Buyer such amounts from the Escrow Amount. If Buyer elects to receive the amounts due to Buyer from the Stockholders and Optionholders directly, each Stockholder and Optionholder (to the extent of each Person's Common Percentage), shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) but in any event within five business days after the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage final determination of the Positive Adjustment Difference Final Consideration pursuant to Section 2.11) deliver to Buyer any amounts determined pursuant to Section 2.11 to be due from the Stockholders and the Optionholders by wire transfer of immediately available funds to an account designated by Buyer. If Buyer elects to receive the amounts due to Buyer from the Escrow Amount, the Representative (on behalf of the Stockholders and the Optionholders to the extent of each Person's Common Percentage) and Buyer shall promptly (but in writing by any event within five business days after the Paying final determination of the Final Consideration pursuant to Section 2.11) execute and deliver to the Escrow Agent a joint written instruction, instructing the Escrow Agent to disburse from the Parent, Escrow Amount any amounts determined pursuant to Section 2.11 to be due from the Stockholders and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the ParentBuyer. (b) If the Final Merger Consideration is equal to or less than the Closing Merger Consideration, the Parent and the Seller Representative (on behalf of the Securityholders) shall promptly (but in any event within two (2) Business Days) deliver a joint written instruction to the Escrow Agent to pay to the Parent the absolute value of such difference, if any (the “Shortfall Amount”), by wire transfer of immediately available funds to one (1) or more accounts designated by the Parent to the Seller Representative. The Shortfall Amount shall be paid solely from the funds available in the Escrow Account. In the event that the funds available in the Escrow Account are in excess of the Indemnity Escrow Amount (such excess less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder, the “Escrow Excess Amount”), the Seller Representative and the Parent shall, simultaneously with the delivery of the instructions described in the first sentence of this Section 1.12(b), deliver joint written instructions to the Escrow Agent to pay to (i) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Escrow Excess Amount, by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent and the Seller Representative, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (ii) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (iii) the Surviving Company (for distribution to holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.03) the Optionholder Percentage of the Escrow Excess Amount by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent and the Seller Representative. The Securityholders and the Seller Representative shall not have any liability for any amounts due pursuant to Section 1.11 or this Section 1.12, except to the extent of the funds available in the Escrow Account.