Common use of Post-Closing Adjustment Clause in Contracts

Post-Closing Adjustment. (i) As promptly as practicable, but in no event later than sixty (60) calendar days following the Closing Date, Parent shall cause to be prepared in accordance with the Specified Accounting Principles, and delivered to the Equityholder Representative an unaudited balance sheet of the Company as of immediately prior to the Closing (the “Closing Balance Sheet”), together with a statement (the “Parent Closing Statement”) setting forth in reasonable detail Parent’s calculation of each of (i) the Closing Working Capital, (ii) the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder Representative. (ii) From and after the delivery of the Closing Balance Sheet and the Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid by Parent and the Equityholder Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared to the disputed items proposed by Parent and the Equityholder Representative, respectively), as determined by the Designated Accounting Firm.

Post-Closing Adjustment. (i) As promptly as practicable, practicable but in no event later than sixty three Business Days after a binding determination of Net Working Capital and the Approved Fleet CapEx Amount has been made in accordance with Section 3.2 or 3.3: (60a) calendar days following If and to the extent that the Final Closing DateConsideration is equal to or exceeds the Estimated Closing Consideration, Parent (A) such excess (if any) shall cause be paid by the Buyer to be prepared Seller via wire transfer of immediately available funds within five Business Days of final determination, and (B) the Buyer and the Seller shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse, the funds in the Adjustment Escrow Account to Seller in accordance with the Specified Accounting PrinciplesEscrow Agreement. (b) If, and delivered to the Equityholder Representative an unaudited balance sheet of extent that, the Company as of immediately prior Final Closing Consideration is less than the Estimated Closing Consideration, the Buyer and the Seller shall issue joint written instructions to the Escrow Agent to release (A) the difference between the Estimated Closing Consideration and Final Closing Consideration (the “Closing Balance Sheet”), together with a statement (the “Parent Closing StatementConsideration Overpayment”) setting forth in reasonable detail Parent’s calculation of each of (i) the Closing Working Capital, (ii) the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder Representative. (ii) From and after Buyer from the delivery Adjustment Escrow Account by wire transfer of the Closing Balance Sheet and the Parent Closing Statementimmediately available funds, Parentwithin five Business Days of final determination, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants to an account or advisors retained accounts specified in writing by the Equityholder Representative with reasonable access to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculateBuyer, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each remainder (if any) of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth funds in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) Adjustment Escrow Account to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital Seller in accordance with the Specified Accounting Principles within 30 calendar days Escrow Agreement; provided, that if the shortfall exceeds the available balance of such referral andthe Adjustment Escrow Account, upon reaching such determination(x) the Buyer and the Seller shall execute and deliver joint written instructions to the Escrow Agent to release the entire balance of the Adjustment Escrow Account to the Buyer, shall deliver a copy of its calculations and (the “Expert Calculations”y) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differencesextent, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses that after payment of the Designated Accounting Firm shall be paid by Parent and the Equityholder Representative (on behalf entire balance of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared Adjustment Escrow Account to the disputed items proposed Buyer pursuant to clause (x) above, less than all of the Consideration Overpayment shall have been paid to the Buyer, then Seller shall pay (or Seller shall cause its Affiliates to pay) the remaining portion of the Consideration Overpayment by Parent and the Equityholder Representative, respectively), as determined by the Designated Accounting Firmwire transfer of immediately available funds.

Post-Closing Adjustment. (ia) As promptly as practicable, but in no event later than sixty Within ninety (6090) calendar days following after the Closing Date, Parent Buyer shall cause prepare and deliver to be prepared in accordance with the Specified Accounting Principles, and delivered to the Equityholder Representative Parent: (i) an unaudited combined balance sheet of the Company IPG Entities (the “Final Closing Balance Sheet”) as of and at the close of business on the date immediately prior to the Closing Date; and (the “Closing Balance Sheet”), together with ii) a final closing statement (the “Parent Final Closing Statement”) setting forth in reasonable detail ParentBuyer’s calculation of each of (iof: 1) the Final Net Operating Assets, Closing Working CapitalDate Cash, (iiClosing Date Indebtedness and IPG Transaction Expenses; 2) the difference between the Preliminary Purchase Price and the Purchase Price shown on the Final Closing Statement (determined in accordance with Section 2.02 by substituting the Final Net Operating Assets and Closing Date Cash, Closing Date Indebtedness and (iiiIPG Transaction Expenses amounts shown on the Final Closing Statement for those previously appearing on the Preliminary Closing Statement); and 3) the Closing Cash and attaching all relevant backup materials, schedules and resulting final Purchase Price calculated in accordance with Section 2.02 (the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder Representative“Final Purchase Price”). (iib) From and after the delivery of the The Final Closing Balance Sheet and Final Closing Statement shall be prepared in accordance with the Parent Closing StatementCalculation Principles and this Agreement. Nothing in this Section 2.06 is intended to be used to adjust for errors, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants omissions or advisors retained by the Equityholder Representative inconsistencies that may be found with reasonable access respect to the books and records Financial Statements or the Balance Sheet, or any actual or alleged failure of the Surviving Corporation Financial Statements or the Balance Sheet to be prepared in accordance with GAAP. Buyer shall not be permitted to introduce different accounting principles, procedures, policies, practices, estimates, judgments or methodologies in the preparation of the Final Closing Statement or the determination of Final Net Operating Assets, Closing Date Cash, Closing Date Indebtedness or IPG Transaction Expenses from the Calculation Principles. (c) Parent may dispute Buyer’s calculation of the Final Closing Balance Sheet and Final Closing Statement (collectively, the “Final Closing Documents”) (or any successor theretoelement thereof) by notifying Buyer in writing, setting forth in reasonable detail the particulars of such disagreement, including the basis therefor (the “Notice of Objection”), within forty-five (45) days after Parent’s receipt of the Final Closing Documents. Any item or amount as to which no dispute is raised in the Notice of Objection will be final, conclusive and binding on the Parties for all purposes hereunder, unless such item or amount is by its nature adjusted in connection with the purposes of: matters raised in the Notice of Objection. In the event that Parent does not deliver a Notice of Objection to Buyer within such forty-five (A45) enabling the Equityholder Representative and its accountants and advisors day period, Parent shall be deemed to calculate, and to review Parenthave accepted Buyer’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash Final Purchase Price set forth in the Final Closing Documents. In the event that a Notice of Objection is timely delivered, Buyer and Parent Closing Statement. shall use their respective commercially reasonable efforts for a period of sixty (iii60) If the Equityholder Representative disputes the calculation of any days after Buyer’s receipt of the Closing Working CapitalNotice of Objection, or such longer period as the Closing Indebtedness or the Closing Cash Parties may agree in writing, to resolve any disagreements set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative Notice of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculationObjection. (ivd) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative Buyer and Parent are unable to reach agreement on resolve such disagreements within such sixty (60) day period (or such longer period as the calculation Parties shall have agreed in writing), then KPMG LLP (or such other independent accounting firm of each recognized national standing as may be mutually selected by Buyer and Parent) (the “Independent Firm”) shall be appointed, as an expert and not an arbitrator, to resolve any items that remain in dispute at the end of such period (the Closing Working Capital“Unresolved Items”), but in no case shall the Closing Indebtedness Independent Firm review or propose any resolution for any matters that have not been raised in the Notice of Objection. If KPMG LLP is unwilling or unable to serve in such capacity and the Closing Cash Parties are not able to mutually select an alternative accounting firm that is willing and able to serve in such capacity, then Parent shall within 20 calendar ten (10) days deliver to Buyer a listing of three (3) other accounting firms of nationally recognized standing (and none of which have worked in the past two (2) years for Parent or Buyer or any of Parent’s Affiliates or Buyer’s Subsidiaries or its equityholders and Buyer shall within ten (10) days after receipt of such list, select one of such three (3) accounting firms to act as the Independent Firm. (e) Buyer and Parent shall instruct the Independent Firm to determine as promptly as practicable, and in any event within ninety (90) days after the end of date on which such dispute is referred to the Review PeriodIndependent Firm, the Equityholder Representative, based solely on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes provisions of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cashwritten presentations by Parent and Buyer, the Designated Accounting Firm shall be limited and not on an independent review, whether and to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations what extent (i) shall reflect in detail the differences, if any, between ) the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, calculations set forth in the Parent Final Closing StatementDocuments require adjustment. In resolving any Unresolved Item, the Independent Firm (i) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party, and (ii) may not take oral testimony from the Parties hereto or any other Person. Parent and Buyer shall give each other copies of any written submissions at the same time as they are submitted to the Independent Firm. Buyer shall bear and pay a percentage of the fees and expenses of the Independent Firm that is equal to the percentage of the total dollar amount of changes to the Final Purchase Price proposed by Parent that are successful, and Parent shall bear and pay a percentage of the fees and expenses of the Independent Firm that is equal to the percentage of the total dollar amount of changes to the Final Purchase Price proposed by Parent that are not successful, in each case, as determined by the Independent Firm. The determination of the Independent Firm shall be set forth in a written statement delivered to the Parties and shall be final, conclusive and binding on the Parties, absent fraud or manifest error. (f) Each of Buyer, Sellers and Parent shall, and shall cause their respective Subsidiaries (including, in the case of Buyer, the IPG Entities) to (i) permit the other Parties and their Representatives to have reasonable access during normal business hours to their respective books, records and other documents (including work papers, schedules, financial statements and memoranda) pertaining to or used in connection with respect the preparation of the Preliminary Closing Statement or the Final Closing Documents, as applicable, and the calculation of the Net Operating Assets, Closing Date Cash, Closing Date Indebtedness and IPG Transaction Expenses and (ii) make such Party’s employees available to, and use its reasonable best efforts to cause its accountants to cooperate with, the other Parties to verify the accuracy of the Preliminary Closing Statement or Final Closing Documents, as applicable; provided, that the accountants of a Party shall not be obliged to make any work papers available to any specific discrepancy other Party or disagreementits Representatives except in accordance with such accountant’s normal disclosure procedures, shall be no after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. (g) If the Final Closing Statement shows that an amount is due to Buyer (because the Preliminary Purchase Price is greater than the higher Final Purchase Price shown on the Final Closing Statement), the Sellers shall promptly pay such difference to Buyer, in cash. If the Final Closing Statement shows that an amount calculated is due to the Sellers (because the Preliminary Purchase Price is less than the Final Purchase Price shown on the Final Closing Statement), Buyer shall promptly pay such excess to the Sellers, in cash. Any payment pursuant to this Section 2.06(g) shall be made by Parent Buyer or the Equityholder RepresentativeSellers, as the case may be, and no lower than by wire transfer of immediately available funds within five (5) Business Days to such account or accounts of such other Party as may be designated by such other Party in writing. In the lower event of a failure to timely make such payment, interest shall accrue on such amount for the period commencing on the payment due date through the date on which such payment is made calculated by Parent or at the Equityholder Representative Prime Rate. Such interest shall be payable at the same time as the case may be. The fees payment to which it relates and expenses of the Designated Accounting Firm shall be paid by Parent calculated daily on the basis of a year of three hundred and sixty-five (365) days and the Equityholder Representative (on behalf actual number of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared to the disputed items proposed by Parent and the Equityholder Representative, respectively), as determined by the Designated Accounting Firmdays elapsed.

Post-Closing Adjustment. If the Closing of the transactions contemplated by the Purchase Agreement occurs, then as soon as practicable (ibut not more than five Business Days) As promptly as practicable, but in no event later than sixty after completion of One Hundred Twenty (60120) calendar days following the Closing Date (the "Measurement Date"), Parent shall cause to be prepared in accordance with Section 3.5 of the Specified Accounting PrinciplesPurchase Agreement, the Seller and delivered the Buyer shall instruct the Escrow Agent to disburse from the remaining Escrowed Property and Interest to the Equityholder Representative an unaudited balance sheet of Buyer the Company as of immediately prior amount, if any, not to exceed $1,600,000, equal to the Closing (the “Closing Balance Sheet”), together with a statement (the “Parent Closing Statement”) setting forth in reasonable detail Parent’s calculation of each of total of: (i) the value of the Seller's Accounts Receivable that were conveyed to Buyer at Closing Working Capital, and that remain outstanding as of the Measurement Date; (ii) the Closing Indebtedness aggregate value as of the Measurement Date of any (A) Cure Amounts (other than Cure Amounts relating to Assumed Contracts that are Requested Contracts) owing with respect to the Assumed Contracts which Cure Amounts were not set forth on Disclosure Schedule, Section 3.5(a)(ii) to the Purchase Agreement, to the extent the Buyer has assumed the obligation to pay such Cure Amounts, (B) orders for Prepaid Customer Inventory that were not disclosed to the Buyer in writing prior to or at Closing, to the extent the Buyer has assumed the obligation to fill such orders, and (C) customer credits that were not disclosed to the Buyer in writing prior to or at Closing, to the extent the Buyer has assumed the obligation to honor such undisclosed customer credits; and (iii) the Closing Cash and attaching all relevant backup materialsvalue, schedules and the illustration prepared determined item by item on an average cost basis, as set forth above, in detail reasonably acceptable to the Equityholder Representative. (ii) From and after the delivery of the Closing Balance Sheet and the Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access to the books and records Measurement Date of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differencesSeller's Prepaid Transit Inventory, if any, between the Closing Working Capitalwhich has not been received and accepted, the Closing Indebtedness and the Closing Cashin accordance with reasonable commercial standards, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may beBuyer. The fees and expenses of the Designated Accounting Firm Any remaining Escrowed Property shall be paid by Parent and the Equityholder Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared to the disputed items proposed Seller or remain in the Escrow Account until the Final Distribution (as defined in Section 3(g) below); and Buyer shall, by Parent written instrument acceptable in form and substance to Seller in its reasonable discretion, assign to Seller all of Buyer's right, title and interest in and to the Equityholder Representative, respectively), as determined by the Designated Accounting FirmAccounts Receivable that then remain outstanding.

Post-Closing Adjustment. (ia) As promptly as practicable, but in no event later than sixty Within ninety (6090) calendar days following the Closing Date, Parent Purchaser shall cause deliver the Statement of Closing Working Capital to be prepared Seller Parent. (b) From the Closing Date through the date on which the Statement of Closing Working Capital is finally determined in accordance with the Specified Accounting Principlesthis Section 1.4, Purchaser shall give, and delivered shall cause its controlled Affiliates to give, and instruct its Representatives and auditors to give (upon execution by Seller Parent and its Representatives of a customary access letter if required by Purchaser’s outside accountants), Seller Parent, its Affiliates, Representatives and auditors, upon reasonable advance notice, all such reasonable access (including electronic access, to the Equityholder Representative an unaudited balance sheet extent reasonably available) during normal business hours (or such other times as the Parties may agree) and in a manner so as not to unreasonably interfere with the conduct of the Company as of immediately prior to the Closing (the “Closing Balance Sheet”), together with a statement (the “Parent Closing Statement”) setting forth in reasonable detail ParentPurchaser’s calculation of each of (i) the Closing Working Capital, (ii) the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder Representative. (ii) From and after the delivery of the Closing Balance Sheet and the Parent Closing Statement, Parent, andbusiness, as necessarySeller Parent may reasonably require, any Affiliate of Parentat the Seller Parties’ sole expense, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access to the books and records of the Surviving Corporation Business and to the appropriate Transferred Employees and other personnel or representatives of Purchaser (or any successor theretoincluding but not limited to finance personnel) for to the purposes of: (A) enabling extent reasonably relating to the Equityholder Representative determination of the Statement of Closing Working Capital and the adjustments contemplated by this Section 1.4 and Seller Parent shall, and shall cause its controlled Affiliates to, and instruct its Representatives and auditors to, comply with the reasonable security, data privacy and data protection and insurance requirements of Purchaser and its accountants Affiliates. (c) Seller Parent shall have a period of twenty (20) Business Days after receipt of the Statement of Closing Working Capital to notify Purchaser of its election to accept or reject the Closing Working Capital set forth therein. In the case of a rejection, such notice must identify any disputed items (the “Disputed Items”) and advisors set forth the reasons that the Disputed Items are being disputed in reasonable detail and the amount of any requested adjustments relating to calculatethe Disputed Items. In the event no notice is received by Purchaser during such twenty (20) Business Day period, the Statement of Closing Working Capital as delivered by Purchaser shall be deemed accepted by the Seller Parties and final and binding on the Parties for purposes of this Section 1.4. In the event that Seller Parent shall timely reject the Statement of Closing Working Capital delivered by Purchaser, Purchaser and Seller Parent shall promptly (and in any event within thirty (30) Business Days following the date upon which Seller Parent shall reject the Statement of Opening Working Capital delivered by Purchaser), engage in good faith discussions concerning the Disputed Items and attempt to review Parent’s calculation of each make a joint determination of the Closing Working CapitalCapital and such determination and any required adjustments resulting therefrom shall be final and binding on the Parties for purposes of this Section 1.4, absent actual fraud. (d) In the Closing Indebtedness event Purchaser and Seller Parent shall be unable to resolve the Closing Cash; Disputed Items and (B) identifying any dispute related to the calculation of each agree upon a joint determination of the Closing Working CapitalCapital within thirty (30) days of Purchaser’s receipt of Seller Parent’s rejection notice, Seller Parent and Purchaser shall engage a nationally recognized independent public accounting firm as shall be mutually agreed by the Closing Indebtedness Parties (the “Accounting Arbitrator”) for resolution of the Disputed Items. The Accounting Arbitrator shall have authority hereunder to interpret this Section 1.4 and to engage legal counsel for legal advice relating to this Section 1.4 and the Closing Cash set forth in the Parent Closing StatementDisputed Items. (iiie) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute the Disputed Items by the Designated Accounting FirmArbitrator: (i) each of Seller Parent and Purchaser shall furnish or cause to be furnished to the Equityholder Representative Accounting Arbitrator any data, correspondence and other materials requested by the Accounting Arbitrator (so long as the other party also receives such data, correspondence and other materials simultaneously); (ii) each of Seller Parent and Purchaser shall have a reasonable be afforded the opportunity to meet with submit to the Designated Accounting Firm to provide their respective views as to any disputed issues Arbitrator a memorandum setting forth its position with respect to the calculation Disputed Items or make a presentation to the Accounting Arbitrator relating to the Disputed Items (so long as the other party also receives such memorandum simultaneously) and to discuss such Disputed Items with the Accounting Arbitrator in the presence of the other Party; (iii) no ex parte communications with the Accounting Arbitrator shall be initiated by either Party; (iv) the Accounting Arbitrator shall only decide the specific Disputed Items and the determination by the Accounting Arbitrator for each Disputed Item shall be equal to one of the values, or within the range between the values, assigned to such Disputed Item by the Parties as presented by Purchaser in the Statement of Closing Working Capital delivered pursuant to Section 1.4(a) and by Seller Parent in the rejection notice delivered pursuant to Section 1.4(b); (v) the Accounting Arbitrator shall make its determination for all remaining Disputed Items as of the Closing in accordance with GAAP, except as specifically adjusted for in the sample Statement of Closing Working Capital as set forth in Appendix B; and (vi) the determination by the Accounting Arbitrator shall be delivered in a written report setting forth the Accounting Arbitrator’s resolution of each Disputed Item to both Seller Parent and Purchaser within sixty (60) days of the engagement of the Accounting Arbitrator by the Parties, and such report shall include the calculations supporting such resolutions and be final and binding on the Parties for purposes of this Section 1.4. The fees and expenses of the Accounting Arbitrator shall be allocated to be paid by each Party based on the percentage of the portion of the total contested amount of Disputed Items not awarded to such Party in relation to the total amount of Disputed Items contested by the Parties, as determined by the Accounting Arbitrator. (f) If the Closing Working Capital as finally determined in accordance with the provisions of this Section 1.4 is less than the Estimated Closing Working Capital, then the amount of such difference shall be paid as an adjustment to the Purchase Price by the Seller Parties to Purchaser (subject to withholding tax unless provided with a withholding tax exemption certificate), by wire transfer in immediately available funds within seven (7) Business Days after such determination. If the Closing Indebtedness and Working Capital as finally determined in accordance with the provisions of this Section 1.4 is greater than the Estimated Closing Working Capital, then the amount of such difference shall be paid as an adjustment to the Purchase Price by Purchaser to the Seller Parties by wire transfer in immediately available funds within seven (7) Business Days after such determination. (g) Subject to Section 8.6(f), nothing in this Section 1.4 shall limit the Purchaser’s rights to make any claims for indemnification pursuant to Article VIII. (h) If at the Closing Cash; the Seller Parties unknowingly or inadvertently transferred to Purchaser a Purchased Asset that constituted a Current Asset as of the Closing and such asset was omitted from the calculation of Closing Working Capital (ii) an “Omitted Current Asset”), and if such omission was first discovered at any time following the Designated Accounting Firm shall determine final determination of the Closing Working Capital in accordance with Section 1.4(f), then, at any time prior to the Specified Accounting Principles within 30 calendar days date that is eighteen (18) months after the Closing Date, any Seller Party may notify Purchaser in writing of such referral andOmitted Current Asset and request payment by Purchaser to Seller Parent (or a designee thereof) of the value of such Omitted Current Asset. Purchaser shall have twenty (20) Business Days after receiving such request to accept or reject it, upon reaching and if the Purchaser agrees with the Seller Parties’ request regarding such determinationCurrent Omitted Asset and the value thereof, then the Purchaser shall deliver pay Seller Parent (or a copy of its calculations (the “Expert Calculations”designee thereof) an amount equal to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination value of each such Omitted Current Asset as of the Closing Working Capitalwithin twenty-five (25) Business Days after receiving such request. In the event that Purchaser shall timely reject such request, Purchaser and Seller Parent shall promptly (and in any event within thirty (30) Business Days of Purchaser’s rejection) engage in good faith discussions concerning the Closing Indebtedness Omitted Current Asset and value thereof and attempt to make a joint determination thereof. In the Closing Cash made by the Designated Accounting Firm event Purchaser and Seller Parent shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited unable to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid by Parent and the Equityholder Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based reach agreement on the disputed items as resolved by Omitted Current Asset and value thereof within thirty (30) days of Seller Parent’s receipt of Purchaser’s rejection notice, Seller Parent shall have the Designated Accounting Firm as compared right to the disputed items proposed by Parent and the Equityholder Representative, respectively), as determined by the Designated Accounting Firmpursue any other remedies available to it hereunder.

Post-Closing Adjustment. Within forty-five (i45) As promptly as practicable, but in no event later than sixty (60) calendar days following the Closing, Seller shall prepare and deliver to Buyer a balance sheet for the Division dated as of the Closing DateDate (the "Closing Balance Sheet"), Parent a profit and loss statement for the Division for the period commencing August 1, 1999 and ending on the Closing Date (the "Closing Profit and Loss Statement"), a detailed accounting of all prepaid expenses and accounts payable of the Business and all unbilled costs and expenses paid by Seller prior to Closing for Buyer's account with respect to importation of AEO Merchandise by Seller (the "Detailed Accounting") (the Closing Balance Sheet, the Closing Profit and Loss Statement and Detailed Accounting being collectively called the "Closing Financial Statements"), each of which shall cause to be prepared in a manner consistent with the Financial Statements and in accordance with generally accepted accounting principles. Following the Specified Accounting PrinciplesClosing, Buyer's Accountants and delivered to the Equityholder Representative an unaudited balance sheet of the Company as of immediately prior to the Closing (the “Closing Balance Sheet”), together with a statement (the “Parent Closing Statement”) setting forth in reasonable detail Parent’s calculation of each of (i) the Closing Working Capital, (ii) the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder Representative. (ii) From and after the delivery of the Closing Balance Sheet and the Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, Seller's Accountants shall have the right to refer review and audit the Closing Financial Statements. Buyer's Accountants shall notify Seller of their disagreement with any amount shown on or underlying the Closing Financial Statements within ninety (90) days following delivery thereof. In the event that Buyer's Accountants deliver notice of any disagreement, Buyer's Accountants and Seller and/or Seller's Accountants shall meet and attempt to resolve such dispute disagreement and to agree upon a mutually acceptable presentation of such statements and/or schedule. Should Buyer's Accountants and Seller and/or Seller's Accountants be unable to reach such an agreement within thirty (30) days after delivery by Buyer's Accountants of a notice of disagreement, the matter shall be submitted within five (5) business days following expiry of such thirty (30) day period to a nationally recognized "Big Five" accounting firm chosen selected by Parent Seller and Buyer or, if Buyer and Seller are unable to agree on such accounting firm within such five (5) business day period, the matter shall be submitted by the parties to Price Waterhouse Coopers on the first business day following expiry of such five (5) business day period, and the Equityholder Representative parties agree to use their best efforts to cause the decision of such third accounting firm to be rendered within thirty (30) days following such firm, or any successor thereto, being referred submission. The decision of such third accounting firm shall be conclusive and binding on the parties. The parties agree to herein effect appropriate adjustments between them based upon the Closing Financial Statements as the “Designated Accounting Firm”) after such 20th day. In connection with the they exist following resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital disagreement in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, foregoing. Seller shall deliver a copy of its calculations (bear the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees costs and expenses of Seller's Accountants, Buyer shall bear the Designated Accounting Firm shall be paid by Parent cost and expenses of Buyer's Accountants and, in the Equityholder Representative (on behalf event of any referral of a dispute to a third accounting firm in accordance with the Equityholders) from foregoing, Seller and Buyer agree to share equally the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared to the disputed items proposed by Parent costs and the Equityholder Representative, respectively), as determined by the Designated Accounting Firmexpenses of such third accounting firm. Section 3.04.

Post-Closing Adjustment. (a) Within 90 days after the Phase I Closing Date, the Purchaser will prepare and deliver to the Seller a written notice (the “Adjustment Notice”) containing (i) As promptly as practicable, but in no event later than sixty (60) calendar days following the Closing Date, Parent shall cause to be prepared in accordance with the Specified Accounting Principles, and delivered to the Equityholder Representative an unaudited combined balance sheet of the Company Phase I Business as of immediately prior the open of business on the Phase I Closing Date in each country and reflecting the exclusion of the Excluded Assets and Excluded Liabilities (the “Phase I Closing Balance Sheet”), (ii) (A) the Purchaser’s calculation of the Closing Net Working Capital of the Phase I Business, based on the Phase I Closing Balance Sheet (the “Phase I Closing Net Working Capital Statement”) and (B) reasonable written documentation supporting the basis of the Purchaser’s calculation of the Closing Net Working Capital for the Phase I Business, (iii) (A) the Purchaser’s calculation of Closing Net Cash based on the Closing Balance Sheet of the Phase I Business (the “Closing Net Cash Statement”) and (B) reasonable written documentation supporting the basis of the Purchaser’s calculation of the Closing Net Cash, and (iv) the Purchaser’s calculation of the amount of any payments required pursuant to Section 2.7(g) (the “Adjustment Calculation”). If the Phase II Closing shall have occurred, within 90 days after the Phase II Closing Date, the Purchaser will prepare and deliver to the Seller a further Adjustment Notice containing (i) an unaudited combined balance sheet of the Phase II Business as of the open of business on the Phase II Closing Date in such country and reflecting the exclusion of the Excluded Assets and Excluded Liabilities (the “Phase II Closing Balance Sheet” and, together with the Phase I Closing Balance Sheet, the “Closing Balance Sheet”), 21 (ii) (A) the Purchaser’s calculation of the Closing Net Working Capital of the Phase II Business, based on the Phase II Closing Balance Sheet (together with a statement (the Phase I Closing Net Working Capital Statement, the “Parent Closing Net Working Capital Statement”) setting forth in and (B) reasonable detail Parentwritten documentation supporting the basis of the Purchaser’s calculation of each of (i) the Closing Net Working CapitalCapital for the Phase II Business, (ii) the Closing Indebtedness and (iii) the Purchaser’s Adjustment Calculation. The Closing Cash and attaching all relevant backup materialsBalance Sheet, schedules the Closing Net Working Capital Statement and the illustration Closing Net Cash Statement will be prepared as set forth abovein accordance with the Accounting Methodologies and, to the extent not inconsistent therewith, in detail reasonably acceptable accordance with GAAP, in each case, applied on a basis consistent with the Financial Statements. For the avoidance of doubt, the Closing Net Working Capital shall be calculated on a country-by-country basis in local currency. During the 90-day period after each applicable Closing, the Seller will, and will cause each of its Affiliates engaged in the Business to, upon reasonable advance notice, provide the Purchaser and the Purchaser’s Representatives with reasonable access during normal business hours and without unreasonable interference with Seller’s and its Affiliates’ operation to the Equityholder Representativebooks, records, facilities and employees engaged in financial accounting and related functions for the Business as may be reasonably necessary for the Purchaser to prepare the Adjustment Notice. The foregoing covenant will not require the Seller to provide the Purchaser or its Representatives with access to any document or other communication that the Seller believes in good faith may be subject to any contractual confidentiality obligation or that may be covered by any attorney-client, work product or similar legal privilege (it being understood that the Seller shall use commercially reasonable efforts to obtain waivers or make other arrangements (including redacting information or entering into joint defense agreements) that would enable disclosure to the Purchaser to occur without so jeopardizing privilege or contravening any contractual duty obligation). (b) Within 60 days after the receipt of each Adjustment Notice, the Seller will deliver to the Purchaser a written response in which the Seller will either: (i) agree in writing with the applicable Adjustment Calculation, in which case such Adjustment Calculation will be final and binding on the parties for purposes of Section 2.7(g); or (ii) From and after dispute the delivery of the Closing Balance Sheet and the Parent Closing StatementAdjustment Calculation, Parentin whole or in part, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access delivering to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver Purchaser a written notice (a “Dispute Notice”) to Parent setting forth in reasonable detail with reasonable supporting documentation the basis for each disputed item therein and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, ParentSeller’s calculation of each the amount of any payments required pursuant to Section 2.7(g); provided, that if the Closing Working CapitalAdjustment Calculation is only disputed in part, the Closing Indebtedness and the Closing Cash set forth any items that are not disputed in the Parent Closing Statement shall Dispute Notice will be deemed final and binding on Parentthe parties for purposes of Section 2.7(g). 22 (c) During the 60-day period after the delivery of each applicable Adjustment Notice, the Equityholder Representative Purchaser will, and will cause each of its Affiliates engaged in the Business (including, following Closing, the Acquired Companies) to, upon reasonable advance notice, provide the Seller and the Company Stockholders for all purposes Seller’s Representatives with reasonable access during normal business hours and without unreasonable interference with the operation of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior Business to the expiration books, records, facilities and employees of the Review PeriodBusiness as the Seller may be reasonably required for the Seller to review the Adjustment Notice. The foregoing covenant will not require the Purchaser to provide the Seller or its Representatives with access to any document or other communication that the Purchaser believes in good faith may be subject to any contractual confidentiality obligation or that may be covered by any attorney-client, then work product or similar legal privilege (it being understood that the Equityholder Representative and Parent Purchaser shall use commercially reasonable efforts to reach agreement obtain waivers or make other arrangements (including redacting information or entering into joint defense agreements) that would enable disclosure to the Seller to occur without so jeopardizing privilege or contravening any contractual duty obligation). (d) If the Seller fails to take either of the actions set forth in Section 2.7(b) within 60 days after receipt of the Adjustment Notice, then the Seller will be deemed to have irrevocably accepted the applicable Adjustment Calculation, in which case, the applicable Adjustment Calculation will be final and binding on the calculation parties for purposes of each of Section 2.7(g). (e) If the Closing Working CapitalSeller timely delivers a Dispute Notice to the Purchaser, then the Closing Indebtedness Purchaser and the Closing CashSeller will attempt in good faith, for a period of 45 days following the Purchaser’s receipt of such Dispute Notice (the “Resolution Period”), to agree on the applicable Adjustment Calculation for purposes of Section 2.7(g). Any final agreement by the Purchaser and the Seller during the Resolution Period as applicableto any disputed items set forth in a timely delivered Dispute Notice will be final and binding on the parties for purposes of Section 2.7(g). If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness Purchaser and the Closing Cash within 20 calendar days after Seller do not resolve all disputed items set forth in such Dispute Notice by the end of the Review Resolution Period, then the Purchaser and the Seller will submit the remaining items in dispute to a mutually agreeable independent accounting firm of recognized international standing, which firm is not the regular auditing firm of the Purchaser, the Seller or their respective Affiliates. If the Purchaser and the Seller are unable to jointly select such independent accounting firm within 10 days after the expiration of the Resolution Period, the Equityholder RepresentativePurchaser, on the one hand, and the Seller, on the other hand, will each select an independent accounting firm of recognized international standing and such selected accounting firms will select a third independent accounting firm of recognized international standing, which firm is not the regular auditing firm of the Purchaser, the Seller or their respective Affiliates; provided, however, that if either the Purchaser, on the one hand, or Parentthe Seller, on the other hand, shall have the right fails to refer select such dispute to a nationally recognized independent accounting firm chosen during such 10 day period, then the parties will be deemed to agree that the independent accounting firm selected by Parent and the Equityholder Representative other party will be the independent accounting firm selected by the parties for purposes of this Section 2.7 (such selected independent accounting firm, whether pursuant to this sentence or any successor theretothe preceding sentence, being referred to herein as the “Designated Independent Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: ). (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated The Independent Accounting Firm will (A) act as an expert in accounting, and not as an arbitrator, to provide their respective views resolve only those items specifically set forth on a timely delivered Dispute Notice that remain in dispute as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral andtime, upon reaching such determinationand that have not been deemed pursuant to Sections 2.7(b), shall deliver a copy of its calculations (the “Expert Calculations”2.7(d) or 2.7(e) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parentthe parties, (B) render its determination in accordance with this Agreement and otherwise in accordance with the Equityholder Representative and Accounting Methodologies and, to the Company Stockholders for all purposes extent not inconsistent therewith, in accordance with GAAP, in each case, applied on a basis consistent with the Financial Statements, (C) not determine a value in respect of this Agreementany item in dispute which is greater than, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cashor less than, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, respective amounts in respect of such item set forth in the Parent Closing Statement, applicable Dispute Notice and in the applicable Adjustment Notice and (D) render its determination with respect to the items in dispute in a written report that specifies the conclusions 23 of the Independent Accounting Firm as to each item in dispute and the resulting applicable Adjustment Calculation. The Independent Accounting Firm will only render its determination with respect to the specific remaining accounting differences submitted to it and may rely only upon information submitted to it by or on behalf of the Purchaser or the Seller. The Purchaser and the Seller will each use their commercially reasonable efforts to cause the Independent Accounting Firm to render its determination within 30 days after referral of the disputed items on a timely delivered Dispute Notice to such firm or as soon thereafter as reasonably practicable. (ii) with respect to any specific discrepancy or disagreement, shall The Independent Accounting Firm’s determination of the applicable Adjustment Calculation as set forth in its report will be no greater than final and binding on the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may beparties for purposes of Section 2.7(g). The fees and expenses of the Designated Independent Accounting Firm shall will be paid shared by Parent the Purchaser and the Equityholder Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund Seller in inverse proportion as they may prevail (based on to the relative amounts of the disputed amount determined to be for the account of the Purchaser and the Seller, respectively. For example, should the items as resolved in dispute total an amount equal to $1,000 and the Independent Accounting Firm awards $600 in favor of the Seller’s position, 60% of the costs of its review would be borne by the Designated Purchaser and 40% of the costs would be borne by the Seller. (iii) For purposes of complying with this Section 2.7, the Purchaser and the Seller will furnish to the Independent Accounting Firm as compared such work papers and other documents and information relating to the disputed items proposed on a timely delivered Dispute Notice as the Independent Accounting Firm may request and are available; provided, that the Independent Accounting Firm has executed a customary confidentiality agreement relating to such furnishing of documents and information to the extent reasonably requested by Parent the Purchaser or the Seller. A copy of any such work papers and other documents and information provided by a party to the Independent Accounting Firm will be provided concurrently to the other party free of charge. Each party will be afforded the opportunity to present to the Independent Accounting Firm in its work papers and other documents and information any material related to the disputed items on a timely delivered Dispute Notice and to discuss such items with the Independent Accounting Firm, with any such presentation or discussion to be held in the presence of both the Purchaser and the Equityholder RepresentativeSeller and/or their respective Representatives. Notwithstanding anything herein to the contrary, respectivelythe dispute resolution mechanism contained in this Section 2.7(e) will be the exclusive mechanism for resolving any disputes regarding the Adjustment Calculation, other than the indemnification rights in respect of Selling Expenses. (f) The “Final Closing Net Working Capital” relating to each of the Phase I Closing and the Phase II Closing will be the calculation of the applicable Closing Net Working Capital contained in (i) the applicable Closing Net Working Capital Statement in the event that (A) no Dispute Notice is delivered by the Seller to the Purchaser within the applicable 60-day period specified in Section 2.7(d), (B) a timely delivered Dispute Notice does not dispute any items relating to the applicable Closing Net Working Capital Statement as determined contemplated by the Designated proviso in Section 2.7(b)(ii) or (C) the Seller and the Purchaser so agree in writing or (ii) the applicable Closing Net Working Capital Statement, as adjusted pursuant to the mutual agreement of the Seller and the Purchaser, or as adjusted by the Independent Accounting Firm, in each case, pursuant to Section 2.7(e), together with any other modifications to the applicable Closing Net Working Capital Statement mutually agreed upon in writing by the Seller and the Purchaser. The “Final Closing Net Cash” will be the calculation of the Closing Net Cash contained in (i) the Closing Net Cash Statement in the event that (A) no Dispute Notice is delivered by the Seller to the Purchaser within the 45-day period specified in Section 2.7(d), (B) a timely delivered Dispute Notice does not dispute any items relating to the Closing Net Cash Statement as contemplated by the proviso in Section 2.7(b)(ii) or (C) the Seller and the Purchaser so agree in writing or (ii) in the Closing Net Cash Statement, as adjusted pursuant to the mutual agreement 24 of the Seller and the Purchaser, or as adjusted by the Independent Accounting Firm, in each case, pursuant to Section 2.7(e), together with any other modifications to the Closing Net Cash Statement mutually agreed upon in writing by the Seller and Purchaser.

Post-Closing Adjustment. The Purchase Price shall be subject to adjustment after the Closing Date as follows: (ia) As promptly soon as practicablepracticable after the Closing Date, but in no event later more than sixty (60) calendar 60 days following after the Closing Date, Parent Buyer shall prepare, and shall cause Arthxx Xxxexxxx & Xo., Buyer's independent public accountants ("Buyer's Accountants"), to audit and issue their report on, (i) the balance sheet of the Purchased Business as of the Closing Date (the "Closing Balance Sheet") and (ii) the related statement of income of the Purchased Business for the twelve (12) month period then ended (collectively with the Closing Balance Sheet, the "Closing Financials"). The Closing Financials shall be prepared in accordance with generally accepted accounting principles (except as otherwise specifically identified on Schedule 2.3(a) hereto) applied in a manner consistent with the Specified Accounting Principles1995 Balance Sheet and the related statement of income of the Purchased Business as of June 30, 1995. The Closing Financials shall be accompanied by a certificate of the Buyer's Accountants confirming that such financial statements (i) have been prepared in accordance with generally accepted accounting principles applied in a manner consistent with the 1995 Balance Sheet and delivered the related statement of income and (ii) fairly and accurately present the financial condition and results of operations of the Purchased Business as of the Closing Date and for the twelve (12) month period then ended. (b) The Closing Financials shall be accompanied by a separate certificate (the "Working Capital Certificate"), prepared by the Buyer's Accountants, setting forth a computation of the Closing Working Capital Amount, as derived from the amounts set forth on the Closing Balance Sheet. As used herein, the term "Closing Working Capital Amount" shall mean the amount by which the total current assets of the Purchased Business (excluding finished goods inventories and prepaid expenses in respect of insurance) on the Closing Date (consisting of cash, accounts receivable, inventories of raw materials and work-in-process and prepaid expenses and "other assets" (as reflected under "long-term assets" on the Closing Balance Sheet) and including an increase in the inventory reserve of $36,000) exceed the total current liabilities of the Purchased Business on the Closing Date (excluding, however, the Excluded Liabilities and any accounts payable with respect to the Equityholder Representative an unaudited balance sheet Equipment which are outstanding on the Closing Date (but including, however, any late payment penalties, interest or similar amounts payable in respect of any such invoices)). Buyer's Accountants shall also deliver, simultaneously with the Company as Working Capital Certificate, a certificate pursuant to which they certify that (i) they have audited and verified to their satisfaction the amount of immediately all cash amounts actually paid by Seller prior to the Closing (Date with respect to the “Closing Balance Sheet”), together with a statement (the “Parent Closing Statement”) setting forth in reasonable detail Parent’s calculation of each of (i) the Closing Working Capital, Equipment and (ii) the Closing Indebtedness and net book value of the Equipment (iii) consisting of invoice price paid less accumulated depreciation), as reflected on the Closing Cash and attaching all relevant backup materials, schedules and Balance Sheet (the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder Representative"Final Equipment Purchase Price"). (iic) From To the extent that the Closing Working Capital Amount, as computed by the Buyer's Accountants and set forth on the Working Capital Certificate, is less than One Million Seven Hundred Forty-two Thousand Three Hundred Fifty-two Dollars ($1,742,352), Seller shall pay to Buyer, as a decrease in the Purchase Price for the Assets, an amount in cash equal to the full amount of such shortfall within 30 days after the delivery of the Working Capital Certificate or, in the event of any dispute related thereto, within 15 days after the final determination of such dispute pursuant to Section 2.3(i) below, as applicable. (d) To the extent that the Closing Working Capital Amount, as computed by the Buyer's Accountants and set forth on the Working Capital Certificate, is greater than One Million Seven Hundred Forty-two Thousand Three Hundred Fifty-two Dollars ($1,742,352), Buyer shall pay to Seller, as additional Purchase Price for the Assets, an amount in cash equal to the full amount of such excess within 30 days after the delivery of the Working Capital Certificate or, in the event of any dispute related thereto, within 15 days after final determination of such dispute pursuant to Section 2.3(i) below. (e) To the extent that the Final Equipment Purchase Price is less than the Preliminary Equipment Purchase Price, Seller shall pay to Buyer, as a decrease in the Purchase Price, an amount in cash equal to the full amount of such shortfall within 30 days after the delivery of the certificate described in the last sentence of Section 2.3(b) above or, in the event of any dispute related thereto, within 15 days after the final determination of such dispute pursuant to Section 2.3(i) below, as applicable. (f) To the extent that the Final Equipment Purchase Price is greater than the Preliminary Equipment Purchase Price, Buyer shall pay to Seller, as additional Purchase Price, an amount in cash equal to the full amount of such excess within 30 days after the delivery of the certificate described in the last sentence of Section 2.3(b) above or, in the event of any dispute related thereto, within 15 days after final determination of such dispute pursuant to Section 2.3(i) below. (g) Notwithstanding anything contained herein to the contrary, any amounts determined to be payable by one party to the other party pursuant to Section 2.3(c), (d), (e) and (f), above, shall be netted against each other, and only one payment, consisting of the resulting net amount, shall be payable by the relevant party on the applicable dates specified above. (h) In the event that any amount determined to be payable by any party as aforesaid is not paid by such party on the applicable payment date therefor, interest shall accrue and be payable on such amount at a rate equal to the prime rate of interest from time to time of Citibank, N.A., from the date on which such payment was due and payable hereunder until the date on which such amount is paid in full. (i) In the event that Seller shall dispute any item set forth in, or any item omitted from, the Closing Balance Sheet, or whether any of the computations set forth in the Working Capital Certificate or the certificate described in the last sentence of Section 2.3(b) above have been computed in accordance with the requirements of this Section 2.3, such dispute shall be resolved in accordance with the procedures set forth below. Within 30 days after receipt of the Closing Balance Sheet and such certificates, Seller shall give notice to Buyer setting forth in reasonable detail the Parent Closing Statementbasis for any such dispute or controversy. The Buyer's Accountants, Parenton behalf of Buyer, and Price Waterhouse, Seller's independent accountants ("Seller's Accountants"), on behalf of Seller, shall promptly commence good faith negotiations with a view to resolving such dispute or controversy, provided that, if such dispute or controversy shall not have been resolved by mutual agreement of their accountants within 15 days after Buyer's receipt of such notice, then Buyer and Seller shall jointly, within ten days' thereafter, appoint a national accounting firm other than their respective accountants to resolve such dispute or controversy and, as necessaryprovided further, any Affiliate that if the parties cannot agree on the selection of Parentsuch national accounting firm, they shall provide select such national accounting firm by lot from among the Equityholder Representative and any "Big-Six" accounting firms other than their respective accountants or advisors retained by the Equityholder Representative with reasonable access to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, so appointed being referred to herein as the “Designated Accounting Firm”"Neutral Accountants") after such 20th day. In connection with the resolution of any to resolve such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative or controversy. The Neutral Accountants shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide make their respective views determination as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles such dispute or controversy within 30 calendar days of such referral andafter their appointment. The Neutral Accountants shall act as arbitrators, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the their determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final final, binding and binding on Parent, the Equityholder Representative conclusive as between Buyer and the Company Stockholders for all purposes of this AgreementSeller, absent fraud or manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses disbursements of the Designated Accounting Firm parties' respective accountants shall be paid borne by Parent the party which retained them. The fees and disbursements of the Neutral Accountants shall be apportioned between Buyer and Seller as part of the determination of the relevant dispute or controversy, in such manner as the Neutral Accountants shall deem equitable in light of the issues raised and the Equityholder Representative degree to which Buyer or Seller shall have prevailed on each such issue, it being the parties' intention that the prevailing party should not bear such costs. (on behalf j) The Purchase Price to be paid hereunder, plus any relevant liabilities or other consideration deemed paid hereunder, shall be allocated among the Assets based upon a written fair market value appraisal prepared by Buyer's Accountants and approved by Buyer, and in accordance with applicable U.S. Federal and other income tax laws. Such allocation will be used by the parties for purposes of filing Form 8594 with the Internal Revenue Service. Notwithstanding the foregoing, Buyer and Seller have agreed that the portion of the EquityholdersPurchase Price specified in Schedule 2.30(j) from shall be allocated to the Equityholder Representative Expense Fund finished goods inventory of the Purchased Business and the Owned Real Property, respectively. Seller shall fully cooperate with Buyer's Accountants in inverse proportion as they any manner in which such accounting firm reasonably may prevail request. The parties agree that the form of the transactions provided for in this Agreement and in the ancillary agreements referred to in Section 2.5 hereof, and the consideration amounts provided for in this Agreement (based including, without limitation, Sections 2.1 and 2.2 hereof) and in the ancillary agreements referred to in Section 2.5(a)(ix) hereof, were arrived at on the disputed items as resolved basis of arm's-length negotiation among the parties, and will be respected by them for Federal, state, local and other tax reporting purposes, and that none of them will assert or maintain a position inconsistent with the Designated Accounting Firm as compared to the disputed items proposed by Parent and the Equityholder Representative, respectively), as determined by the Designated Accounting Firmforegoing.

Post-Closing Adjustment. The number of Escrow Shares will be subject to the following adjustment after the Closing in accordance with the following procedure: (ia) As promptly as practicable, but in no event later than sixty (60) calendar days following Promptly after the Closing Date, Parent shall cause Seller's independent auditors will prepare and present to Buyer a balance sheet of the Business as of the Closing Date (the "CLOSING DATE BALANCE SHEET" and as finally determined pursuant to paragraph (d) below, the "FINAL BALANCE SHEET"). The Closing Date Balance Sheet will be prepared in accordance with GAAP on a basis consistent with the Specified Accounting Principles, Balance Sheet and delivered to the Equityholder will be reviewed by Seller's independent auditors. The Representative an unaudited balance sheet of the Company as of immediately prior to will deliver the Closing (the “Closing Date Balance Sheet”), together with a statement (the “Parent Closing Statement”) setting forth in reasonable detail Parent’s calculation of each of (i) Sheet to Buyer no later than 45 days after the Closing Working Capital, (ii) the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder RepresentativeDate. (iib) From After the Closing Date, to prepare the Closing Date Balance Sheet, Seller's independent auditors will have full access, at all reasonable times and after the delivery in a manner not disruptive of the Closing Balance Sheet and ongoing operations of Buyer or the Parent Closing StatementSurviving Corporation, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access to the books books, records and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative properties acquired by Buyer hereunder. Buyer and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall independent auditors will have the right to refer review the work papers of Seller and its auditors utilized in preparing the Closing Date Balance Sheet. (c) If Buyer and Seller are unable to resolve any disagreement with respect to the Closing Date Balance Sheet within 30 days after the Representative receives a timely notice of disagreement, the items of disagreement alone shall be promptly referred for final determination to one of the "Big Five" accounting firms that does not have an existing relationship with either Buyer or Seller, or if such dispute firm is unable or unwilling to a nationally recognized make such final determination, to such other independent accounting firm chosen by Parent and as the Equityholder Representative parties mutually designate. (The accounting firm making such firm, or any successor thereto, being determination is referred to herein as the “Designated Accounting Firm”"INDEPENDENT ACCOUNTANTS"). (d) after such 20th day. In connection with The Closing Date Balance Sheet will become the Final Balance Sheet and will be deemed to be binding on Buyer and the Shareholders upon (i) Buyer's failure to deliver to the Representative a notice of disagreement within 30 days of its receipt of the Closing Date Balance Sheet, (ii) resolution of any such dispute disagreement by mutual agreement of the Designated Accounting Firm: (i) each parties after a timely notice of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect disagreement has been delivered to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and or (iii) notification by the Independent Accountants of their final determination of each the items of disagreement submitted to them. (e) If the amount of Working Capital reflected on the Final Balance Sheet exceeds the Working Capital reflected on the Preliminary Closing Working CapitalDate Balance Sheet, the Closing Indebtedness and Escrow Shares will be increased by such excess. In such event, Buyer will deliver to the Closing Cash made Escrow Agent a number of shares of Buyer Common Stock equal to the amount of such excess divided by the Designated Accounting Firm shall be final and binding Average Share Price up to the amount of any deduction pursuant to SECTION 1.2(a) (1). If the Working Capital reflected on Parentthe Final Balance Sheet, as finally determined, is less than the Working Capital reflected on the Preliminary Closing Date Balance Sheet, the Equityholder Representative and Escrow Shares will be decreased by the Company Stockholders for all purposes amount of this Agreement, absent manifest errorsuch difference divided by the Average Share Price. In calculating each of No fractional shares will be deposited to or distributed from the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder RepresentativeEscrow Fund, as the case may be. Any party who would otherwise be entitled to .50 or more of a share will instead receive one full share of Buyer Common Stock, and any party who would otherwise be entitled to less than .50 of a share will instead receive no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. consideration in respect of such fractional interest. (f) The fees and expenses disbursements of the Designated Accounting Firm shall Independent Accountants will be borne equally, one-half by Buyer and one-half by the Shareholders. Fees and disbursements to be borne by the Shareholders will be paid by Parent and the Equityholder Representative (on behalf Escrow Agent out of the Equityholders) from the Equityholder Representative Expense Escrow Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared an amount equal to the disputed items proposed by Parent amount of such fees and the Equityholder Representative, respectively), as determined by the Designated Accounting Firmdisbursements.

Post-Closing Adjustment. (ia) As promptly as practicable, but in no event later than sixty Within seventy-five (6075) calendar days following the Closing Date, Parent the Buyer shall cause to be prepared in accordance furnish the Sellers’ Representative with the Specified Accounting Principles, and delivered to the Equityholder Representative an unaudited a balance sheet of the Company as of immediately prior to the Closing Date on a post-Closing basis prepared in accordance with GAAP (the “Closing Balance Sheet”), together with a statement (which shall set forth the “Parent Closing Statement”) setting forth in reasonable detail Parent’s calculation of each of (i) Indebtedness for Borrowed Money, the Non-Ordinary Course Liabilities, and the Closing Working Capital, (ii) Capital and a schedule based upon the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as set Balance Sheet setting forth above, in detail reasonably acceptable any adjustments to the Equityholder Representative. Estimated Closing Adjustment (ii) From and after collectively, the delivery “Closing Adjustments”). The Sellers’ Representative shall assist the Buyer in the preparation of the Closing Balance Sheet and the Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained if reasonably requested by the Equityholder Representative with reasonable access to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing StatementBuyer. (iiib) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder The Sellers’ Representative shall deliver have a written notice period of fifteen (a “Dispute Notice”15) to Parent and the Escrow Agent during the 30-day period commencing upon days after receipt by the Equityholder Representative of the Closing Balance Sheet and to notify the Parent Buyer of its election to accept or reject the Closing Statement (Balance Sheet. In the “Review Period”). The Dispute Notice shall set forthcase of a rejection, such notice must contain the reasons for such rejection in reasonable detail, detail and must set forth the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration amount of the Review Period, Parent’s calculation of each requested adjustment. No rejection may be made by the Sellers’ Representative unless the requested adjustment is equal to or greater than ten percent (10%) of the Closing Working Capital, the Closing Indebtedness and the Closing Cash Adjustments set forth in the Parent Closing Statement Balance Sheet. In the event no notice is received by the Buyer during such fifteen (15) day period, the Closing Balance Sheet and any required adjustments resulting therefrom shall be deemed accepted by the Sellers’ Representative and final and binding on Parentthe Parties. In the event that the Sellers’ Representative shall timely reject the Closing Balance Sheet, the Equityholder Representative Buyer and the Company Stockholders for all purposes of this Agreement. Sellers’ Representative shall promptly (vand in any event within twenty-five (25) If days following the Equityholder date upon which the Sellers’ Representative delivers shall reject the Closing Balance Sheet), attempt to make a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each joint determination of the Closing Working Capital, the Closing Indebtedness Adjustments and the Closing Cash, as applicable. If the Equityholder Representative such determination and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm required adjustments resulting therefrom shall be final and binding on Parent, the Equityholder Parties. (c) In the event the Sellers’ Representative and the Company Stockholders for all purposes Buyer shall be unable to agree upon a joint determination of this Agreement, absent manifest error. In calculating each of Closing Adjustments within one hundred twenty (120) days from the Closing Working CapitalDate, then within one hundred thirty (130) days from the Closing Date, the Closing Indebtedness Buyer and the Closing Cash, Sellers’ Representative shall submit the Designated dispute to the Accounting Firm. The Buyer and the Sellers’ Representative shall request that the Accounting Firm render its determination prior to the expiration of one hundred sixty (160) days from the Closing Date and such determination and any required adjustments resulting therefrom shall be limited to addressing any particular disputes referred to in final and binding on all the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may beParties. The fees and expenses of the Designated Accounting Firm shall be allocated to be paid by Parent and the Equityholder Representative (on behalf Buyer and/or the Sellers, respectively, based upon the percentage which the portion of the Equityholders) from contested amount not awarded to each Party bears to the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved amount actually contested by the Designated Accounting Firm as compared to the disputed items proposed by Parent and the Equityholder Representative, respectively)Parties, as determined by the Designated Accounting Firm. (d) If the Closing Working Capital (as finally determined pursuant to Section 1.5(b) and (c)) is less than the Minimum Working Capital Target and (i) if the Estimated Working Capital was less than the Minimum Working Capital Target, then (A) if the Closing Working Capital is less than the Estimated Working Capital, then the Sellers shall pay the Buyer by wire in immediately available funds an amount equal to the Estimated Working Capital minus the Closing Working Capital; or (B) if the Closing Working Capital is greater than the Estimated Working Capital, then Buyer shall pay to the Stockholders by wire in immediately available funds an amount equal to the Closing Working Capital minus the Estimated Working Capital; or (ii) if the Estimated Working Capital was greater than or equal to the Minimum Working Capital Target and less than or equal to the Maximum Working Capital Target, then the Sellers shall pay the Buyer by wire in immediately available funds an amount equal to the Minimum Working Capital Target minus the Closing Working Capital; or (iii) if the Estimated Working Capital was greater than the Maximum Working Capital Target, then the Sellers shall pay the Buyer by wire in immediately available funds an amount equal to the sum of (x) the Minimum Working Capital Target minus the Closing Working Capital, and (y) the Estimated Working Capital minus the Maximum Working Capital Target. (e) If the Closing Working Capital (as finally determined pursuant to Sections 1.5(b) and (c)) is greater than or equal to the Minimum Working Capital Target and less than or equal to the Maximum Working Capital Target, and (i) if the Estimated Working Capital was less than the Minimum Working Capital Target, then the Buyer shall pay to the Stockholders by wire in immediately available funds an amount equal to the Minimum Working Capital Target minus the Estimated Working Capital; or (ii) if the Estimated Working Capital was greater than the Maximum Working Capital Target, then the Sellers shall pay to the Buyer an amount equal to the Estimated Working Capital minus the Maximum Working Capital Target; or (iii) if the Estimated Working Capital is greater than or equal to the Minimum Working Capital Target and less than or equal to the Maximum Working Capital Target, no adjustment shall be made. (f) If the Closing Working Capital (as finally determined pursuant to Sections 1.5(b) and (c)) is greater than the Maximum Working Capital Target, and (i) if the Estimated Working Capital was greater than the Maximum Working Capital Target, then (A) if the Closing Working Capital is greater than the Estimated Working Capital, then the Buyer shall pay to the Stockholders by wire in immediately available funds an amount equal to the Closing Working Capital minus the Estimated Working Capital; or (B) if the Closing Working Capital is less than the Estimated Working Capital, then the Sellers shall pay to the Buyer by wire in immediately available funds an amount equal to the Estimated Working Capital minus the Closing Working Capital. (ii) if the Estimated Working Capital was greater than or equal to the Minimum Working Capital Target and less than or equal to the Maximum Working Capital Target, then the Buyer shall pay to the Stockholders by wire in immediately available funds an amount equal to the Closing Working Capital minus the Maximum Working Capital Target. (iii) if the Estimated Working Capital was less than the Minimum Working Capital Target, then the Buyer shall pay the Stockholders by wire in immediately available funds an amount equal to the sum of (x) the Minimum Working Capital Target minus the Estimated Working Capital, and (y) the Closing Working Capital minus the Maximum Working Capital Target. (g) If the Indebtedness for Borrowed Money and/or the Non-Ordinary Course Liabilities determined pursuant to this Section 1.5 exceed the Indebtedness for Borrowed Money and/or the Non-Ordinary Course Liabilities, respectively, set forth on the Estimated Closing Balance Sheet, such excess shall be paid as an adjustment to the Closing Payment by the Sellers to the Buyer by wire transfer in immediately available funds. The adjustments described in Section 1.5(d), (e), (f) and (g) shall be referred to collectively as the “Post-Closing Adjustments”. Each Post-Closing Adjustment, if any, shall be paid by the applicable Party within seven (7) days after the determination of such adjustment. If the Sellers do not so pay to Buyer by the due date, such amounts due to Buyer shall be deemed Damages under Article IX hereof, which Damages together with interest at a rate of eight percent (8%) per annum shall be paid in full without regard to the limitations set forth in Sections 9.4 and 9.5.

Post-Closing Adjustment. Within fifteen (i15) As promptly as practicablebusiness days of the ----------------------- Closing, but the Company shall deliver to Parent, in no event later than sixty (60) calendar days following a form satisfactory to Parent, financial statements and other documentation necessary to determine the Closing Date, Parent shall cause to be prepared in accordance with the Specified Accounting Principles, and delivered to the Equityholder Representative an unaudited balance sheet total amount of liabilities of the Company outstanding as of immediately prior to the Closing (the “Closing Balance Sheet”), together with a statement (the “Parent Closing Statement”) setting forth in reasonable detail Parent’s calculation of each of (i) the Closing Working Capital, (ii) the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder Representative. (ii) From and after the delivery of the Closing Balance Sheet and Date (the "Closing Date Liabilities"). Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable have such access to the Company' books and records as it deems necessary to verify the amount of such Closing Date Liabilities. Based on the Closing Date Liabilities, the Holdback Shares payable to the Stockholders shall be reduced (the "Holdback Shares Adjustment") as follows: If the Closing occurs on or before February 4, 2000 (the "Anticipated Closing Date"), the Holdback Shares payable to the Stockholders shall be reduced, pro rata among the Stockholders based on their respective ownership of the Surviving Corporation Company Stock, on a dollar for dollar basis in an amount equal to the amount by which the Closing Date Liabilities exceed $15,000 in the aggregate if such excess has not been paid by the Stockholders personally, at their sole discretion. If the Closing occurs after the Anticipated Closing Date (or any successor thereto) other than due solely to the fault of Parent), the Holdback Shares payable to the Stockholders shall be reduced on a dollar for dollar basis in an amount equal to the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each total amount of the Closing Working Capital, Date Liabilities if the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each total amount of the Closing Working CapitalDate Liabilities has not been paid by the Stockholders personally, at their sole discretion. It shall not be considered the fault of Parent if the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any is delayed due to unanticipated issues that arise during Parent's due diligence review of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculationCompany. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid by Parent and the Equityholder Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared to the disputed items proposed by Parent and the Equityholder Representative, respectively), as determined by the Designated Accounting Firm.

Post-Closing Adjustment. (i) As promptly as reasonably practicable, but in no event later than sixty one hundred twenty (60120) calendar days following the Closing Date, Parent shall cause to be prepared in accordance with the Specified Accounting Principles, and delivered to the Equityholder Securityholder Representative an unaudited balance sheet of the Company as of immediately prior to the Closing (the “Closing Balance Sheet”), together with a statement (the “Parent Closing Statement”) setting forth in reasonable detail Parent’s proposed calculation of each the Adjustment Amount (including proposed calculations of (i) the Closing Working CapitalIndebtedness, (ii) the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materialsUnpaid Company Transaction Expenses) (the “Parent Closing Date Calculations”), schedules together with supporting calculations and the illustration prepared as set forth above, documentation for such calculations in detail reasonably acceptable to the Equityholder Representativereasonable detail. (ii) From and after During the delivery thirty (30) day period commencing upon receipt by the Securityholder Representative of the Closing Balance Sheet and the Parent Closing StatementStatement (the “Review Period”), Parent, and, as necessary, any Affiliate of Parent, Parent shall provide the Equityholder Securityholder Representative and any accountants or advisors retained by the Equityholder Securityholder Representative with reasonable access to the books and records of the Surviving Corporation (or any successor thereto) Company for the purposes of: of (A) enabling the Equityholder Securityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capitalof, the Adjustment Amount as reflected in the Parent Closing Indebtedness and the Closing Cash; Statement and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash Adjustment Amount set forth in the Parent Closing Statement. (iii) If the Equityholder Securityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash Adjustment Amount set forth in the Parent Closing Statement, then the Equityholder Securityholder Representative shall deliver a written notice (a an “Adjustment Dispute Notice”) to Parent and prior to the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative expiration of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Adjustment Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculationcalculation and the Securityholder Representative’s determination of the Adjustment Amount (including proposed calculations of Closing Indebtedness, Closing Cash and Unpaid Company Transaction Expenses). (iv) If the Equityholder Securityholder Representative does not deliver a an Adjustment Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash Adjustment Amount set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Securityholder Representative and the Company Stockholders Securityholders as the Adjustment Amount for all purposes of this Agreement. (v) If the Equityholder Securityholder Representative delivers a an Adjustment Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Securityholder Representative and Parent shall meet, confer and exchange any additional relevant information reasonably requested by the other Party regarding the computation of the Adjustment Amount for a period of twenty (20) days following the delivery of the Adjustment Dispute Notice to Parent, and use commercially reasonable best efforts to reach resolve by written agreement on (the calculation of each of “Agreed Modifications”) any differences as to the Closing Working CapitalAdjustment Amount. In the event Parent and the Securityholder Representative so resolve any such differences, the Adjustment Amount set forth in the Parent Closing Indebtedness and the Closing CashStatement, as applicableadjusted by the Agreed Modifications shall be final and binding as the Adjustment Amount for all purposes of this Agreement. If the Equityholder Securityholder Representative and Parent are unable to reach agreement on the calculation of each the Adjustment Amount within the twenty (20) day period following the delivery of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Adjustment Dispute Notice to Parent, on then either the other hand, shall have Securityholder Representative or Parent may submit the right objections to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative KPMG LLP (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th twentieth (20th) day. In resolving any disputed item, the Designated Accounting Firm (x) shall determine the Closing Indebtedness, Closing Cash and Unpaid Company Transaction Expenses in accordance with the respective definitions thereof, (y) shall limit its review to matters still in dispute as specifically set forth in the Adjustment Dispute Notice (and only to the extent such matters are still in dispute) and (z) shall act as an expert and not as an arbitrator. The Designated Accounting Firm shall be directed by Parent and the Securityholder Representative to resolve the unresolved objections as promptly as reasonably practicable in accordance with the terms of this Agreement, and, in any event, within thirty (30) days of such referral, and, upon reaching such determination, to deliver a copy of its calculations (the “Expert Calculations”) to the Securityholder Representative and Parent. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) , each of Parent Parent, the Securityholder Representative and the Equityholder Representative their respective advisors and accountants shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each the Adjustment Amount. The determination of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash Adjustment Amount made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Securityholder Representative and the Company Stockholders Securityholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (iA) shall reflect in detail the differences, if any, between the Closing Working Capital, calculation of the Closing Indebtedness Adjustment Amount reflected in the Adjustment Dispute Notice and the Closing Cash, as applicable, reflected therein and calculation of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, Adjustment Amount set forth in the Parent Closing Statement, Statement and (iiB) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Securityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Securityholder Representative as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid borne by Parent Parent, on the one hand, and the Equityholder Representative (Securityholder Representative, on behalf of the Equityholders) from Securityholders, on the Equityholder Representative Expense Fund other hand, in inverse proportion as they may prevail (based on the disputed items as matters resolved by the Designated Accounting Firm as compared to Firm, which proportionate allocation shall be calculated on an aggregate basis based on the disputed items proposed by Parent relative dollar values of the amounts in dispute and the Equityholder Representative, respectively), as shall be determined by the Designated Accounting Firm at the time the determination is rendered on the merits of the matters submitted to the Designated Accounting Firm. (vi) If the Adjustment Amount, as finally determined in accordance with this Section 2.06(b), is a negative number, then Parent shall permanently withhold an amount of Holdback Amount equal to the absolute value of the Adjustment Amount. In the event there is an insufficient amount of the Holdback Amount to satisfy the Adjustment Amount, Parent shall be entitled to recover directly from the Indemnitors (in proportion to their respective Pro Rata Shares) any unsatisfied portion of the Adjustment Amount. (vii) If the Adjustment Amount, as finally determined in accordance with this Section 2.06(b), is a positive number, then Parent shall promptly deposit with the Exchange Agent for disbursement to the Indemnitors (in proportion to their respective Pro Rata Shares and written allocation instructions provided by the Securityholder Representative) an amount in cash equal to the Adjustment Amount. (viii) To the extent permitted under applicable Tax law, any amount paid pursuant to this Section 2.06(b) shall be treated as an adjustment to the Aggregate Merger Consideration Value for all Tax purposes.

Post-Closing Adjustment. (ia) As promptly as practicable, but in no event later than sixty (60) calendar Within 180 days following after the Closing Date, Parent shall cause to be prepared in accordance with the Specified Accounting Principles, Purchaser will prepare and delivered deliver to the Equityholder Representative Seller written notice (the “Adjustment Notice”) containing (i) an unaudited balance sheet of the Company Seller as of immediately prior to the close of business on the Closing Date (the “Closing Balance Sheet”), together with a statement (the “Parent Closing Statement”) setting forth in reasonable detail Parent’s calculation of each of (i) the Closing Working Capital, (ii) the Purchaser’s calculation of the Closing Indebtedness Net Working Capital based on the Closing Balance Sheet and reflecting the exclusion of the Excluded Assets and Excluded Liabilities (the “Final Closing Net Working Capital”) and (iii) the Purchaser’s calculation of the amount of any payments required pursuant to Section 2.7(e) (the “Adjustment Calculation”). The Closing Cash and attaching all relevant backup materialsBalance Sheet will be prepared in accordance with GAAP, schedules and the illustration prepared as set forth abovePurchaser shall have caused the Closing Balance Sheet to have been reviewed or audited by its independent public accounting firm. Upon receipt of the Adjustment Calculation, the Seller and/or its attorneys or accountants will have the right upon not less than two (2) business days prior written notice and during normal business hours to inspect and copy any or all of Purchaser’s records related to the Closing Balance Sheet, the Final Closing Net Working Capital and the Adjustment Calculation, including all accountant work papers. Any inspection of Purchaser’s records requested by the Seller Representative shall be conducted at the expense of the Sellers, and Purchaser shall provide in advance (at no cost to Sellers except for reasonable copying and mailing costs) copies of all accounting reports of Purchaser bearing on the subject and related accountants work papers. (b) Within 30 days after delivery of the Adjustment Notice, the Seller will deliver to the Purchaser a written response in which the Seller will either: (i) agree in writing with the Adjustment Calculation, in detail reasonably acceptable to which case such calculation will be final and binding on the Equityholder Representative.parties for purposes of Section 2.7(e); or (ii) From and after dispute the delivery of the Closing Balance Sheet and the Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained Adjustment Calculation by the Equityholder Representative with reasonable access delivering to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver Purchaser a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, setting forth in reasonable detail, detail the principal basis for the dispute of each such calculationdisputed item and certifying that all such disputed items are being disputed in good faith. (ivc) If the Equityholder Representative does not deliver a Dispute Notice Seller fails to Parent prior to the expiration take either of the Review Period, Parent’s calculation of each foregoing actions within 30 days after delivery of the Closing Working CapitalAdjustment Notice, then the Seller will be deemed to have irrevocably accepted the Adjustment Calculation, in which case, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall Adjustment Calculation will be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders parties for all purposes of this AgreementSection 2.7(e). (vd) If the Equityholder Representative Seller timely delivers a Dispute Notice to Parent prior to the expiration of the Review PeriodPurchaser, then the Equityholder Representative Purchaser and Parent shall use commercially reasonable efforts the Seller will attempt in good faith, for a period of 30 days, to reach agreement agree on the calculation Adjustment Calculation for purposes of each of Section 2.7(e). Any resolution by the Closing Working Capital, the Closing Indebtedness Purchaser and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer Seller during such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views 30-day period as to any disputed issues items will be final and binding on the parties for purposes of Section 2.7(e). If the Purchaser and the Seller do not resolve all disputed items by the end of 30 days after the date of delivery of the Dispute Notice, then the Purchaser and the Seller will resolve the remaining items in dispute in accordance with respect Section 2.9 below. (e) If the Final Closing Net Working Capital as finally determined pursuant to this Section 2.7 is less than $3,000,000, then the Seller will pay to the calculation Purchaser the amount of each such difference in cash less the amount, if any, of any reduction in the Initial Purchase Price pursuant to Section 2.6(b) above. If the Final Closing Net Working Capital as finally determined pursuant to this Section 2.7 is greater than $3,000,000, then the Purchaser will pay to the Seller the amount of such difference in cash less the amount, if any, of any increase in the Initial Purchase Price pursuant to Section 2.6(b) above. (f) Any payment to the Purchaser pursuant Section 2.7(e) may be satisfied in the first instance by amounts deposited in escrow in connection with the determination of the Estimated Closing Net Working CapitalCapital pursuant to Section 2.6(b) and, any payment amount in excess of such escrow deposit shall be effected by wire transfer of immediately available funds to an account designated by the Purchaser. Any payment to the Seller pursuant to Section 2.7(e) will be effected by wire transfer of immediately available funds to an account designated by the Seller. Such payments will be made within five business days following the final determination of the Final Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Net Working Capital in accordance with this Section 2.7. (g) The purpose of this Section 2.7 is to determine the Specified Accounting Principles within 30 calendar days of such referral andfinal Initial Purchase Price to be paid by the Purchaser under this Agreement. Accordingly, any adjustment pursuant hereto will neither be deemed to be an indemnification pursuant to Article 9, nor preclude the Purchaser from exercising any indemnification rights pursuant to Article 9; provided, however, that in no event will the Seller or the Shareholders be obligated to indemnify any Purchaser Indemnified Party for any Loss as a result of, or based upon reaching such determinationor arising from, shall deliver a copy of its calculations (the “Expert Calculations”) any Liability, to the Equityholder Representativeextent, Parent and but only to the Escrow Agent; and (iii) extent, such Liability is reflected in the determination of each calculation of the Final Closing Net Working Capital, the Closing Indebtedness and the Closing Cash Capital as finally determined pursuant to this Section 2.7. Any payment made pursuant to this Section 2.7 will be treated by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders parties for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid by Parent and the Equityholder Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared an adjustment to the disputed items proposed by Parent Initial Purchase Price and the Equityholder Representative, respectively), as determined by the Designated Accounting Firmwill not be subject to offset for any reason.

Post-Closing Adjustment. (ia) As promptly as practicable, but in no event later than sixty Within one hundred twenty (60120) calendar days following the Closing Date, Parent AppNet shall cause Xxxxxx Xxxxxxxx ("AppNet's Accountant") to audit Kodiak's books to determine the accuracy of the information set forth on the Closing Financial Certificate (the "Post-Closing Audit"). The parties acknowledge and agree that for purposes of determining the Net Worth of Kodiak as of the Closing Date, the value of the assets of Kodiak shall, except with the prior written consent of AppNet, be prepared calculated as provided in the last sentence of Section 7.12 and in accordance with GAAP taking into account Kodiak's status as an S Corporation. The Stockholders shall cooperate and shall use their reasonable efforts to cause the Specified Accounting Principlesofficers and employees of Kodiak to cooperate with AppNet and AppNet's Accountant after the Closing Date in furnishing information, documents, evidence and delivered other assistance to AppNet's Accountant to facilitate the Equityholder Representative an unaudited balance sheet completion of the Company Post-Closing Audit within the aforementioned time period. In the event that AppNet's Accountant determines that the actual Net Worth of Kodiak as of immediately prior to the Closing (the “Closing Balance Sheet”), together with a statement (the “Parent Closing Statement”) setting forth in reasonable detail Parent’s calculation of each of (i) the Closing Working Capital, (ii) the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder Representative. (ii) From and after the delivery of the Closing Balance Sheet and Date was less than the Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of Net Worth set forth on the Closing Working CapitalFinancial Certificate, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative AppNet shall deliver a written notice (a “Dispute the "Financial Adjustment Notice”") to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set Stockholders setting forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each determination made by AppNet's Accountant of the Closing Working Capitalactual Net Worth of Kodiak (the "Actual Company Net Worth"), the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine Purchase Price that would have been payable at Closing pursuant to Sections 2.2.1 and 2.2.2 had the Actual Company Net Worth been reflected on the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral andFinancial Certificate, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each amount by which the Cash Payment would have been reduced at Closing had the Actual Company Net Worth been used in the calculations pursuant to Sections 2.2.1 and 2.2.2 (the "Adjustment"). The Purchase Price Adjustment shall take account of the Closing Working Capitalreduction, if any, to the Purchase Price already taken pursuant to Section 2.2.2. (b) The Stockholders shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify AppNet if the Stockholders dispute such Financial Adjustment Notice. If AppNet has not received notice of such a dispute within such 30-day period, AppNet shall be entitled to receive from the Stockholders the Adjustment, in cash, on the thirtieth day after receipt of the Financial Adjustment Notice. If, however, the Stockholders have delivered notice of such a dispute to AppNet within such 30-day period, then AppNet and the Stockholders shall, by mutual agreement, select an independent accounting firm that has not represented any of the parties hereto within the preceding two (2) years to review Kodiak's books, the Closing Indebtedness Financial Certificate and Financial Adjustment Notice (and related information) to determine the amount, if any, of the Adjustment. Such independent accounting firm shall be confirmed by the Stockholders and AppNet within five (5) days of its selection, unless there is an actual conflict of interest. The independent accounting firm shall make its determination and give AppNet and the Closing Cash made by Stockholders notice of its determination of the Designated Accounting Firm Adjustment, if any, within thirty (30) days of its selection. The determination of the independent accounting firm shall be final and binding on Parentthe parties hereto, and upon such determination, AppNet shall be entitled to receive from the Equityholder Representative Stockholders the Adjustment, in cash. The costs of the independent accounting firm shall be borne by the parties in direct proportion to the amount of the difference between each party's determination of Kodiak's Net Worth at Closing and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each determination of the Closing Working Capitalindependent accounting firm, or equally by AppNet and the Stockholders in the event that the determination by the independent accounting firm is equidistant between the Net Worth set forth on the Closing Indebtedness Financial Certificate and the Closing Cash, the Designated Accounting Firm shall be limited to addressing Actual Company Net Worth. If any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid by Parent and the Equityholder Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared to the disputed items proposed by Parent and the Equityholder Representative, respectively), as Adjustment is determined by the Designated Accounting Firmindependent accounting firm to be due, the Adjustment shall be payable to AppNet in cash by the Stockholders within 30 days after such determination.

Post-Closing Adjustment. (ia) As promptly as practicable, but in no event later than sixty Within one hundred twenty (60120) calendar days following the Closing Date, Parent the Buyer shall cause to be prepared in accordance furnish the Seller Representative with the Specified Accounting Principles, and delivered to the Equityholder Representative an unaudited a balance sheet of the Company as of immediately prior to the Closing Date on a post-Closing basis (the “Closing Balance Sheet”)) prepared in accordance with GAAP and consistent with the principles and procedures used in preparing the Balance Sheet, together with a statement (the “Parent Closing Statement”) setting which shall set forth in reasonable detail Parent’s calculation of each of (i) the Closing Working CapitalCapital of the Company, (ii) the Indebtedness for Borrowed Money, the Non-Ordinary Course Liabilities and, as applicable, the Closing Indebtedness and (iii) Working Capital Deficit or the Closing Cash and attaching all relevant backup materialsWorking Capital Surplus (collectively, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder Representative“Closing Adjustments”). (iib) From and The Seller Representative shall have a period of fifteen (15) days after the delivery receipt of the Closing Balance Sheet to notify the Buyer of its election to accept or reject the Closing Balance Sheet. In the case of a rejection, such notice must contain the reasons for such rejection in reasonable detail and must set forth the Parent Closing Statement, Parent, and, as necessary, any Affiliate amount of Parent, shall provide the Equityholder Representative and any accountants or advisors retained requested adjustment. In the event no notice is received by the Equityholder Representative with reasonable access to the books and records of the Surviving Corporation Buyer during such fifteen (or any successor thereto15) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculateday period, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement any required adjustments resulting therefrom shall be deemed accepted by the Seller Representative and the Sellers and final and binding on Parentthe Parties hereto. In the event that the Seller Representative shall timely reject the Closing Balance Sheet, the Equityholder Representative Buyer and the Company Stockholders for all purposes of this Agreement. Seller Representative shall promptly (vand in any event within thirty (30) If days following the Equityholder date upon which the Seller Representative delivers shall reject the Closing Balance Sheet), attempt to make a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each joint determination of the Closing Working Capital, the Closing Indebtedness Adjustments and the Closing Cash, as applicable. If the Equityholder Representative such determination and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm required adjustments resulting therefrom shall be final and binding on Parent, the Equityholder Parties hereto. (c) In the event the Seller Representative and the Company Stockholders for all purposes Buyer shall be unable to agree upon a joint determination of this Agreement, absent manifest error. In calculating each of Closing Adjustments within one hundred seventy (170) days from the Closing Working CapitalDate, then within one hundred eighty (180) days from the Closing Date, the Closing Indebtedness Buyer and the Closing Cash, Seller Representative shall submit the Designated dispute to the Accounting Firm. The Buyer and the Seller Representative shall request that the Accounting Firm render its determination prior to the expiration of two hundred forty (240) days from the Closing Date and such determination and any required adjustments resulting therefrom shall be limited to addressing any particular disputes referred to in final and binding on all the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may beParties hereto. The fees and expenses of the Designated Accounting Firm shall be allocated to be paid by Parent and the Equityholder Representative (on behalf Buyer and/or the Sellers, respectively, based upon the percentage which the portion of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared contested amount not awarded to each party bears to the disputed items proposed amount actually contested by Parent and the Equityholder Representative, respectively)such party, as determined by the Designated Accounting Firm. (d) If the Closing Working Capital as finally determined in accordance with the provisions of this Section 1.10 is less than the Estimated Working Capital, then the amount of the difference shall be paid by the Sellers to the Buyer, in proportion to their respective First Pro Rata Post-Closing Amounts, as an adjustment to the Merger Consideration by wire transfer in immediately available funds within seven (7) days after such determination. If the Closing Working Capital as finally determined in accordance with the provisions of this Section 1.10 is more than the Estimated Working Capital, then the amount of the difference shall be paid by the Buyer to the Sellers as an adjustment to the Merger Consideration by wire transfer in immediately available funds in proportion to their respective First Pro Rata Post-Closing Amounts within seven (7) days after such determination; provided, however, the aggregate amount paid by the Buyer pursuant to this Section 1.10(d) shall not be more than One Million Five Hundred Thousand Dollars ($1,500,000), such amount adjusted dollar-for-dollar, as applicable, (x) upwards by the amount of any Estimated Working Capital Deficit or (y) downwards by the amount of any Estimated Working Capital Surplus. (e) If the Indebtedness for Borrowed Money and/or the Non-Ordinary Course Liabilities determined pursuant to this Section 1.10 exceed the Indebtedness for Borrowed Money and/or the Non-Ordinary Course Liabilities, respectively, set forth on the Estimated Closing Balance Sheet, such excess shall be paid as an adjustment to the First Post-Closing Payment by the Sellers to the Buyer by wire transfer in immediately available funds within seven (7) days after such determination. If the Indebtedness for Borrowed Money and/or the Non-Ordinary Course Liabilities determined pursuant to this Section 1.10 are less than the Indebtedness for Borrowed Money and/or the Non-Ordinary Course Liabilities, respectively, set forth on the Estimated Closing Balance Sheet, such deficit shall be paid as an adjustment to the First Post-Closing Payment by the Buyer to the Sellers, in proportion to their respective First Pro Rata Post-Closing Amounts, by wire transfer in immediately available funds within seven (7) days after such determination. The adjustments described in Sections 1.10(d) and (e) shall be referred to collectively as the “Post-Closing Adjustment”. If either Party does not so pay to the other Party by the due date, such amounts shall be deemed Damages under Article IX hereof, which Damages together with interest at a rate of eight percent (8%) per annum shall be paid in full without regard to the limitations set forth in Sections 9.4 and 9.5 hereof.

Post-Closing Adjustment. Buyer shall conduct a physical inventory of (i) As promptly the Product Inventory as practicableof the Effective Time and (ii) the inventory included within the Transferred Assets, but in no event later other than sixty the Product Inventory, within fifteen (6015) calendar days following of the Closing Date, Parent to provide the information necessary for the determination of the Closing Net Working Capital as of the Closing Date. Buyer shall cause allow representatives of Seller to be observe, but not participate in, such physical inventory. As promptly as practicable after the Closing Date, and in any event not later than forty-five (45) days after the Closing Date, Buyer shall prepare and deliver to Seller (i) a statement (the "Closing Statement"), which shall set forth in reasonable detail (A) the Net Working Capital as of the Closing Date (the "Closing Net Working Capital") prepared in accordance with the Specified Accounting Principlesmethodology set forth on Exhibit G, and delivered to the Equityholder Representative an unaudited balance sheet (B) its calculations of the Company Adjustment Amount as of immediately prior to the Closing (the “Closing Balance Sheet”), together with a statement (the “Parent Closing Statement”described in Section 3.4(d) setting forth in reasonable detail Parent’s calculation of each of (i) the Closing Working Capital, and (ii) the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder Representative. (ii) From and after the delivery a copy of the schedule of Closing Balance Sheet Net Working Capital. Seller, at no cost to Buyer, shall give to Buyer and its authorized representatives reasonable access to such employees, offices, and other facilities and such books and records of Seller as are reasonably necessary to allow Buyer and its authorized representatives to prepare the Parent Closing StatementAdjustment Amount in compliance with this Section 3.4. Buyer, Parent, and, as necessary, any Affiliate of Parentat no cost to Seller, shall provide the Equityholder Representative all information reasonably requested by Seller and any accountants or advisors retained by the Equityholder Representative with shall give representatives of Seller reasonable access to the premises, employees and other facilities related to the Transferred Assets and to books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis Business as are reasonably necessary for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreementreviewing, verifying and auditing the Adjustment Amount. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid by Parent and the Equityholder Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared to the disputed items proposed by Parent and the Equityholder Representative, respectively), as determined by the Designated Accounting Firm.

Post-Closing Adjustment. Within thirty (i30) As promptly as practicable, but in no event later than sixty (60) calendar days following after the Closing Date, Parent Purchaser shall cause to be prepared in accordance provide Seller with an accounting statement, setting forth revenues received and expenses paid by Purchaser on and after the Specified Accounting Principles, and delivered Effective Date; to the Equityholder Representative an unaudited balance sheet of extent such revenue and expenses accrue and are attributable to the Company as of immediately Subject Property prior to the Effective Date. Within forty-five (45) days after the Closing (the “Closing Balance Sheet”)Date, together Seller shall provide Purchaser with a statement (the “Parent Post-Closing Accounting Statement”) , setting forth in reasonable detail Parent’s calculation of each of (i) the Closing Working Capital, (ii) the Closing Indebtedness revenues received and (iii) the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder Representative. (ii) From expenses incurred by Seller on and after the delivery of the Closing Balance Sheet and the Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access Effective Date; to the books extent such revenue and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative expenses accrue and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related are attributable to the calculation of each of the Closing Working Capital, the Closing Indebtedness Subject Property on and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, Effective Date and (ii) with respect revenues received and expenses paid by Purchaser on and after the Effective Date; to any specific discrepancy the extent such revenue and expenses accrue and are attributable to the Subject Property prior to the Effective Date. Purchaser shall have fifteen (15) days after its receipt of Seller’s Post-Closing Accounting Statement to review Purchaser’s records supporting the Post-Closing Accounting Statement. If revenues received by Seller plus the expenses paid by Purchaser exceed expenses incurred by Seller plus the revenues received by Purchaser, Seller shall pay the difference to Purchaser. If expenses incurred by Seller plus the revenues received by Purchaser exceed revenues received by Seller plus the expenses paid by Purchaser, Purchaser shall pay to Seller the difference. Seller or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder RepresentativePurchaser, as the case may be, shall tender to the other party all sums due to the other party within sixty (60) days after the issuance of the Post-Closing Accounting Statement. Subject to the terms hereof and no lower than except to the lower amount calculated extent same have already been taken into account as an adjustment hereinabove provided, all monies, proceeds, receipts, credits and income attributable to the ownership and operation of the Subject Property (i) for all periods of time from, and subsequent to, the Effective Date, shall be the sole property and entitlement of Purchaser, and to the extent received by Parent Seller, Seller shall after such receipt, fully disclose, account for and transmit same to Purchaser promptly, and (ii) for all periods of time prior to the Effective Date, shall be the sole property and entitlement of Seller, and, to the extent received by Purchaser, Purchaser shall fully disclose, account for and transmit same to Seller promptly. Subject to the terms hereof and the indemnities provided for in the Assignment and except to the extent same have already been taken into account as an adjustment, all costs, expenses, disbursements, obligations and liabilities attributable to the Subject Property (x) for periods of time prior to the Effective Date shall be the sole obligation of Seller, and Seller shall promptly pay, or if paid by Purchaser, promptly reimburse Purchaser for and hold Purchaser harmless from and against same, and (y) for periods of time from, and subsequent to, the Effective Date, regardless of when due or payable, shall be the sole obligation of Purchaser, and Purchaser shall promptly pay, or if paid by Seller, promptly reimburse Seller for and hold Seller harmless from and against same. The Parties agree that the Imbalances existing as of the Effective Date shall be determined and cash settled after Closing, in accordance with the applicable gas balancing agreement. Within thirty days after Closing, Seller and Purchaser shall make available to each other the necessary records to permit the audit of Imbalances, in accordance with the applicable gas balancing agreement. Seller and Purchaser shall attempt (in good faith) to resolve in writing any differences that they may have with respect to the Imbalances or the Equityholder Representative as audit. If, at the case may beend of one hundred (100) days after Closing, Seller and Purchaser have not reached agreement on such matters, the matters that remain in dispute shall be submitted to a neutral accountant (the “Accounting Referee”) for review and final binding resolution. The Accounting Referee shall be a certified public accountant who is an employee or partner of a recognized independent public accounting firm. The Accounting Referee shall render a decision resolving the matters in dispute within fifteen (15) days following their submission to the Accounting Referee. Seller and Purchaser shall each be responsible for one-half of the fees and expenses of the Designated Accounting Firm shall be paid by Parent and the Equityholder Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared to the disputed items proposed by Parent and the Equityholder Representative, respectively), as determined by the Designated Accounting FirmReferee.

Post-Closing Adjustment. (i) As promptly as practicable, but in no event later than sixty (60) calendar Within 180 days following after the Closing Date, Parent Bxxxx shall cause prepare and deliver to be prepared in accordance with Seller a statement setting forth its good faith calculation of Closing Working Capital (which shall not include, for the Specified Accounting Principlesavoidance of doubt, and delivered to the Equityholder Representative Additional Liability), which statement shall contain an unaudited audited balance sheet of the Company as of immediately prior the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Closing Working Capital (the “Closing Balance Sheet”), together with a statement (the “Parent Closing Working Capital Statement”) setting forth in reasonable detail Parent’s calculation and a certificate executed by the Chief Financial Officer of each of (i) Buyer stating that the Closing Working CapitalCapital Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies (iiincluding with respect to reserves) that were used in the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder Representative. (ii) From and after the delivery preparation of the Closing Balance Sheet and the Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of Interim Financial Statements. If the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing StatementCapital Statement is not so timely delivered, then the Equityholder Sellers’ Representative shall be permitted, within fifteen (15) calendar days after such 180th day, to prepare and deliver a written notice to Buyer setting forth the itemized amounts, if any, included in the Estimated Closing Working Capital calculation that, after giving effect to the Closing, the Sellers’ Representative disputes (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (such itemized amounts, the “Review PeriodSellers’ Representative Disputed Amounts” and such notice, together with the calculations contained therein, the “Sellers’ Representative Closing Notice”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation. (iv) If the Equityholder Sellers’ Representative does not deliver a Dispute such Sellers’ Representative Closing Notice on or prior to Parent such fifteenth (15th) calendar day, then the Estimated Closing Working Capital will be deemed final for all purposes of this Agreement. In the event that the Sellers’ Representative delivers to Buyer such Sellers’ Representative Closing Notice within such fifteen (15) calendar day period, Buyer will have fifteen (15) calendar days to review the Sellers’ Representative Closing Notice. If Buyer provides written notice to the Sellers’ Representative setting forth the itemized amounts, if any, included in the Sellers’ Representative Disputed Amounts to which Buyer objects, together with supporting documentation relating thereto, within such fifteen (15) calendar day period, then such disputed itemized amounts (but not any other amounts) shall be resolved in accordance with the procedures set forth in Section 3.3(c) mutatis mutandis. Unless Buyer delivers written notice to the Sellers’ Representative on or prior to the expiration fifteenth (15th) calendar day after Bxxxx’s receipt of the Review PeriodSellers’ Representative Closing Notice, Parent’s calculation of each of Buyer will be deemed to have accepted and agreed to the Sellers’ Representative Closing Working Capital, the Closing Indebtedness Notice and such statement (and the Closing Cash set forth in the Parent Closing Statement shall calculations contained therein) will be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm The post-closing adjustment shall determine be an amount equal to the Closing Working Capital in accordance with minus the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations Estimated Closing Working Capital (the “Expert CalculationsPost-Closing Adjustment”) ). If the Post-Closing Adjustment is a positive number, Buyer shall pay to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid by Parent and the Equityholder Sellers’ Representative (on behalf of the EquityholdersSellers) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared an amount equal to the disputed items proposed by Parent Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Sellers, severally and not jointly and in accordance with their Pro Rata Portion, shall pay to Buyer the Equityholder Representative, respectively), as determined by absolute value of the Designated Accounting Firmamount equal to the Post-Closing Adjustment.

Post-Closing Adjustment. (ia) As promptly as practicable, but in no event later than sixty Within one hundred twenty (60120) calendar days following after the Closing Date, Parent shall cause Purchaser shall, at its expense, prepare and deliver to be prepared in accordance with Sellers Representative a statement (the Specified Accounting Principles, and delivered to “Closing Statement”) calculating the Equityholder Representative an unaudited balance sheet of the Company Net Working Capital as of immediately prior to the Closing Closing, which shall be prepared in a manner consistent with Schedule 2.3(a) (the “Closing Balance SheetNet Working Capital”); provided, together with however, that a statement (the “Parent Closing Statement”) setting forth in reasonable detail Parent’s calculation of each of (i) failure by Purchaser to deliver the Closing Working Capital, Statement within such one hundred twenty (ii120) the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as set forth above, day period shall not impair Purchaser’s rights under this Section 2.4. Sellers Representative shall reasonably cooperate with Purchaser in detail reasonably acceptable to the Equityholder Representative. (ii) From and after the delivery its preparation of the Closing Balance Sheet and the Parent Closing Statement, Parent, and, including by making available individuals and such information as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained may be reasonably requested by the Equityholder Representative Purchaser in connection with reasonable access to the books and records Purchaser’s preparation of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iiib) If the Equityholder Sellers Representative disputes any amounts as shown on the calculation of any Closing Statement, Sellers Representative shall deliver to Purchaser within thirty (30) days after receipt of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver Statement a written notice (a the “Dispute Notice”) to Parent setting forth Sellers Representative’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each component, the difference and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet amount thereof and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis reasons therefor) for the dispute determination of such calculation. (iv) different amount. If the Equityholder Sellers Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working CapitalPurchaser within such thirty (30) day period, the Closing Indebtedness Statement (and the determination of Closing Cash set forth in the Parent Closing Statement Net Working Capital therein) prepared and delivered by Purchaser shall be deemed final and binding on Parent, to be the Equityholder Representative Final Closing Statement and the Company Stockholders for all purposes Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the terms of this Agreement. (v) If . Any component not disputed in the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder shall be treated as final and binding. Sellers Representative and Parent Purchaser shall use commercially reasonable efforts to reach agreement on resolve such differences within a period of thirty (30) days after Sellers Representative has given the calculation of each of the Closing Working CapitalDispute Notice. If Sellers Representative and Purchaser resolve such differences, the Closing Indebtedness Statement and the Closing Cash, as applicableNet Working Capital agreed to by Sellers Representative and Purchaser shall be deemed to be the Final Closing Statement and Final Closing Net Working Capital. If the Equityholder Sellers Representative and Parent are unable to Purchaser do not reach agreement a final resolution on the calculation of each of the Closing Working Capital, the Closing Indebtedness Statement and the Closing Cash Net Working Capital within 20 calendar thirty (30) days after Sellers Representative has delivered the end of the Review PeriodDispute Notice, unless Sellers Representative and Purchaser mutually agree to continue their efforts to resolve such differences, the Equityholder Neutral Accountant shall resolve such differences with respect to the applicable adjustment under this Section 2.4 pursuant to an engagement agreement among Sellers Representative, on the one handPurchaser, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Neutral Accountant (which Sellers Representative and Purchaser agree to execute promptly), in the manner provided in Section 2.6. Each of Sellers Representative and Purchaser shall be deemed to have executed such engagement agreement if it fails to do so within twenty (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”20) after such 20th daydays of receiving a draft thereof. In connection with the resolution The Closing Statement and determination of any such dispute Closing Net Working Capital therein determined by the Designated Accounting FirmNeutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. (c) Promptly, but no later than ten (10) Business Days after the final determination thereof, if the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) each of Parent and exceeds the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Estimated Net Working Capital, Purchaser shall pay an amount in cash equal to such excess amount to Sellers (in the Closing Indebtedness proportions and to the Closing Cashaccount or accounts specified in writing by the Sellers Representative); or (ii) is less than the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Estimated Net Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Sellers Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid by Parent and the Equityholder Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund Sellers, shall pay or cause to be paid an amount in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared cash equal to the disputed items proposed by Parent and the Equityholder Representative, respectively), as determined by the Designated Accounting Firmsuch shortfall to Purchaser.

Post-Closing Adjustment. (ia) As promptly as practicable, but in no event later than sixty Within forty-five (6045) calendar days Business Days following the Closing Date, Parent shall cause to be prepared Purchaser shall, acting reasonably and in accordance good faith, (i) prepare and provide Seller with the Specified Accounting Principles, and delivered to the Equityholder Representative an unaudited consolidated balance sheet of the Company NewCo as of immediately prior to March 31, 2017 (or such other date as may be agreed between the Parties in the event that the Closing Date is changed from April 3, 2017) taking into consideration the completion of the Reorganization (the “Closing Balance Sheet”), together ) which is made in accordance with a statement (the “Parent Closing Statement”) setting forth in reasonable detail Parent’s calculation of each of (i) the Closing Working Capital, Accounting Principles and (ii) inform Seller in writing of the amount of Net Debt and Working Capital of NewCo on a consolidated basis to be calculated based on the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder RepresentativeBalance Sheet. (iib) From and In the event Seller determines that the Closing Balance Sheet is not correct, Seller may, within thirty (30) Business Days after the delivery receipt of the Closing Balance Sheet and the Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement from Purchaser (the “Review Period”). The Dispute , notify Purchaser of such determination (“Notice shall set forthof Disagreement”), setting forth in reasonable detaildetail all relevant items, amounts and calculations contained or reflected in the principal basis for Closing Balance Sheet as to which Seller disagrees and the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of adjustments thereto which Seller reasonably believes should be made. During the Review Period, Parent’s calculation Purchaser shall reasonably cooperate with and assist, and cause the Share Transfer Subsidiaries to reasonably cooperate with and assist, Seller in the conduct of each of its review. Such cooperation and assistance shall include making available all relevant books and records, any supporting documentation for the determinations made in the Closing Working CapitalBalance Sheet and any other relevant information, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreementas reasonably requested by Seller. (vc) If Seller has delivered a Notice of Disagreement, the Equityholder Representative delivers Parties shall, for a Dispute Notice to Parent prior to the expiration period of thirty (30) Business Days after Purchaser’s receipt of the Review PeriodNotice of Disagreement (or any other period of time agreed in writing by the Parties), then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach an agreement on the calculation of each of disputed items, amounts or calculations. If and to the Closing Working Capitalextent that, during such period, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent Parties are unable to reach such agreement on the calculation of each all of the Closing Working Capitaldisputed items, then the remaining items in disagreement shall be submitted to KPMG AZSA LLC for resolution, acting as an accounting expert and not as an arbitrator, or if that firm is unwilling or unable to serve, Purchaser and Seller shall engage another mutually agreeable independent accounting firm of recognized national standing, which firm is not the regular auditing firm of Purchaser or Seller (such accounting firm, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Independent Accounting Firm”). Purchaser and Seller shall use their commercially reasonable efforts to cause the Independent Accounting Firm to resolve all disagreements as soon as practicable and in any event within twenty (20) Business Days after the date of appointment. The Independent Accounting Firm may address only those items and amounts which are identified in the Notice of Disagreement as being items which Purchaser and Seller are unable to resolve and the decision of the Independent Accounting Firm for each disputed item must be within the range of values assigned to each such 20th dayitem in the Closing Balance Sheet prepared by Purchaser and the Notice of Disagreement, respectively. In connection with the The resolution of any such the dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Independent Accounting Firm shall be final final, binding and binding non-appealable on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may beParties. The fees and expenses of the Designated Independent Accounting Firm shall be paid by Parent allocated between Purchaser, on the one hand, and Seller, on the Equityholder Representative (on behalf other hand, based upon the percentage which the portion of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared contested amount not awarded to each Party bears to the disputed items proposed amount actually contested by Parent and the Equityholder Representative, respectively)such Party, as determined by the Designated Independent Accounting Firm. For purposes of complying with this Section 3.3(c), Purchaser and Seller shall furnish to each other and to the Independent Accounting Firm such work papers and other documents and information relating to the disputed items as the Independent Accounting Firm may request and are available to that Party or its Affiliates (or its independent public accountants) and shall be afforded the opportunity to present to the Independent Accounting Firm any material related to the disputed items and to discuss the items with the Independent Accounting Firm. (d) The Closing Balance Sheet, and the amount of Net Debt and Working Capital of NewCo on a consolidated basis shall be fixed (i) upon written agreement of the Parties, (ii) when the Review Period lapses without a Notice of Disagreement or (iii) when they are determined pursuant to Section 3.3(c). (e) The Total Purchase Price shall be adjusted to an amount equal to the Pre-Adjustment Purchase Price (i) minus the Net Debt Difference if the Net Debt Difference is greater than zero, or plus the absolute value of the Net Debt Difference if the Net Debt Difference is less than zero, and (ii) plus the Working Capital Difference if the Working Capital Difference is greater than zero, or minus the absolute value of the Working Capital Difference if the Working Capital Difference is less than zero. No adjustment shall be made with respect to the Net Debt Difference if it is equal to zero or with respect to the Working Capital Difference if it is equal to zero. The “Net Debt Difference” means the amount equal to the amount of Net Debt of the Volt Business on a consolidated basis fixed pursuant to Section 3.3(d) minus the Base Net Debt. The “Working Capital Difference” means the amount equal to the Working Capital of the Volt Business on a consolidated basis fixed pursuant to Section 3.3(d) minus the Base Working Capital. The “Total Difference” is equal to the difference in the Pre-Adjustment Purchase Price minus the Total Purchase Price as adjusted pursuant to this paragraph.

Post-Closing Adjustment. (i) As promptly as reasonably practicable, but in no event later than sixty (60) calendar 90 days following the Closing Date, Parent Buyer shall cause prepare and deliver to be prepared in accordance with Sellers a statement (the Specified Accounting Principles, and delivered to the Equityholder Representative “Closing Statement”) containing an unaudited balance sheet of the Company as of immediately prior to the Closing Effective Time (the “Closing Balance Sheet”)) and calculations, together with a statement (the “Parent Closing Statement”) setting forth in reasonable detail Parent’s calculation of each detail, of (i) the Closing Working CapitalCompany Cash, (ii) the Closing Indebtedness and Company Indebtedness, (iii) Closing Unpaid Transaction Fees, (iv) Closing Net Working Capital derived from the Closing Cash Balance Sheet, and attaching all relevant backup materials, schedules (v) the Purchase Price pursuant to Section 2.1 based on the amounts described in clauses (i) through (iv) of this Section 2.3(b)(i) (the “Final Purchase Price”). The Closing Statement shall be prepared in accordance with the Accounting Methodologies and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder Representativeprovisions of this Agreement. (ii) From and after In the delivery event Sellers have any objections to all or any portion of the Closing Balance Sheet and Statement, Sellers shall, within 30 days of Sellers’ receipt of the Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access deliver to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver Buyer a written notice (a “Dispute Notice”) to Parent specifying in reasonable detail each item or amount that Sellers disputes (each, a “Disputed Item”), the amount in dispute for each Disputed Item and the Escrow Agent reasons supporting Sellers’ positions. Sellers shall be deemed to have agreed with all other items and amounts contained in the Closing Statement delivered pursuant to Section 2.3(b)(i) other than the Disputed Items. During the 30 days immediately following Buyer’s receipt of a Dispute Notice (the “Resolution Period”), Buyer and Sellers shall seek in good faith to resolve any differences that they may have with respect to the matters specified in the Dispute Notice. If Sellers and Buyer reach agreement with respect to any such Disputed Items, Buyer shall promptly revise the Closing Statement to reflect such agreement. If Buyer and Sellers are unable to resolve all of the Disputed Items during the Resolution Period, then Buyer and Sellers shall jointly engage and submit the unresolved Disputed Items (the “Unresolved Items”) to Xxxxx Xxxxxxxx, LLP (the “Independent Accountant”) for resolution in accordance with the terms of this Section 2.3(b). The Independent Accountant shall act as an accounting expert to determine, based solely on presentations by Buyer and Sellers and not by independent review, only the Unresolved Items still in dispute and shall be limited to those adjustments, if any, required to be made for the Closing Statement to comply with the provisions of this Agreement. Buyer and Sellers shall use their reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within 30 days after such items are submitted for review. The Independent Accountant shall make a determination with respect to the Unresolved Items only and in a manner consistent with this Section 2.3(b) and the Accounting Methodologies and the sample calculation of Net Working Capital attached in Schedule 1.1(a), and in no event shall the Independent Accountant’s determination of any of the Unresolved Items be for an amount that is outside the range of Buyer’s and Sellers’ disagreement for such Unresolved Item. Each party shall use its reasonable best efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items as the Independent Accountant may reasonably request and shall be afforded an opportunity to discuss the Unresolved Items with the Independent Accountant at such hearing as the Independent Accountant shall request or permit. The determination of the Independent Accountant shall be final, binding and conclusive upon Buyer and Sellers absent manifest error, and Buyer shall promptly revise the Closing Statement to reflect such determination upon receipt thereof. The fees, expenses and costs of the Independent Accountant shall be borne by Buyer and Sellers in the same proportion as the aggregate amount of the Unresolved Items that is unsuccessfully disputed by each (as determined by the Independent Accountant) bears to the total amount of the Unresolved Items submitted to the Independent Accountant. For example, if the total amount of the Unresolved Items submitted to the Independent Accountant for resolution in accordance with the terms of this Section 2.3(b) is $1,000, (y) the aggregate amount of the Unresolved Items resolved by the Independent Accountant in favor of Sellers is $600 and the total amount of fees, expenses and costs of the Independent Accountant in connection with such dispute is $100, then Buyer shall bear $60 of such amount and Sellers shall bear $40 of such amount. The Federal Rules of Evidence Rule 408 shall apply with respect to any communications and other correspondence during the 30-day period commencing upon receipt by after the Equityholder Representative Buyer’s delivery of the Closing Balance Sheet Statement to Sellers and the Parent Closing Statement (the “Review Period”). The any subsequent communications related thereto or any applicable related Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculationNotice. (iviii) If the Equityholder Representative does not deliver a Dispute Notice Each party shall use its reasonable best efforts to Parent prior provide promptly to the expiration other party all information and reasonable access to employees and representatives as such other party shall reasonably request in connection with review of the Review Period, Parent’s calculation of each of Estimated Closing Statement or the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses including all work papers of the Designated Accounting Firm accountants who audited, compiled or reviewed such statements or notices (subject to each party and its representatives entering into any customary undertakings required by the other party’s accountants in connection herewith), and shall otherwise cooperate in good faith with such other party to arrive at a final determination of the Closing Statement. (iv) Within five Business Days after the Closing Statement and Final Purchase Price is finalized pursuant to this Section 2.3(b), (i) if an Excess Amount exists, (A) the Excess Amount shall be paid out of the Escrow Funds in the Escrow Account (and Buyer and Sellers shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse such amount promptly from the Escrow Funds in the Escrow Account by wire transfer of immediately available funds to one or more accounts designated by Buyer), (B) Buyer and Sellers shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to promptly disburse the remainder (if any) of the then-remaining Escrow Funds in the Escrow Account by wire transfer of immediately available funds to one or more accounts designated by Sellers, (C) in the event that the Excess Amount exceeds the amount of the Escrow Funds, the Sellers shall pay (severally and jointly) to Buyer the amount of such deficit by wire transfer of immediately available funds to one or more accounts designated by Buyer; or (ii) if a Shortfall Amount exists, (A) Buyer and Seller shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to promptly disburse the Escrow Funds in the Escrow Account by wire transfer of immediately available funds to one or more accounts designated by Seller; and (B) Buyer shall pay, or cause the Company to pay, the Shortfall Amount, to Sellers by wire transfer of immediately available funds to one or more accounts designated by Sellers. Any amount to be paid by Buyer to Sellers, or by Sellers to Buyer, as applicable, pursuant to this Section 2.3(b) shall be paid by Parent and the Equityholder Representative (on behalf wire transfer of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved immediately available funds to an account designated by the Designated Accounting Firm receiving party and treated as compared an adjustment to the disputed items proposed by Parent and the Equityholder Representative, respectively), as determined by the Designated Accounting FirmPurchase Price for tax reporting purposes.

Post-Closing Adjustment. (ia) As promptly as practicable, but in no event later than sixty Within ninety (6090) calendar days following after the Closing Date, Parent shall cause to be prepared in accordance with the Specified Accounting Principles, Purchaser will prepare and delivered deliver to the Equityholder Seller Representative a written notice (the “Adjustment Notice”) containing (i) an unaudited consolidated balance sheet of the Company Acquired Companies as of immediately prior to the close of business on the Closing Date (the “Closing Balance Sheet”), together with a statement (the “Parent Closing Statement”) setting forth in reasonable detail Parent’s calculation of each of (i) the Closing Working Capital, (ii) the Purchaser’s calculation of the Closing Indebtedness Net Working Capital based on the Closing Balance Sheet (the “Final Closing Net Working Capital”), and (iii) the Purchaser’s calculation of the amount of any payments required pursuant to Section 2.3(e) (the “Adjustment Calculation”). The Closing Cash Balance Sheet will be prepared in a manner consistent with the methods and attaching all relevant backup materials, schedules and practices used to prepare the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder RepresentativeInterim Balance Sheet. (iib) From and Within thirty (30) days after the delivery of the Closing Balance Sheet and Adjustment Notice, the Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parent, shall provide Seller Representative may dispute the Equityholder Representative and any accountants or advisors retained Adjustment Calculation by the Equityholder Representative with reasonable access delivering to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver Purchaser a written notice (a “Dispute Notice”) setting forth in reasonable detail the basis for each disputed item, but only on the basis that the Purchaser’s calculation of the Final Closing Net Working Capital was not in a manner consistent with the methods and practices used to Parent prepare the Interim Balance Sheet, or that the Adjustment Calculation contains mathematical errors on its face. If the Seller Representative fails to deliver a Dispute Notice to Purchaser within thirty (30) days after delivery of the Adjustment Notice, then the Seller Representative will be deemed to have irrevocably accepted the Adjustment Calculation, in which case, the Adjustment Calculation will be final and binding on the parties. (c) If the Seller Representative timely deliver a Dispute Notice to the Purchaser, then the Purchaser and the Escrow Agent during Seller Representative will attempt in good faith to agree on the 30-day period commencing upon receipt Adjustment Calculation. If the Purchaser and the Seller Representative fails to resolve all disputed items by the Equityholder end of thirty (30) days after the date of delivery of the Dispute Notice, then the remaining items in dispute will be submitted to Whitley Penn for resolution, or if that firm is unwilling or unable to serve, the Purchaser and the Seller Representative will engage another mutually agreeable independent accounting firm of recognized national standing, which firm is not the regular auditing firm of the Purchaser or the Acquired Companies (such selected independent accounting firm, the “Independent Accounting Firm”). The Purchaser and the Seller Representative will each use its commercially reasonable efforts to cause the Independent Accounting Firm to render its written determination with respect to the items in dispute and the resulting Adjustment Calculation within thirty (30) days after the date of its appointment or as soon thereafter as reasonably practicable, which determination will be final and binding on the parties. The Purchaser will revise the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration calculation of the Review Period, Parent’s calculation of each of the Final Closing Net Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice Capital as appropriate to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with reflect the resolution of any such the issues in dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity pursuant to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may beSection 2.3(c). The fees and expenses of the Designated Independent Accounting Firm shall will be paid shared by Parent the Purchaser and the Equityholder Seller Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail to the relative amounts of the disputed amount determined to be for the account of the Purchaser and the Seller Representative, respectively. (based on d) For purposes of complying with this Section 2.3, the Purchaser and the Seller Representative will furnish to each other and to the Independent Accounting Firm such work papers and other documents and information relating to the disputed items as resolved by the Designated Independent Accounting Firm as compared may request and are available to that party (or its independent public accountants) and will be afforded the opportunity to present to the Independent Accounting Firm any material related to the disputed items proposed by Parent and to discuss the Equityholder Representative, respectively), as determined by items with the Designated Independent Accounting Firm. (e) If the Final Closing Net Working Capital as finally determined pursuant to this Section 2.3 is less than $428,786.00 (the “Net Working Capital Target”), then the Sellers will pay to the Purchaser the amount of such difference in cash. If the Final Closing Net Working Capital as finally determined pursuant to this Section 2.3 is greater than the Net Working Capital Target, then the Purchaser will pay to the Sellers the amount of such difference in cash. (f) Any payment made pursuant to this Section 2.3 will be treated by the parties for all purposes as an adjustment to the Initial Purchase Price and will not be subject to offset for any reason.

Post-Closing Adjustment. The Post-Closing Adjustment shall be paid to Parent or to the Company Holders as follows: (i) As If the Post-Closing Adjustment is a positive amount, then Parent shall promptly as practicable(and no later than five (5) Business Days following final determination thereof) pay to each Company Holder through the Paying Agent pursuant to the Paying Agent Agreement in cash an amount equal to the product of (A) the Post-Closing Adjustment multiplied by (B) such Company Holder’s Specified Percentage in accordance with the instructions provided in such Company Holder’s Letter of Transmittal; provided that, any amount to be paid to an Optionholder or to a holder of Company Restricted Stock pursuant to this paragraph shall instead be paid to the Surviving Corporation and then promptly (but in no event later than sixty four (604) calendar days following Business Days after such determination) remitted by the Closing DateSurviving Corporation to any such Optionholder or holder of Company Restricted Stock by check, Parent shall cause to be prepared in accordance with the Specified Accounting Principles, and delivered to the Equityholder Representative an unaudited balance sheet of the Company as direct deposit or wire transfer of immediately prior to the Closing (the “Closing Balance Sheet”), together with a statement (the “Parent Closing Statement”) setting forth in reasonable detail Parent’s calculation of each of (i) the Closing Working Capital, (ii) the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder Representativeavailable funds. (ii) From If the Post-Closing Adjustment is a negative amount, then, subject to the Letter Agreement, Parent and after the delivery Company Holders’ Representative shall promptly (and no later than four (4) Business Days following the final determination thereof) provide a joint written instruction to the Escrow Agent to deliver promptly from the Adjustment Escrow Account to Parent an amount equal to the lesser of the Post-Closing Balance Sheet Adjustment and the Parent Closing StatementAdjustment Escrow Amount, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access up to the books and records full amount of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing StatementAdjustment Escrow Amount. (iii) If the Equityholder Representative disputes the calculation of any of the Post-Closing Working CapitalAdjustment is zero, the Closing Indebtedness or the Closing Cash set forth no payment in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculationrespect thereof will be made. (iv) If Payments of the Equityholder Representative does not deliver Post-Closing Adjustment as a Dispute Notice to Parent prior result of this Section 3.13 will be deemed adjustments to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this AgreementMerger Consideration. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid by Parent and the Equityholder Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared to the disputed items proposed by Parent and the Equityholder Representative, respectively), as determined by the Designated Accounting Firm.

Post-Closing Adjustment. The Purchase Price set forth in Section 2.2 shall be subject to adjustment after the Closing Date as follows: (ia) As promptly as practicable, but in no event later than sixty Within thirty (6030) calendar days following after the Closing Date, Parent Purchaser shall cause deliver to be Seller a proposed closing balance sheet prepared as of the Closing Date in accordance with GAAP, consistently applied and on a basis consistent with the Specified Accounting Principles, accounting practices and delivered policies used by Seller to prepare the Equityholder Representative an unaudited balance sheet of the Company as of immediately prior to the Closing Reference Balance Sheet (the “Proposed Closing Balance Sheet”). In its preparation of the Proposed Closing Balance Sheet on a basis consistent with such accounting practices and policies used by Seller, together with Purchaser shall not apply or take into account any purchase accounting rules (including, without limitation, FAS 141R) and shall not include an allowance for loan and lease losses, a loan loss reserve or provision for loan losses greater than one and seventy-five one hundredths percent (1.75%) of gross loans as of the Closing Date. (b) The Seller shall deliver to the Purchaser within twenty (20) days after receiving the Proposed Closing Balance Sheet a detailed statement describing all of its objections (if any) thereto and sufficient details describing the basis therefor. Failure of the Seller to so object to the Proposed Closing Balance Sheet shall constitute acceptance thereof, whereupon such Proposed Closing Balance Sheet shall be deemed to be the Closing Balance Sheet. The Purchaser and the Seller shall use reasonable efforts to resolve any such objections, but if they do not reach a final resolution within thirty (30) days after the Purchaser has received the statement of objections, the Purchaser and the Seller shall select a nationally-recognized independent accounting firm, other than their respective regular independent accounting firms, mutually acceptable to them (the “Parent Closing StatementNeutral Auditors”) setting forth in reasonable detail Parent’s calculation of each of (i) to resolve any remaining objections. If the Closing Working Capital, (ii) the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materials, schedules Purchaser and the illustration prepared Seller are unable to agree on the choice of Neutral Auditors they shall select as set forth aboveNeutral Auditors a nationally-recognized accounting firm by lot (after excluding their respective regular independent accounting firms). The Neutral Auditors shall determine, in detail reasonably acceptable to within sixty (60) days after their appointment, whether the Equityholder Representative. (ii) From and after objections raised by the delivery of the Seller are valid. The Proposed Closing Balance Sheet and that is the Parent Closing Statement, Parent, and, as necessary, any Affiliate subject of Parent, shall provide the Equityholder Representative and any accountants or advisors retained objections by the Equityholder Representative with reasonable access to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement Seller shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital adjusted in accordance with the Specified Accounting Principles within 30 calendar days of such referral Neutral Auditors’ determination and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreementso adjusted, shall be no greater than the higher amount calculated Closing Balance Sheet. Such determination by Parent or the Equityholder Representative, as Neutral Auditors shall be conclusive and binding upon the case may be, Purchaser and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may beSeller. The fees and expenses of the Designated Accounting Firm Neutral Auditors shall be paid one-half by Parent the Purchaser and one-half by Sellers. (c) If the Closing Tangible Book Value is less than the Reference Tangible Book Value (as defined below), the Purchaser shall be entitled to receive an amount equal to such deficiency from the Holdback Amount in accordance with the Escrow Agreement. In the event that any portion of such deficiency remains outstanding after set off against the Holdback Amount pursuant to the foregoing sentence, the Seller shall pay to Purchaser the amount of the remaining deficiency by wire transfer in immediately available funds, within five (5) business days after the date such remaining deficiency is determined. (d) If the Closing Tangible Book Value is greater than the Reference Tangible Book Value, the Purchaser shall pay to the Sellers, as applicable, an aggregate amount equal to such excess, by wire transfer in immediately available funds, within five (5) business days after the date on which the Closing Balance Sheet is finally determined pursuant to this Section 2.5. (e) As used in this Section 2.5, “Reference Tangible Book Value” and “Closing Tangible Book Value” shall mean total assets (less Intangible Assets) minus total liabilities of the Bank as of the Reference Balance Sheet Date and the Equityholder Representative Closing Date (on behalf of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based reflected on the disputed items as resolved by the Designated Accounting Firm as compared to the disputed items proposed by Parent and the Equityholder RepresentativeClosing Balance Sheet), respectively), as determined by the Designated Accounting Firm.

Post-Closing Adjustment. (ia) As promptly as practicable, but in no event later than sixty (60) calendar Within 45 days following after the Closing DateDate (as defined in Section 1.7), Parent the Buyer shall cause to be prepared in accordance with the Specified Accounting Principles, and delivered deliver to the Equityholder Representative an unaudited Seller a balance sheet of the Company Corporation as of immediately prior to the Closing opening of business on February 15, 1999 (the “"Closing Date Balance Sheet”), together with a statement (the “Parent Closing Statement”") setting forth in reasonable detail Parent’s calculation of each of (i) the Closing Working Capital, (ii) the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder Representative. (ii) From and after the delivery of the Closing Balance Sheet and the Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may beBuyer. The fees and expenses of the Designated Accounting Firm audit shall be paid by Parent Buyer. Such balance sheet shall be prepared in accordance with generally accepted accounting principles consistently applied, with the inventory value determined in a manner consistent with the Latest Balance Sheet and as provided in this Section 1.6. There shall be accrued on the Equityholder Representative (Closing Date Balance Sheet an expense related to certain equipment repairs with respect to the B-axis on behalf the Mazak #1 and #2 machines. Such expense shall be determined by quote from Mazak. The inventory reflected on the Closing Date Balance Sheet shall be determined by a physical inventory taken as of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based start of business on the disputed items as resolved Closing Date and observed by the Designated Accounting Firm as compared representatives of the Buyer and Seller. The inventory will be valued at the lower of cost or market and shall consist of material, hardware and subcontract costs at their historical invoiced value; plus labor costs applied at a total hourly rate of $34.38 for work-in-progress and finished goods. The only inventory set forth on the Closing Date Balance Sheet shall be raw materials, work-in-progress and finished goods inventory for which there are current orders from customers or forecasted orders from Rockwell Air Transport, or included on Rockwell's annual purchase agreement. All other inventory shall be excluded and "Obsolete and Slow Moving Inventory." Obsolete and Slow Moving Inventory shall be subject to the disputed items proposed terms of Section 6.13. (b) If the Seller has any objections to the Closing Date Balance Sheet, he shall deliver to the Buyer a statement describing such objections within 15 days after Seller's receipt of the Closing Date Balance Sheet. If no objections are received within such 15 day period, the Closing Date Balance Sheet shall be deemed accepted by Parent Seller. Buyer and Seller shall use reasonable efforts to resolve any objections received during such 15 day period. In the Equityholder Representativeevent Buyer and Seller are unable to resolve such objections within a 15-day period following receipt by Buyer of Seller's objections, respectively)the Buyer and Seller shall, within ten days after such 15-day period, select a mutually acceptable nationally recognized accounting firm to resolve any remaining objections. The determination of such accounting firm shall be made within 30 days of the selection of such accounting firm and shall be conclusive and binding upon the parties hereto. The fees and expenses of such accounting firm shall be shared equally by Buyer and Seller. (c) If the aggregate book value of the Corporation, as determined reflected on the Closing Date Balance Sheet, as finally determined, is greater than the aggregate book value of the Corporation as reflected on the Latest Balance Sheet, less $191,990, the Purchase Price shall be adjusted upward by such amount and a corresponding adjustment to the Designated Accounting FirmNote shall be made as of the Closing. In the event the aggregate book value of the Corporation, as reflected on the Closing Date Balance Sheet, as finally determined, is less than the aggregate book value of the Corporation as reflected on the Latest Balance Sheet, less $191,990, the Purchase Price shall be adjusted downward by such amount and a corresponding adjustment to the Note shall be made as of the Closing. The finalization of the Closing Date Balance Sheet shall not affect any rights or remedies of Buyer under this Agreement. In the event a downward adjustment is in excess of the principal amount of the Note, such excess shall be paid by Seller to Buyer within five (5) days of final determination of such adjustment.

Post-Closing Adjustment. After the Closing, the Initial Purchase Price shall be adjusted in accordance with the following provisions: (a) No later than 90 days after the Closing Date, the Purchaser shall prepare, or cause to be prepared, and shall deliver to the Seller Representative a statement (the “Closing Statement”), which (i) shall attach a consolidated balance sheet of the Target Companies as of the Effective Time, prepared in accordance with GAAP applied on a basis consistent with past practice and the Accounting Principles and Illustration, (ii) shall set forth in reasonable detail the Purchaser’s calculation of the Tax Liability Amount (the “Closing Tax Liability Amount”), (iii) shall set forth in reasonable detail the Purchaser’s calculation of the BH Non-Blocker Tax Liability (the “Closing BH Non-Blocker Tax Liability”), (iv) shall set forth in reasonable detail the Purchaser’s calculation of the amount of Cash held by the Acquired Companies at the Effective Time, which shall not include any Cash used to fund the redemption of Class P Common Units of the Company pursuant to the Redemption Agreements (the “Closing Cash”), and (v) shall set forth in reasonable detail the Purchaser’s calculation of Net Working Capital at the Effective Time (the “Final Working Capital Amount”). From the date of delivery of the Closing Statement until the determination of the final adjustments provided for in this Section 1.04, the Purchaser shall cause the Company to give the Seller Representative such access to all relevant personnel, work papers, schedules, memoranda and other documents prepared by the Purchaser, the Company or their respective representatives during normal business hours as may be reasonably necessary in order to enable the Seller Representative to verify the amounts set forth in the Closing Statement. (b) The Seller Representative shall be entitled to dispute, on behalf of the Sellers, any amounts set forth in the Closing Statement if, but only if, the Seller Representative delivers a written notice (an “Objection Notice”) to the Purchaser within 30 days after its receipt of the Closing Statement in which it objects to one or more such amounts (the date upon which the Seller Representative delivers an Objection Notice to the Purchaser being hereinafter referred to as the “Objection Date”). The Objection Notice shall identify each amount to which the Seller Representative is objecting (each, a “Disputed Amount”) and set forth in reasonable detail the basis for the Seller Representative’s objection to each Disputed Amount. If the Seller Representative does not deliver an Objection Notice within 30 days after its receipt of the Closing Statement, the amounts set forth in the Closing Statement shall become final and binding on each of the parties. In addition, if the Seller Representative does deliver an Objection Notice, any item or amount set forth in the Closing Statement to which no dispute is raised in such Objection Notice will be final, conclusive and binding on the parties. (c) If the Seller Representative delivers an Objection Notice to the Purchaser within the time period specified in paragraph (b) above, the Purchaser and the Seller Representative shall attempt in good faith to agree upon each Disputed Amount during the period commencing on the Objection Date and ending 30 days thereafter (the “Negotiation Period”). If the Purchaser and the Seller Representative agree in writing prior to the expiration of the Negotiation Period on any Disputed Amount, such agreed amount shall be final, conclusive and binding on the parties and the payment provided for in paragraph (f) below shall be based upon such agreed amount. (d) If the Purchaser and the Seller Representative do not agree in writing during the Negotiation Period on any Disputed Amount or Disputed Amounts, each of the Purchaser and the Seller Representative shall submit to the other, at or before 5:00 p.m., Central time, on the third Business Day after the expiration of the Negotiation Period, a statement setting forth its calculation of each remaining Disputed Amount (each, an “Arbiter Objection Statement”), it being understood that if either party fails to deliver an Arbiter Objection Statement by 11:59 p.m., Central time, on such date, such party shall be deemed to have accepted and agreed to the Arbiter Objection Statement submitted by the other party (with the same effect as if the amounts set forth in such statement had been agreed upon by the parties pursuant to paragraph (c) above). All Disputed Amounts set forth in any Arbiter Statement shall be submitted to PricewaterhouseCoopers or, if such firm declines to serve as accounting arbiter or the parties agree in writing not to engage such firm, such other firm of independent public accountants as is mutually agreed upon by the Purchaser and the Seller Representative (in either case, the “Final Arbiter”), which firm shall be jointly engaged by the Purchaser and the Seller Representative to make a final and binding determination as to all such Disputed Amounts as promptly as practicable after its appointment. In determining the proper calculation of any Disputed Amounts, the Final Arbiter shall (i) be bound by the terms of this Section 1.04; (ii) limit its review to the matters in dispute specifically set forth in the documents submitted to the Final Arbiter pursuant to this Agreement (as well as any information provided to it in any meetings or telephone conferences that are held at the election of the Final Arbiter to address any issues or questions that arise in connection with the matters presented to it, it being understood that representatives of both the Purchaser and the Seller Representative shall be entitled to attend and participate in such meetings and telephone conferences); and (iii) further limit its review to whether the calculations in each Arbiter Objection Statement are based on amounts that are accurately derived from the accounting records of the Target Companies, contain mathematical errors and are otherwise calculated in accordance with this Agreement and the Accounting Principles and Illustration. The Final Arbiter may not increase the amount of any item in dispute above the highest amount set forth in the Arbiter Objection Statements nor decrease such amount below the lowest amount set forth in the Arbiter Objection Statements. The Final Arbiter shall send its written determination of each Disputed Amount to the Purchaser and the Seller Representative, and such determination and calculation shall be final and binding on each of the parties, absent fraud or manifest error. The fees and expenses of the Final Arbiter shall be allocated between the Seller Representative (on behalf of the Sellers) on the one hand and the Purchaser on the other hand (as determined by the Final Arbiter) to reflect the ratio for each such party or parties of (i) the portion of the total Disputed Amounts reflected in the Arbiter Objection Statements as to which the Arbiter found in favor of the other party or parties to (ii) the total Disputed Amounts reflected in the Arbiter Objection Statements. The Final Arbiter may not award damages, interest or penalties to any Party with respect to any matter. (e) Upon the final determination, in accordance with paragraph (c) or (d) above of the Closing Tax Liability Amount, the BH Non-Blocker Tax Liability, the Closing Cash and the Final Working Capital Amount, the Purchase Price shall be adjusted as follows: (i) With respect to the Tax Liability Amount: (A) if the Closing Tax Liability Amount is greater than the Estimated Tax Liability Amount, then an amount equal to the excess of (x) the Closing Tax Liability Amount over (y) the Estimated Tax Liability Amount shall be subtracted from the Initial Purchase Price; or (B) if the Closing Tax Liability Amount is less than the Estimated Closing Tax Liability Amount, then an amount equal to the excess of (x) the Estimated Closing Tax Liability Amount over (y) the Closing Tax Liability Amount shall be added to the Initial Purchase Price; (ii) With respect to the Closing Cash: (A) if the Closing Cash is greater than the Estimated Closing Cash, then an amount equal to the excess of (x) the Closing Cash over (y) the Estimated Closing Cash shall be added to the Initial Purchase Price; or (B) if the Closing Cash is less than the Estimated Closing Cash, then an amount equal to the excess of (x) the Estimated Closing Cash over (y) the Closing Cash shall be subtracted from the Initial Purchase Price; and (iii) With respect to Net Working Capital: (A) if the Final Working Capital Amount is greater than the Estimated Working Capital Amount, then an amount equal to the excess of (x) the Final Working Capital Amount over (y) the Estimated Working Capital Amount shall be added to the Initial Purchase Price; or (B) if the Final Working Capital Amount is less than the Estimated Working Capital Amount, then an amount equal to the excess of (x) the Estimated Working Capital Amount over (y) the Final Working Capital Amount shall be subtracted from the Initial Purchase Price; and (iv) with respect to the BH Non-Blocker Tax Liability: (A) if the Closing BH Non-Blocker Tax Liability is greater than the Estimated BH Non-Blocker Tax Liability, then an amount equal to the excess of (x) the Closing BH Non-Blocker Tax Liability over (y) the Estimated BH Non-Blocker Tax Liability shall be added to the Initial Purchase Price; or (B) if the Closing BH Non-Blocker Tax Liability is less than the Estimated BH Non-Blocker Tax Liability, then an amount equal to the excess of (x) the Estimated BH Non-Blocker Tax Liability over (y) the Closing BH Non-Blocker Tax Liability shall be subtracted from the Initial Purchase Price. (f) As promptly as practicable, but in any event no event later than sixty the third Business Day following final and binding determination of amount of the net adjustment to the Initial Purchase Price, if any, resulting from the operation of the provisions of paragraph (60e) calendar days following above (the Closing Date“Adjustment Amount”): (i) if the Adjustment Amount represents a decrease to the Initial Purchase Price, Parent the Seller Responsible Parties shall cause pay to be prepared the Purchaser, in accordance with the Specified Accounting Principlestheir Pro Rata Shares , and delivered an amount in cash, by wire transfer of immediately available funds, equal to the Equityholder Representative an unaudited balance sheet of the Company as of immediately prior to the Closing (the “Closing Balance Sheet”), together with a statement (the “Parent Closing Statement”) setting forth in reasonable detail Parent’s calculation of each of (i) the Closing Working Capital, (ii) the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder Representative.Adjustment Amount; (ii) From and after if the delivery Adjustment Amount represents an increase to the Initial Purchase Price, the Purchaser shall pay to the Seller Representative, for the account of the Closing Balance Sheet and the Parent Closing StatementSellers, Parentan amount in cash, andby wire transfer of immediately available funds, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access equal to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing CashAdjustment Amount; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement.or (iii) If if the Equityholder Representative disputes the calculation of Adjustment Amount is zero, no party shall make any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice payments pursuant to this paragraph (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”f). The Dispute Notice shall set forthInitial Purchase Price, in reasonable detail, the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cashplus or minus, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other handAdjustment Amount, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being be referred to herein as the “Designated Accounting FirmPurchase Price.”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid by Parent and the Equityholder Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared to the disputed items proposed by Parent and the Equityholder Representative, respectively), as determined by the Designated Accounting Firm.

Post-Closing Adjustment. (i) As promptly as practicable, but in no event later than sixty Within ninety (6090) calendar days following after the Closing Date, Parent Buyer shall cause deliver to be prepared in accordance with the Specified Accounting Principles, and delivered to the Equityholder Representative an unaudited Seller a balance sheet of the Company as of immediately prior to the Closing Effective Time (the “Closing Balance Sheet”), together with a written statement (the “Parent Closing Statement”) setting forth in reasonable detail ParentBuyer’s calculation proposed determinations of each of (i) the actual Closing Indebtedness, Transaction Expenses, Closing Cash, Working Capital, and the resulting calculations of the Net Working Capital Adjustment (iiincluding, as applicable, the NWC Surplus or the NWC Deficit) and the Closing Payment, in each case, as of the Effective Time and as derived from the Closing Balance Sheet. The Closing Balance Sheet and the Closing Statement shall be prepared in good faith by Seller in accordance with GAAP, in each case unless otherwise agreed by Seller and Buyer. If the amounts set forth on the Closing Statement differ from those set forth on the Estimated Closing Statement, then the Closing Statement shall include a statement showing (A) the specific line items in the Closing Cash, Working Capital, Closing Indebtedness and Transaction Expenses corresponding to such differences; (iiiB) the Closing Cash amount of each such line-item difference; and attaching all relevant backup materials(C) in reasonable detail, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder Representativefactual basis for each such difference. (ii) From and after As promptly as possible, but in any event no later than the delivery of fifth (5th) Business Day following the Determination Date, in accordance with Section 1.5(c), an adjustment to the Closing Balance Sheet and the Parent Closing Statement, Parent, and, Payment shall be made as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: follows: (A) enabling If the Equityholder Representative and its accountants and advisors Closing Payment as finally determined pursuant to calculateSection 1.5(c) is less than the Estimated Closing Payment, and to review Parent’s calculation of each then the absolute value of the Closing Working Capitaldifference shall, the Closing Indebtedness and the Closing Cashwithin five (5) Business Days, be paid to Buyer by Seller by wire transfer of immediately available funds to an account designated by Buyer in writing no later than five (5) Business Days prior to such payment; and or (B) identifying any dispute related If the Closing Payment as finally determined pursuant to Section 1.5(c) is greater than the Estimated Closing Payment, then Buyer shall, within five (5) Business Days, pay to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth account specified by Seller in the Parent Closing StatementFlow of Funds Memorandum an amount equal to such excess amount by wire transfer of immediately available funds. (iii) If the Equityholder Representative disputes the calculation of any of Seller hereby covenants and agrees to keep at least $10,000,000 in cash in its bank accounts from the Closing Working Capital, Date until the later of (x) the one hundred twentieth day (120th) day following the Closing Indebtedness or Date and (y) the date the Closing Cash Payment is finally determined pursuant to Section 1.5(c) (or, if such date is not a Business Day, until the immediately following Business Day); provided that Seller shall be allowed to distribute to its members the amount of cash in excess of Disputed Amount (if any) on the one hundred twentieth day (120th) day following the Closing Date. If Seller owes an amount to Buyer pursuant to Section 1.5(b)(ii)(A) and has not made such payment to Buyer in full within the timeframe set forth in the Parent Closing StatementSection 1.5(b)(ii), then Buyer shall have the Equityholder Representative shall deliver right to set off all or a written notice (a “Dispute Notice”) to Parent and portion of such unpaid amount from the Escrow Agent during Deferred Payment or the 30-day period commencing upon receipt by the Equityholder Representative Contingent Payments, provided that, regardless of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”unpaid amount due to Buyer pursuant to Section 1.5(b)(ii)(A). The Dispute Notice , such set off shall set forth, in reasonable detail, the principal basis for the dispute of such calculationno event be greater than $3,000,000. (iv) If the Equityholder Representative does not deliver a Dispute Notice Any payments made pursuant to Parent prior this Section 1.5(b) shall be treated as an adjustment to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute Initial Consideration by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made Parties for Tax purposes unless otherwise required by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid by Parent and the Equityholder Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared to the disputed items proposed by Parent and the Equityholder Representative, respectively), as determined by the Designated Accounting Firmapplicable Law.

Post-Closing Adjustment. (i) As promptly The Company has prepared and delivered to the Purchaser the Projected Closing Balance Sheet. The Projected Closing Balance Sheet sets forth calculations of the Projected Closing Working Capital (including a separate calculation of the Tax Accrual) and the amount of Company Indebtedness (including a separate calculation for Employee Obligations), Merger Expenses and Employee Transaction Related Expenses, in each case as practicableof the Closing and before giving effect to the payments to be made at the Closing pursuant to Section 2.4(b)(i)-(iii). The Projected Closing Balance Sheet (A) reflects the Company’s good faith determinations or estimates of the amounts set forth therein, but and (B) has been prepared in accordance with GAAP and on a basis consistent with, and with no event later than sixty changes in, the method of application of the Company’s accounting policies. (60ii) calendar Within 60 days following the Closing Date, Parent Purchaser shall cause to be prepared in accordance with the Specified Accounting Principles, prepare and delivered deliver to the Equityholder Representative an unaudited a balance sheet of the Company as of immediately prior the Closing (before giving effect to the payments to be made at the Closing pursuant to Section 2.4(b)(i)-(iii)) (the “Closing Balance Sheet,” and the balance sheet of the Company as of the Closing (before giving effect to the payments to be made at the Closing pursuant to Section 2.4(b)(i)-(iii)) that becomes final and binding on the parties hereto and the Company Securityholders pursuant to Section 2.3(b)(iii) or Section 2.3(b)(iv) being referred to as the “Final Closing Balance Sheet”), together which shall be prepared in accordance with GAAP and on a statement basis consistent with, and with no changes in, the method of application of the Company’s accounting policies as of the Closing. The Closing Balance Sheet shall set forth calculations of the Closing Working Capital (including a separate calculation of the Tax Accrual), Merger Expenses, Employee Transaction Related Expenses and the Company Indebtedness (including a separate calculation for Employee Obligations) as of the Closing before giving effect to the payments to be made at the Closing pursuant to Section 2.4(b)(i)-(iii) (such calculations, the “Closing Calculations”). (iii) The Closing Balance Sheet delivered by Purchaser and the Closing Calculations set forth therein shall be final and binding on each party hereto and the Company Securityholders, unless Purchaser receives from the Representative a written notice of objection on or prior to the 30th day after delivery to the Representative of the Closing Balance Sheet (the “Parent Closing StatementDispute Notice Period”) setting forth ). Such notice shall state in reasonable detail Parent’s calculation the item or items in dispute and shall state the amount, if any, of each of (i) any adjustment that should be made to the Closing Working CapitalBalance Sheet (the “Dispute Notice”). If, after delivery of a Dispute Notice, there is no dispute between Purchaser and the Representative regarding whether an upward or downward adjustment to Merger Consideration should be made, but rather the only dispute relates to the amount of such adjustment, then the lowest amount of adjustment proposed by either such party shall (iiA) if resulting in an increase in Merger Consideration, be deposited by Purchaser into the Closing Indebtedness Escrow Account, and (iiiB) if resulting in a decrease in Merger Consideration, be released to Purchaser from the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as set forth aboveEscrow Account, in detail reasonably acceptable to each case promptly following the Equityholder Representativedelivery of the Dispute Notice. (iiiv) From In the event of a dispute regarding the Closing Balance Sheet, Purchaser and the Representative shall each use reasonable good faith efforts to resolve any such objections and any such resolution shall be final and binding on all parties hereto and the Company Securityholders. If Purchaser and the Representative do not resolve any such dispute within 30 days after Purchaser’s receipt of the Dispute Notice (the “Dispute Date”), then either Purchaser or the Representative may, within 5 Business Days after the delivery Dispute Date, submit such unresolved dispute to the Neutral Accountant. The “Neutral Accountant” means Ernst & Young LLP or in the event that circumstances create an actual or potential conflict of interest that would impair the Neutral Accountant’s ability to impartially determine any issue presented to it pursuant to this Agreement or if the Neutral Accountant is otherwise unwilling or unable to provide such services, a nationally recognized certified public accounting firm mutually agreed upon by Purchaser and the Representative. Purchaser and the Representative shall direct the Neutral Accountant to resolve such remaining dispute within 30 days following such submission, and such resolution shall be final and binding on all parties hereto and the Company Securityholders. If neither Purchaser nor the Representative submits any such unresolved dispute to the Neutral Accountant within 5 Business Days after the Dispute Date, the midpoint between the value specified in the Closing Balance Sheet delivered by Purchaser and in the Dispute Notice delivered by the Representative for each disputed Closing Calculation shall be the amount of each such Closing Calculation for the purposes of the Final Closing Balance Sheet which shall be final and binding on all parties hereto and the Company Securityholders. The Neutral Accountant, in undertaking the tasks to be performed by it as provided herein, shall act as an expert and not as an arbitrator. The Neutral Accountant’s decision shall be based solely on the presentations by Purchaser and the Representative and not by independent review. The Neutral Accountant shall address only those matters in dispute and may not allow a value greater than the greatest value for such item claimed by either party or smaller than the smallest value for such item claimed by either party. The fees and expenses of the Neutral Accountant relating to a dispute pursuant to this Section 2.3(b)(iv) shall be borne by the Purchaser and the Representative (solely on behalf of the Company Securityholders) in proportion to the difference between the Merger Consideration (other than the Earn Out Amount and any adjustments pursuant to Section 7.8) determined by the Neutral Accountant and the respective amounts thereof asserted by the Purchaser and the Representative, respectively, at the time of the initial referral of such dispute to the Neutral Accountant. If issues in dispute are submitted to the Neutral Accountant for resolution, Purchaser and the Representative will furnish to the Neutral Accountant such work papers and other documents and information relating to the disputed issues as the Neutral Accountant may request and are available, and each will be afforded the opportunity to present to the Neutral Accountant any material relating to the determination and to discuss the determination with the Neutral Accountant. The determination by the Neutral Accountant of the Closing Balance Sheet and the Parent disputed Closing Statement, Parent, and, Calculations as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in a notice delivered by the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) Neutral Accountant to Parent Purchaser and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative all parties hereto and the Company Stockholders for all purposes Securityholders. The Neutral Accountant’s determination may be enforced through a court of this Agreementcompetent jurisdiction, absent manifest error. In calculating each but the substance of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm Neutral Accountant’s determination shall not be limited subject to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations review by a court of competent jurisdiction (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid by Parent and the Equityholder Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared to the disputed items proposed by Parent and the Equityholder Representative, respectivelyotherwise), as determined by the Designated Accounting Firm.

Post-Closing Adjustment. (i) As promptly as practicable, but in no event later than sixty (60) calendar days following After the Closing Date, Parent Seller shall cause to be prepared in accordance with the Specified Accounting Principles, permit Acirca and delivered to the Equityholder Representative an unaudited balance sheet of the Company as of immediately prior to the Closing Buyer (the “Closing Balance Sheet”and their accountants), together with a statement (the “Parent Closing Statement”) setting forth in at their expense, to visit and inspect Seller's properties and to examine its books of account and records, all at such reasonable detail Parent’s calculation of each of (i) the Closing Working Capitaltimes as may be requested by Acirca or Buyer, (ii) the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder Representative. (ii) From and after the delivery of the Closing Balance Sheet and the Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling purpose of confirming the Equityholder Representative and its accountants and advisors value of Saleable Inventory transferred to calculate, and to review Parent’s calculation of each of Buyer at the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”)Closing. The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 Within 75 calendar days after the end Closing Date, Acirca and Buyer shall prepare and deliver to Seller a closing inventory schedule that contains the actual value (calculated at the lower of standard or actual cost and in accordance with GAAP) as of the Review PeriodClosing Date of the Saleable Inventory (the "Final Saleable Inventory Amount"). Seller shall have a period of 30 days after its receipt of the Final Saleable Inventory Amount to dispute any amounts contained therein by delivering to Acirca and Buyer a written notice of objection (an "Objection Notice") identifying the amounts in dispute and setting forth a reasonably detailed explanation of the basis of Seller's dispute. If no Objection Notice is delivered to Acirca and Buyer within such 30-day period, the Equityholder RepresentativeFinal Saleable Inventory Amount delivered by Acirca and Buyer to Seller shall be final and binding upon the Parties. If an Objection Notice is delivered to Acirca and Buyer within such 30-day period, on the one handParties shall cooperate in good faith to resolve any amounts disputed by Seller. In the event that Acirca, or ParentBuyer and Seller are unable to resolve such dispute within 30 days after the date an Objection Notice was delivered to Acirca and Buyer, on then Acirca, Buyer and Seller shall refer the other hand, shall have the right to refer such issues in dispute to a nationally recognized accounting firm chosen of independent public accountants not then engaged by Parent Acirca, Buyer or Seller mutually agreeable to the Parties (the "Arbiter"). Acirca, Buyer and Seller shall submit their positions on the dispute to the Arbiter within 30 days after appointment as such, and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as Arbiter shall resolve the “Designated Accounting Firm”) dispute within 20 days after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations submission (the “Expert Calculations”) to the Equityholder Representative"Resolution Date"), Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm such resolution shall be final and binding on Parent, upon the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may beParties. The fees and expenses of the Designated Accounting Firm Arbiter shall be paid one-half by Parent Acirca and the Equityholder Representative (on behalf Buyer and one-half by Seller. Upon final determination of the EquityholdersFinal Saleable Inventory Amount, the purchase price shall be recalculated in the manner set forth in Section 1.4(a) from above substituting such Final Saleable Inventory Amount for the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on Estimated Saleable Inventory Amount, which new purchase price shall be the disputed items as resolved final "Purchase Price" for all other purposes under this Agreement. If the Purchase Price exceeds the Closing Purchase Price Buyer shall pay the amount of such excess to Seller within five Business Days after the Resolution Date, and if the Closing Purchase Price exceeds the Purchase Price Seller shall pay the amount of such excess to Buyer within five Business Days after the Resolution Date. Any such payment shall be made by wire transfer of immediately available funds to an account of the recipient designated by the Designated Accounting Firm as compared recipient in writing delivered by the recipient to the disputed items proposed by Parent and payor at least two Business Days prior to the Equityholder Representative, respectively), as determined by the Designated Accounting Firmdate of such payment.

Post-Closing Adjustment. (ia) As promptly as practicable, but in no event later than sixty (60) calendar Within 75 days following after the Closing Date, Parent shall cause to be prepared in accordance with the Specified Accounting Principles, will prepare and delivered deliver to the Equityholder Members’ Representative written notice (the “Adjustment Notice”) containing an unaudited consolidated balance sheet of the Company as of immediately prior to the close of business on the Closing Date (the “Closing Balance Sheet”), together with a statement (the “Parent Closing Statement”) setting forth in reasonable detail Parent’s calculation of each including detailed supporting calculations of (i) the Indebtedness of the Company less Members’ Subordinated Debt as of the Closing Working CapitalDate (the “Closing Indebtedness”), (ii) the Members’ Equity of the Company as of the Closing Indebtedness and Date (the “Closing Members’ Equity”), (iii) the Working Capital of the Company as of the Closing Cash Date (“Closing Working Capital”) and attaching all relevant backup materials(iv) Parent’s calculation of the amount of any Initial Merger Consideration adjustment required pursuant to Section 2.03(i) (“Adjustment Amount”), schedules if any. If Parent represents that no Adjustment Amount is due and required, the illustration Adjustment Notice shall so state. The Closing Balance Sheet, including the Closing Indebtedness, Closing Members’ Equity and Closing Working Capital, will be prepared in accordance with GAAP in a manner consistent with the methods and practices used to prepare the Estimated Balance Sheet, Estimated Indebtedness, Estimated Working Capital, and Estimated Members’ Equity. (b) Within 30 days after delivery of the Adjustment Notice, the Members’ Representative will deliver to Parent a written response in which the Members’ Representative will either: (i) agree in writing with the Closing Balance Sheet as set forth abovein the Adjustment Notice, in detail reasonably acceptable to which case such calculations of Closing Indebtedness, Closing Members’ Equity, Closing Working Capital and Adjustment Amount, if any, will be final and binding on the Equityholder Representative.parties for purposes of Section 2.03(i); or (ii) From and after the delivery of the Closing Balance Sheet and the Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review dispute Parent’s calculation of each of the Closing Indebtedness, Closing Members’ Equity, Closing Working CapitalCapital or Adjustment Amount, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capitalif any, the Closing Indebtedness and the Closing Cash as set forth in the Adjustment Notice by delivering to Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, setting forth in reasonable detail, detail the principal basis for the dispute of each such calculationdisputed item and certifying that all such disputed items are being disputed in good faith. (ivc) If the Equityholder Members’ Representative does not deliver a Dispute Notice fails to Parent prior to the expiration take either of the Review Periodforegoing actions within 30 days after delivery of the Adjustment Notice, then the Company will be deemed to have irrevocably accepted Parent’s calculation of each of the Closing Indebtedness, Closing Members’ Equity, Closing Working CapitalCapital and/or Adjustment Amount, the Closing Indebtedness and the Closing Cash if any, as set forth in the Parent Adjustment Notice, in which case such calculation of Closing Statement shall Indebtedness, Closing Members’ Equity, Closing Working Capital and Adjustment Amount will be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders parties for all purposes of this AgreementSection 2.03(i). (vd) If the Equityholder Members’ Representative delivers a Dispute Notice to Parent prior to the expiration within 30 days after delivery of the Review PeriodAdjustment Notice, then Parent and the Equityholder Members’ Representative and Parent shall use commercially reasonable efforts will attempt in good faith, for a period of 30 days, to reach agreement agree on the calculation calculations of each of the Closing Indebtedness, Closing Members’ Equity, Closing Working Capital, the Closing Indebtedness Capital and the Closing Cash, as applicableAdjustment Amount for purposes of Section 2.03(i). If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen Any resolution by Parent and the Equityholder Members’ Representative (during such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views 30-day period as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall items will be final and binding on Parentthe parties for purposes of Section 2.03(i). If Parent and the Members’ Representative do not resolve all disputed items by the end of 30 days after the date of delivery of the Dispute Notice, then Parent and the Members’ Representative will submit the remaining items in dispute to Hxxx & Associates, LLP, or if that firm is unwilling or unable to serve, Parent and the Members’ Representative will engage another mutually agreeable independent accounting firm of recognized national standing, which is not the regular auditing firm of Parent or the Company. If Parent and the Members’ Representative are unable to jointly select such independent accounting firm within 10 days after such 30-day period, Parent and the Members’ Representative will each select an independent accounting firm of recognized national standing and each such selected accounting firm will select a third independent accounting firm of recognized national standing, which is not the regular auditing firm of Parent or the Company (such selected independent accounting firm, whether pursuant to this sentence or the preceding sentence, the Equityholder “Independent Accounting Firm”). The Independent Accounting Firm will act as arbitrator to determine (based solely upon presentations made by Parent and the Members’ Representative and not by independent audit or review) only those items still in dispute. The Purchaser and the Company Stockholders for all purposes Members’ Representative will instruct the Independent Accounting Firm to render its determination with respect to the items in dispute in a written report that specifies the conclusions of this Agreement, absent manifest error. In calculating the Independent Accounting Firm as to each item in dispute and the resulting calculations and determination of the Closing Indebtedness, Closing Members’ Equity, Closing Working Capital, the Closing Indebtedness Capital and the Closing Cash, Adjustment Amount. The Purchaser and the Designated Members’ Representative will each use their commercially reasonable efforts to cause the Independent Accounting Firm shall be limited to addressing any particular disputes referred render its determination within 30 days after referral of the items to in the Dispute Noticesuch firm or as soon thereafter as reasonably practicable. The Expert Calculations (i) shall reflect in detail determinations of the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) Independent Accounting Firm with respect to any specific discrepancy or disagreementthe Closing Indebtedness, Closing Members’ Equity, Closing Working Capital and Adjustment Amount will be final and binding on the parties for purposes of Section 2.03(i). Parent will revise the Closing Balance Sheet and the calculation of the Closing Indebtedness, Closing Members’ Equity, Closing Working Capital and Adjustment Amount as appropriate to reflect the resolution of the issues in dispute pursuant to this Section 2.03 and Parent will provide instructions to the Escrow Agent consistent with such resolution. Any payment from the Escrow Fund for an Adjustment Amount shall be no greater than payable in Escrow Shares; provided, that, the higher amount calculated Members’ Representative may elect to have an Adjustment Amount paid from Proceeds or in other cash provided by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may beMembers in lieu of Escrow Shares. The fees and expenses of the Designated Independent Accounting Firm shall will be paid shared by Parent and the Equityholder Representative (on behalf Members in proportion to the relative amounts of the Equityholdersdisputed amount (as ultimately resolved) determined to be for the account of Parent and the Members, respectively. For example, if the final Adjustment Amount is forty percent (40%) of the Parent’s original Adjustment Amount as determined in accordance with Section 2.03(a), the Members shall pay forty percent (40%) of the fees and expenses of the Independent Accounting Firm and Parent shall pay the remaining sixty percent (60%) of such fees and expenses. (e) For purposes of complying with this Section 2.03, Parent and the Members’ Representative will furnish to each other and to the Independent Accounting Firm such work papers and other documents and information relating to the disputed issues as the Independent Accounting Firm may request and as are available to that party (or its independent public accountants) and each party will be afforded the opportunity to present to the Independent Accounting Firm any material related to the disputed items and to discuss the items with the Independent Accounting Firm. Parent must require that the Independent Accounting Firm enter into a customary form of confidentiality agreement with respect to the work papers and other documents and information regarding the matters, including financial information contained in the Adjustment Notice and Dispute Notice, provided to the Independent Accounting Firm pursuant to this Section 2.03. (f) If the Closing Indebtedness as finally determined in accordance with this Section 2.03 is less than or equal to $49,400,000, then no adjustment shall be made. If the Closing Indebtedness as finally determined pursuant to this Section 2.03 is greater than the $49,400,000, then the Members will pay to Parent the amount of such difference pursuant to Section 2.03(i) below. (g) If the Closing Working Capital is less than 13.0% of the average annualized monthly revenues of the Company using the three (3) completed months immediately preceding the Closing Date (the “Target Working Capital”), an example of the calculation of which is set forth on Schedule 2.03(g) for the period ending June 30, 2006, then the Members will pay to Parent the amount of such difference pursuant to Section 2.03(i) below. (h) All payments required to be made by the Members, on a pro rata basis in proportion to each Member’s share (carried to five decimal places) of the Company Interests, pursuant to Sections 2.03(f) and 2.03(g) will be satisfied by payment from the Equityholder Representative Expense Fund in inverse proportion as they may prevail Escrow Shares (based on the disputed items Escrow Per Share Market Value (as resolved by defined below) of the Designated Accounting Firm as compared to Parent Common Stock at such time) in accordance with the disputed items proposed by Parent and terms of the Equityholder Representative, respectively), as determined by the Designated Accounting Firm.Escrow Agreement or otherwise as

Post-Closing Adjustment. (a) Within 90 days after the Phase I Closing Date, the Purchaser will prepare and deliver to the Seller a written notice (the “Adjustment Notice”) containing (i) As promptly as practicable, but in no event later than sixty (60) calendar days following the Closing Date, Parent shall cause to be prepared in accordance with the Specified Accounting Principles, and delivered to the Equityholder Representative an unaudited combined balance sheet of the Company Phase I Business as of immediately prior the open of business on the Phase I Closing Date in each country and reflecting the exclusion of the Excluded Assets and Excluded Liabilities (the “Phase I Closing Balance Sheet”), (ii) (A) the Purchaser’s calculation of the Closing Net Working Capital of the Phase I Business, based on the Phase I Closing Balance Sheet (the “Phase I Closing Net Working Capital Statement”) and (B) reasonable written documentation supporting the basis of the Purchaser’s calculation of the Closing Net Working Capital for the Phase I Business, (iii) (A) the Purchaser’s calculation of Closing Net Cash based on the Closing Balance Sheet of the Phase I Business (the “Closing Net Cash Statement”) and (B) reasonable written documentation supporting the basis of the Purchaser’s calculation of the Closing Net Cash, and (iv) the Purchaser’s calculation of the amount of any payments required pursuant to Section 2.7(g) (the “Adjustment Calculation”). If the Phase II Closing shall have occurred, within 90 days after the Phase II Closing Date, the Purchaser will prepare and deliver to the Seller a further Adjustment Notice containing (i) an unaudited combined balance sheet of the Phase II Business as of the open of business on the Phase II Closing Date in such country and reflecting the exclusion of the Excluded Assets and Excluded Liabilities (the “Phase II Closing Balance Sheet” and, together with the Phase I Closing Balance Sheet, the “Closing Balance Sheet”), (ii) (A) the Purchaser’s calculation of the Closing Net Working Capital of the Phase II Business, based on the Phase II Closing Balance Sheet (together with a statement (the Phase I Closing Net Working Capital Statement, the “Parent Closing Net Working Capital Statement”) setting forth in and (B) reasonable detail Parentwritten documentation supporting the basis of the Purchaser’s calculation of each of (i) the Closing Net Working CapitalCapital for the Phase II Business, (ii) the Closing Indebtedness and (iii) the Purchaser’s Adjustment Calculation. The Closing Cash and attaching all relevant backup materialsBalance Sheet, schedules the Closing Net Working Capital Statement and the illustration Closing Net Cash Statement will be prepared as set forth abovein accordance with the Accounting Methodologies and, to the extent not inconsistent therewith, in detail reasonably acceptable accordance with GAAP, in each case, applied on a basis consistent with the Financial Statements. For the avoidance of doubt, the Closing Net Working Capital shall be calculated on a country-by-country basis in local currency. During the 90-day period after each applicable Closing, the Seller will, and will cause each of its Affiliates engaged in the Business to, upon reasonable advance notice, provide the Purchaser and the Purchaser’s Representatives with reasonable access during normal business hours and without unreasonable interference with Seller’s and its Affiliates’ operation to the Equityholder Representativebooks, records, facilities and employees engaged in financial accounting and related functions for the Business as may be reasonably necessary for the Purchaser to prepare the Adjustment Notice. The foregoing covenant will not require the Seller to provide the Purchaser or its Representatives with access to any document or other communication that the Seller believes in good faith may be subject to any contractual confidentiality obligation or that may be covered by any attorney-client, work product or similar legal privilege (it being understood that the Seller shall use commercially reasonable efforts to obtain waivers or make other arrangements (including redacting information or entering into joint defense agreements) that would enable disclosure to the Purchaser to occur without so jeopardizing privilege or contravening any contractual duty obligation). (b) Within 60 days after the receipt of each Adjustment Notice, the Seller will deliver to the Purchaser a written response in which the Seller will either: (i) agree in writing with the applicable Adjustment Calculation, in which case such Adjustment Calculation will be final and binding on the parties for purposes of Section 2.7(g); or (ii) From and after dispute the delivery of the Closing Balance Sheet and the Parent Closing StatementAdjustment Calculation, Parentin whole or in part, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access delivering to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver Purchaser a written notice (a “Dispute Notice”) to Parent setting forth in reasonable detail with reasonable supporting documentation the basis for each disputed item therein and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, ParentSeller’s calculation of each the amount of any payments required pursuant to Section 2.7(g); provided, that if the Closing Working CapitalAdjustment Calculation is only disputed in part, the Closing Indebtedness and the Closing Cash set forth any items that are not disputed in the Parent Closing Statement shall Dispute Notice will be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders parties for all purposes of this AgreementSection 2.7(g). (vc) If During the Equityholder Representative delivers a Dispute Notice to Parent prior 60-day period after the delivery of each applicable Adjustment Notice, the Purchaser will, and will cause each of its Affiliates engaged in the Business (including, following Closing, the Acquired Companies) to, upon reasonable advance notice, provide the Seller and the Seller’s Representatives with reasonable access during normal business hours and without unreasonable interference with the operation of the Business to the expiration books, records, facilities and employees of the Review PeriodBusiness as the Seller may be reasonably required for the Seller to review the Adjustment Notice. The foregoing covenant will not require the Purchaser to provide the Seller or its Representatives with access to any document or other communication that the Purchaser believes in good faith may be subject to any contractual confidentiality obligation or that may be covered by any attorney-client, then work product or similar legal privilege (it being understood that the Equityholder Representative and Parent Purchaser shall use commercially reasonable efforts to reach agreement obtain waivers or make other arrangements (including redacting information or entering into joint defense agreements) that would enable disclosure to the Seller to occur without so jeopardizing privilege or contravening any contractual duty obligation). (d) If the Seller fails to take either of the actions set forth in Section 2.7(b) within 60 days after receipt of the Adjustment Notice, then the Seller will be deemed to have irrevocably accepted the applicable Adjustment Calculation, in which case, the applicable Adjustment Calculation will be final and binding on the calculation parties for purposes of each of Section 2.7(g). (e) If the Closing Working CapitalSeller timely delivers a Dispute Notice to the Purchaser, then the Closing Indebtedness Purchaser and the Closing CashSeller will attempt in good faith, for a period of 45 days following the Purchaser’s receipt of such Dispute Notice (the “Resolution Period”), to agree on the applicable Adjustment Calculation for purposes of Section 2.7(g). Any final agreement by the Purchaser and the Seller during the Resolution Period as applicableto any disputed items set forth in a timely delivered Dispute Notice will be final and binding on the parties for purposes of Section 2.7(g). If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness Purchaser and the Closing Cash within 20 calendar days after Seller do not resolve all disputed items set forth in such Dispute Notice by the end of the Review Resolution Period, then the Purchaser and the Seller will submit the remaining items in dispute to a mutually agreeable independent accounting firm of recognized international standing, which firm is not the regular auditing firm of the Purchaser, the Seller or their respective Affiliates. If the Purchaser and the Seller are unable to jointly select such independent accounting firm within 10 days after the expiration of the Resolution Period, the Equityholder RepresentativePurchaser, on the one hand, and the Seller, on the other hand, will each select an independent accounting firm of recognized international standing and such selected accounting firms will select a third independent accounting firm of recognized international standing, which firm is not the regular auditing firm of the Purchaser, the Seller or their respective Affiliates; provided, however, that if either the Purchaser, on the one hand, or Parentthe Seller, on the other hand, shall have the right fails to refer select such dispute to a nationally recognized independent accounting firm chosen during such 10 day period, then the parties will be deemed to agree that the independent accounting firm selected by Parent and the Equityholder Representative other party will be the independent accounting firm selected by the parties for purposes of this Section 2.7 (such selected independent accounting firm, whether pursuant to this sentence or any successor theretothe preceding sentence, being referred to herein as the “Designated Independent Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: ). (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated The Independent Accounting Firm will (A) act as an expert in accounting, and not as an arbitrator, to provide their respective views resolve only those items specifically set forth on a timely delivered Dispute Notice that remain in dispute as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral andtime, upon reaching such determinationand that have not been deemed pursuant to Sections 2.7(b), shall deliver a copy of its calculations (the “Expert Calculations”2.7(d) or 2.7(e) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parentthe parties, (B) render its determination in accordance with this Agreement and otherwise in accordance with the Equityholder Representative and Accounting Methodologies and, to the Company Stockholders for all purposes extent not inconsistent therewith, in accordance with GAAP, in each case, applied on a basis consistent with the Financial Statements, (C) not determine a value in respect of this Agreementany item in dispute which is greater than, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cashor less than, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, respective amounts in respect of such item set forth in the Parent Closing Statement, applicable Dispute Notice and in the applicable Adjustment Notice and (D) render its determination with respect to the items in dispute in a written report that specifies the conclusions of the Independent Accounting Firm as to each item in dispute and the resulting applicable Adjustment Calculation. The Independent Accounting Firm will only render its determination with respect to the specific remaining accounting differences submitted to it and may rely only upon information submitted to it by or on behalf of the Purchaser or the Seller. The Purchaser and the Seller will each use their commercially reasonable efforts to cause the Independent Accounting Firm to render its determination within 30 days after referral of the disputed items on a timely delivered Dispute Notice to such firm or as soon thereafter as reasonably practicable. (ii) with respect to any specific discrepancy or disagreement, shall The Independent Accounting Firm’s determination of the applicable Adjustment Calculation as set forth in its report will be no greater than final and binding on the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may beparties for purposes of Section 2.7(g). The fees and expenses of the Designated Independent Accounting Firm shall will be paid shared by Parent the Purchaser and the Equityholder Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund Seller in inverse proportion as they may prevail (based on to the relative amounts of the disputed amount determined to be for the account of the Purchaser and the Seller, respectively. For example, should the items as resolved in dispute total an amount equal to $1,000 and the Independent Accounting Firm awards $600 in favor of the Seller’s position, 60% of the costs of its review would be borne by the Designated Purchaser and 40% of the costs would be borne by the Seller. (iii) For purposes of complying with this Section 2.7, the Purchaser and the Seller will furnish to the Independent Accounting Firm as compared such work papers and other documents and information relating to the disputed items proposed on a timely delivered Dispute Notice as the Independent Accounting Firm may request and are available; provided, that the Independent Accounting Firm has executed a customary confidentiality agreement relating to such furnishing of documents and information to the extent reasonably requested by Parent the Purchaser or the Seller. A copy of any such work papers and other documents and information provided by a party to the Independent Accounting Firm will be provided concurrently to the other party free of charge. Each party will be afforded the opportunity to present to the Independent Accounting Firm in its work papers and other documents and information any material related to the disputed items on a timely delivered Dispute Notice and to discuss such items with the Independent Accounting Firm, with any such presentation or discussion to be held in the presence of both the Purchaser and the Equityholder RepresentativeSeller and/or their respective Representatives. Notwithstanding anything herein to the contrary, respectively)the dispute resolution mechanism contained in this Section 2.7(e) will be the exclusive mechanism for resolving any disputes regarding the Adjustment Calculation, as determined by other than the Designated Accounting Firmindemnification rights in respect of Selling Expenses.

Post-Closing Adjustment. (ia) As promptly as practicable, but in no event later than sixty (60) Within 90 calendar days following after the Closing Date, Parent Buyer shall cause deliver to be prepared in accordance with the Specified Accounting Principles, and delivered to the Equityholder Seller Representative an unaudited balance sheet of the Company as of immediately prior to the Closing (the “Closing Balance Sheet”), together with a statement (the “Parent Post-Closing Statement”) ), delivered in the same format as, and prepared using the same Accounting Principles that were used in the preparation of the Closing Statement and setting forth in reasonable detail Parentthe Buyer’s calculation of each of (i) the Closing Indebtedness, Transaction Costs, Closing Working Capital, Closing Cash, and the Excess Cash Adjustment (if any), and (ii) the Closing Indebtedness and (iii) Purchase Price which has been calculated using the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as amounts set forth above, in detail the preceding clause (i). Selling Parties shall offer any assistance that Buyer and its representatives may reasonably acceptable to request in connection with the Equityholder Representativepreparation of the Post-Closing Statement. (iib) From and after During the delivery 45-day period following Seller Representative’s receipt of the Post-Closing Balance Sheet Statement (and thereafter, in the Parent Closing Statementevent of any unresolved differences described in Section 2.6(c)), Parent, and, as necessary, any Affiliate of Parent, Buyer shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Seller Representative with access, during normal business hours and upon reasonable access prior notice, to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, Buyer and to senior management of Buyer in connection with Seller Representative’s review Parent’s calculation of each of the Post-Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related Statement. On or prior to the calculation of each 45th day following Seller Representative’s receipt of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30Post-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Evaluation Period”). The Dispute , Seller Representative may deliver to Buyer a written notice of its disagreement with respect to the Post-Closing Statement (a “Notice shall set forth, of Disagreement”) describing in reasonable detail, the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash detail any disputed item set forth in the Parent Post-Closing Statement Statement. If Seller Representative does not provide a Notice of Disagreement during the Evaluation Period, then Selling Parties shall be deemed to have accepted the calculations and the amounts set forth in the Post-Closing Statement, which shall then be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes hereunder. If Seller Representative provides a Notice of this AgreementDisagreement during the Evaluation Period, then only those matters that are specified in such Notice of Disagreement shall be deemed to be in dispute, and all other matters shall be final and binding for all purposes hereunder. (vc) If During the Equityholder ten (10) Business Day period following the earlier of (i) delivery of a Notice of Disagreement by Seller Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative Buyer and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after (ii) the end of the Review Evaluation Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, Parties in good faith shall seek to resolve in writing any differences that they may have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation matters specified therein. Any disputed items resolved in writing between Seller Representative and Buyer within such ten (10) Business Day period shall be final and binding with respect to such items, and if Seller Representative and Buyer agree in writing on the resolution of each disputed item specified by Seller Representative in the Notice of Disagreement, then the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm amount so determined shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders Parties for all purposes hereunder. If Seller Representative and Buyer have not resolved all such differences by the end of this Agreementsuch ten (10) Business Day period, absent manifest error. In calculating then Seller Representative and Buyer shall within twenty (20) Business Days thereafter submit, in writing, to the Independent Accounting Firm, their briefs detailing their views as to the correct nature and amount of each of the Closing Working Capitalitem remaining in dispute, the Closing Indebtedness and the Closing CashIndependent Accounting Firm shall make a written determination as to each such disputed item, which determination shall be final and binding on the Designated Parties for all purposes hereunder. The Independent Accounting Firm shall be limited authorized to addressing any particular disputes referred opine upon and resolve only those items remaining in dispute between the Parties in accordance with the provisions of this Section 2.6, and such items shall be resolved within the range of the difference between Buyer’s position with respect thereto and Selling Parties’ position with respect thereto. Seller Representative and Buyer shall use their commercially reasonable efforts to in cause the Dispute NoticeIndependent Accounting Firm to render a written decision resolving the matters submitted to it within twenty (20) Business Days following the submission thereof. The Expert Calculations (i) Post-Closing Statement shall reflect in detail the differencesbe modified, if anynecessary, between to reflect such determination of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may beIndependent Accounting Firm. The fees and expenses of the Designated Independent Accounting Firm shall be paid borne one-half by Parent Xxxxx and one-half by Selling Parties. The fees and disbursements of each Party and the Equityholder Representative (on behalf representatives of each Party incurred in connection with its preparation or review of the EquityholdersPost-Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such Party. (d) If the Closing Working Capital, as finally determined pursuant to Section 2.6, is less than the Target Working Capital Lower Amount, then Buyer shall be paid in accordance with Section 2.6(k) the amount that such Closing Working Capital is less than the Target Working Capital Lower Amount. If the Closing Working Capital, as finally determined pursuant to Section 2.6, is greater than the Target Working Capital Upper Amount, then the Selling Parties shall be entitled to receive in accordance with Section 2.6(j) the amount that such Closing Working Capital is greater than the Target Working Capital Upper Amount. (e) If the Closing Indebtedness, as finally determined pursuant to Section 2.6, is less than Closing Indebtedness reflected in the Estimated Cash Consideration, as set forth in the Closing Statement, then Selling Partes shall be entitled to receive the amount of such deficit in accordance with Section 2.6(k). If the Closing Indebtedness, as finally determined pursuant to Section 2.6, is greater than Closing Indebtedness reflected in such Estimated Cash Consideration, then Buyer shall be paid the amount of such excess in accordance with Section 2.6(k). (f) If Transaction Costs, as finally determined pursuant to Section 2.6, are less than Transaction Costs reflected in the Estimated Cash Consideration, as set forth in the Closing Statement, then Selling Parties shall be entitled to receive the amount of such deficit in accordance with Section 2.6(j). If the Transaction Costs, as finally determined pursuant to Section 2.6, are greater than Transaction Costs reflected in such Estimated Cash Consideration, then Buyer shall be paid the amount of such excess in accordance with Section 2.6(k). (g) If Closing Cash, as finally determined pursuant to Section 2.6, is greater than Closing Cash reflected in the Estimated Cash Consideration, as set forth in the Closing Statement, then Selling Parties shall be entitled to receive the amount of such excess in accordance with Section 2.6(j). If Closing Cash, as finally determined pursuant to Section 2.6, is less than Closing Cash reflected in such Estimated Cash Consideration, then Buyer shall be paid the amount of such deficit in accordance with Section 2.6(k). (h) If the Excess Cash Adjustment, as finally determined pursuant to Section 2.6, is greater than the Excess Cash Adjustment reflected in the Estimated Cash Consideration, as set forth in the Closing Statement, then Selling Parties shall be entitled to receive the amount of such excess in accordance with Section 2.6(j). If the Excess Cash Adjustment, as finally determined pursuant to Section 2.6, is less than such Excess Cash Adjustment reflected in the Estimated Purchase Price, then Buyer shall be paid the amount of such deficit in accordance with Section 2.6(k). (i) Without duplication, all amounts owed pursuant to Section 2.6(d)-Section 2.6(h) shall be aggregated, and the net amount (if any) owed by Buyer to Selling Parties, on the one hand (any such amount, the “Closing Adjustment Surplus Amount”), or by Selling Parties to Buyer, on the other hand (any such amount, the “Closing Adjustment Shortfall Amount”), is referred to as the “Final Adjustment Amount”. (j) In the event the Final Adjustment Amount constitutes a Closing Adjustment Surplus Amount, then (x) Buyer shall pay to Selling Parties an amount in cash equal to the Closing Adjustment Surplus Amount and (y) Buyer and Selling Parties shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Selling Parties the amount of the Adjustment Escrow. (k) In the event the Final Adjustment Amount constitutes a Closing Adjustment Shortfall Amount, then (x) Buyer and Selling Parties shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Buyer from the Equityholder Adjustment Escrow an amount in cash equal to the Closing Adjustment Shortfall Amount (and to deliver to Selling Parties from the Adjustment Escrow, if any, the remaining amount of the Adjustment Escrow) and (y) to the extent the Closing Adjustment Shortfall Amount exceeds the amount of the Adjustment Escrow, Buyer and Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Buyer from the Indemnification Escrow (to the extent funds are available in the Indemnification Escrow) any remaining balance of the Closing Adjustment Shortfall to Buyer. (l) Payments in respect of Section 2.6(j) or Section 2.6(k) shall be made within three (3) Business Days of final determination pursuant to Section 2.6 by wire transfer of dollars in immediately available funds to such account or accounts as may be designated in writing by Seller Representative Expense Fund or Buyer at least two (2) Business Days prior to such payment date. Any payment in inverse proportion respect of Section 2.6(j) or Section 2.6(k) shall be deemed to be an adjustment to the Purchase Price for all Tax purposes. (m) If the aggregate of all amounts owed by Buyer to Selling Parties pursuant to Section 2.6(d)-Section 2.6(h) are equal to aggregate of all amounts owed by Selling Parties to Buyer pursuant to Section 2.6(d)-Section 2.6(h), then no amounts shall be payable by Buyer or Selling Parties to the other Party as they the Final Adjustment Amount, and the Estimated Purchase Price shall constitute the Purchase Price, and shall be subject to no further adjustments. In such event, the Buyer and Seller Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Selling Parties the amount of the Adjustment Escrow in cash in full, within three (3) Business Days of final determination pursuant to Section 2.6 by wire transfer of dollars in immediately available funds to such account or accounts as may prevail (based on the disputed items as resolved be designated in writing by the Designated Accounting Firm as compared to the disputed items proposed by Parent and the Equityholder Seller Representative, respectively), as determined by the Designated Accounting Firm.

Post-Closing Adjustment. (ia) As promptly as practicable, but in no event later than sixty (60) calendar Within 90 days following after the Closing Date, Parent the Purchaser shall cause S/T Group to be prepared in accordance with the Specified Accounting Principles, prepare and delivered deliver to the Equityholder Sellers’ Representative an unaudited balance sheet of the Company as of immediately prior to the Closing (the “Closing Balance Sheet”), together with a closing statement (the “Parent Closing Statement”) setting forth in reasonable detail ParentS/T Group’s calculation of each of (i) the Closing Net Working Capital, and (ii) the Final Closing Indebtedness and Payment (iii) the Closing Cash and attaching all relevant backup materialsincluding, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder Representative. (ii) From and after the delivery of the Closing Balance Sheet and the Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling avoidance of doubt, the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working CapitalCompany Cash, the Closing Indebtedness and the Seller Transaction Expenses). Notwithstanding anything herein to the contrary, the parties agree that the Closing Cash; Statement, and the component items thereof, shall be prepared and calculated in a manner consistent with Exhibit A and the definition of Closing Net Working Capital and using the Agreed Accounting Policies. For the avoidance of doubt, the Closing Statement shall entirely disregard (i) any and all effects on the assets or liabilities of the equity holders of the Acquired Companies and/or the Operating Company as a result of any financing or refinancing arrangements entered into at any time by or on behalf of the Purchaser or any of its Affiliates, and (Bii) identifying any dispute related to other transaction entered into by or at the calculation direction of each the Purchaser in connection with the consummation of the transactions contemplated hereby. (b) After receipt of the Closing Working CapitalStatement from S/T Group, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Sellers’ Representative shall deliver a written notice (a “Dispute Notice”) have 45 days to Parent and review the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation. (ivi) If the Equityholder Sellers’ Representative does not objects to the Closing Statement, then the Sellers’ Representative shall so inform S/T Group in writing (the “Objection”) on or before the last day of the Review Period, setting forth a description of the basis of its Objection and the adjustments to the Closing Statement which the Sellers’ Representative believes should be made. (ii) If the Sellers’ Representative fails to deliver a Dispute Notice to Parent prior to an Objection (or advises S/T Group in writing that no Objection will be made) within the Review Period set forth above, then the Closing Statement shall be final, conclusive, binding and non-appealable upon the expiration of the Review Period, Parent’s calculation Period (or upon receipt of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreementsuch written advice). (viii) If the Equityholder Sellers’ Representative delivers a Dispute Notice to Parent prior to the expiration of an Objection within the Review Period, then then, during the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each 30-day period following receipt of the Closing Working CapitalObjection, S/T Group and the Sellers’ Representative shall negotiate in good faith to resolve any differences which they may have with respect to the matters specified in the Objection. If S/T Group and the Sellers’ Representative resolve their differences, then, upon their agreement in writing setting forth such resolution, the Closing Indebtedness Statement, as amended to the extent necessary to reflect the resolution of their differences, shall be final, conclusive, binding and non-appealable. (c) If S/T Group and the Closing Cash, as applicable. If the Equityholder Sellers’ Representative and Parent are unable to reach agreement on resolve all of their differences with respect to the calculation of each Objection within the 30-day period following receipt by S/T Group of the Closing Working CapitalObjection, they shall refer their remaining differences (the “Disputed Items”) to Xxxxx Xxxxxxxx LLP or such other nationally recognized independent accounting firm or similar expert as S/T Group and the Sellers’ Representative may mutually agree (such accounting firm, the “Independent Accounting Firm”), which shall determine, acting as an expert and not as an arbitrator and based solely on presentations by S/T Group and the Sellers’ Representative and not on independent review, whether and to what extent, if any, the Closing Indebtedness Statement requires adjustment. S/T Group and the Sellers’ Representative shall instruct the Independent Accounting Firm to deliver its written determination to S/T Group and the Sellers’ Representative no later than the 30th day following the date on which the Disputed Items are referred to the Independent Accounting Firm. In deciding any matter, the Independent Accounting Firm shall be bound by the provisions of this Section 1.8. The Independent Accounting Firm’s written determination (i) shall be within the range of dispute between the Closing Cash within 20 calendar days after Statement and the end Objection, such that the Independent Accounting Firm may not assign a value to any Disputed Item greater than the greatest value for such Disputed Item claimed by S/T Group or the Sellers’ Representative or less than the smallest value for such Disputed Item claimed by S/T Group or the Sellers’ Representative, and (ii) absent manifest error, shall be final, conclusive, binding and non-appealable. The Independent Accounting Firm shall only make determinations with respect to the Disputed Items. (d) The costs and expenses of the Review Period, Independent Accounting Firm in determining the Equityholder RepresentativeDisputed Items shall be borne by the Purchaser, on the one hand, or Parentand the Sellers’ Representative (on behalf of the Sellers), on the other hand, shall have based upon the right percentage which the portion of the contested amount not awarded to refer each party bears to the amount actually contested by such dispute to a nationally recognized accounting firm chosen party. For example, if the Purchaser claims the Closing Net Working Capital is $1,000 less than the amount determined by Parent the Sellers’ Representative, and the Equityholder Sellers’ Representative (such firmcontests only $500 of the amount claimed by the Purchaser, or any successor thereto, being referred to herein as and if the “Designated Independent Accounting Firm”) after such 20th day. In connection with Firm ultimately resolves the resolution of any such dispute by awarding the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each Purchaser $300 of the Closing Working Capital$500 contested, then the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees costs and expenses of the Designated Independent Accounting Firm shall will be paid by Parent and allocated 60% (i.e., 300 ÷ 500) to the Equityholder Sellers’ Representative (on behalf of the EquityholdersSellers) from and 40% (i.e., 200 ÷ 500) to the Equityholder Representative Expense Fund in inverse proportion as they may prevail Purchaser. Prior to the Independent Accounting Firm’s determination of the Closing Net Working Capital, (based i) the Purchaser, on the disputed one hand, and the Sellers’ Representative (on behalf of the Sellers), on the other hand, will each pay 50% of any retainer paid to the Independent Accounting Firm; and (ii) during the engagement of the Independent Accounting Firm, the Independent Accounting Firm will xxxx 50% of the total charges to each of the Purchaser, on the one hand, and the Sellers’ Representative (on behalf of the Sellers), on the other hand. In connection with the Independent Accounting Firm’s determination of the Disputed Items, the Independent Accounting Firm shall also determine, pursuant to the terms of the first and second sentences of this Section 1.8(d), and taking into account all fees and expenses already paid by each of the Purchaser, on the one hand, and the Sellers’ Representative (on behalf of the Sellers), on the other hand, as of the date of such determination, the allocation of its fees and expenses between the Purchaser and the Sellers’ Representative (on behalf of the Sellers), which such determination shall be conclusive and binding upon the parties hereto. (e) S/T Group and the Sellers’ Representative shall, at reasonable times and upon reasonable request, make available to the Independent Accounting Firm and to each other all relevant books and records and working papers relating to the Closing Statement (including access to personnel at the Target Companies) and all other items as resolved reasonably requested by the Designated Independent Accounting Firm or such other Person. (f) For purposes of this Section 1.8, the “Final Closing Statement” shall be (i) the Closing Statement delivered by S/T Group pursuant to Section 1.8(a) if (A) no Objection is delivered to S/T Group during the Review Period or (B) the Sellers’ Representative advises S/T Group in writing that no Objection will be made, or (ii) the Closing Statement as compared to determined or adjusted by (A) the disputed items proposed by Parent mutual written agreement of S/T Group and the Equityholder Representative, respectively), as determined by Sellers’ Representative and/or (B) the Designated written determination of the Independent Accounting Firm. (g) If the Final Closing Payment set forth in the Final Closing Statement exceeds the Closing Payment set forth in the Estimated Closing Statement, then (i) the Purchase Price shall be adjusted upward by an amount (the “Excess Amount”) equal to the amount of such excess, (ii) the Purchaser shall pay to the Sellers’ Representative (on behalf of the Sellers and to be distributed by the Sellers’ Representative to the Sellers in accordance with each Seller’s Fully Diluted Ownership Percentage) by wire transfer of immediately available funds to a bank account designated by the Sellers’ Representative, within five Business Days following the final determination of the Final Closing Statement, an amount equal to the Excess Amount, and (iii) within five Business Days following the determination of the Final Closing Statement, the Escrow Agent shall release the full amount of the Adjustment Escrow Amount and pay such amount to the Sellers’ Representative (on behalf of the Sellers and to be distributed by the Sellers’ Representative to the Sellers in accordance with each Seller’s Fully Diluted Ownership Percentage). (h) If the Closing Payment set forth in the Estimated Closing Statement exceeds the Final Closing Payment set forth in the Final Closing Statement, then (i) the Purchase Price shall be adjusted downward by an amount (the “Shortfall Amount”) equal to the amount of such excess, (ii) the Purchaser and the Sellers’ Representative shall take such actions (including executing a notice of joint instruction pursuant to the Escrow Agreement) as are necessary to cause the Escrow Agent to pay to the Purchaser from the Adjustment Escrow Account by wire transfer of immediately available funds to a bank account designated by the Purchaser, within five Business Days following the final determination of the Final Closing Statement, an amount equal to the Shortfall Amount, (iii) in the event there are insufficient funds remaining in the Adjustment Escrow Account to pay to the Purchaser the full Shortfall Amount pursuant to Section 1.8(h)(ii) (the amount by which the Shortfall Amount exceeds the amount remaining in the Adjustment Escrow Account, the “Additional Shortfall Amount”), then, in addition to the payment described in Section 1.8(h)(ii), the Purchaser and the Sellers’ Representative shall take such actions (including executing a notice of joint instruction pursuant to the Escrow Agreement) as are necessary to cause the Escrow Agent to pay to the Purchaser from the Indemnity Escrow Account by wire transfer of immediately available funds to a bank account designated by the Purchaser, within five Business Days following the final determination of the Final Closing Statement, an amount equal to the Additional Shortfall Amount, and (iv) in the event there are insufficient funds remaining in the Indemnity Escrow Account to pay to the Purchaser the full Additional Shortfall Amount pursuant to Section 1.8(h)(iii) (the amount by which the Additional Shortfall Amount exceeds the amount remaining in the Indemnity Escrow Account, the “Further Shortfall Amount”), then, in addition to the payments described in Section 1.8(h)(ii) and Section 1.8(h)(iii), each Seller shall pay to the Purchaser by wire transfer of immediately available funds to a bank account designated by the Purchaser, within five Business Days following the final determination of the Final Closing Statement, an amount in cash equal to the product of (A) such Seller’s Fully Diluted Ownership Percentage, multiplied by (B) the Further Shortfall Amount. Within five Business Days after the Shortfall Amount has been paid to the Purchaser, the Escrow Agent shall release the full amount of the Adjustment Escrow Amount remaining on such date, if any, and pay such amount to the Sellers’ Representative (on behalf of the Sellers and to be distributed by the Sellers’ Representative to the Sellers in accordance with each Seller’s Fully Diluted Ownership Percentage).

Post-Closing Adjustment. (i) As promptly as practicable, but in No earlier than 30 days and no event later than sixty (60) calendar 75 days following the Closing Date, Parent shall cause Buyer will deliver to be prepared in accordance with the Specified Accounting Principles, and delivered to the Equityholder Representative Seller an unaudited consolidated balance sheet of the Company at and as of immediately prior to 12:01 A.M. Central time on the Closing Date (the “"Closing Balance Sheet”), together with ") and a statement (the “Parent Closing Statement”) setting forth in reasonable detail Parent’s calculation its good faith determination of each the amount of (i) the Closing Working CapitalCash, (ii) the final amount of Transaction Expenses, (iii) any Closing Working Capital Surplus, (iv) any Closing Working Capital Deficiency, (v) the Closing Indebtedness and (iiivi) the Post-Closing Cash and attaching all relevant backup materialsAdjustment Amount resulting therefrom (such statement, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder Representative. (ii) From and after the delivery "Closing Statement"). After receipt of the Closing Balance Sheet and the Parent Closing Statement, ParentSeller shall have 30 days (the "Review Period") to review the Closing Balance Sheet and the Closing Statement. During the Review Period, andSeller and its Representatives, as necessaryincluding Seller's independent accountants, any Affiliate of Parentwill be entitled to review, shall provide the Equityholder Representative during normal business hours and any accountants or advisors retained by the Equityholder Representative with upon reasonable access to advance notice, the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth Company used in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative preparation of the Closing Balance Sheet and the Parent Closing Statement as Seller may reasonably request, and to discuss such books and records with senior management of the Company for the purpose of reviewing the Closing Balance Sheet and the Closing Statement. (ii) On or prior to the “last day of the Review Period”). The Dispute Notice shall set forth, Seller may object to the Closing Balance Sheet and the Closing Statement by delivering to Buyer a written statement setting forth Seller's objections in reasonable detail, indicating each disputed item, amount in dispute and the principal basis for Seller's disagreement therewith (the dispute "Statement of such calculation. (iv) Objections"). If Seller fails to deliver the Equityholder Representative does not deliver a Dispute Notice to Parent Statement of Objections prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working CapitalBalance Sheet, the Closing Indebtedness Statement and the Post-Closing Cash set forth in the Parent Closing Statement Adjustment Amount proposed by Buyer shall be deemed final and binding on Parent, to have been accepted by Seller. If Seller delivers the Equityholder Representative and the Company Stockholders for all purposes Statement of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent Objections prior to the expiration of the Review Period, then Seller and Buyer shall negotiate in good faith to resolve such objections for 30 days after the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each delivery of the Closing Working CapitalStatement of Objections (the "Resolution Period"), and, if the same are so resolved within the Resolution Period, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working CapitalBalance Sheet, the Closing Indebtedness Statement and the resulting Post-Closing Cash within 20 calendar days after the end of the Review PeriodAdjustment Amount with such changes as may have been previously agreed in writing by Seller and Buyer, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative binding. (iii) If Seller and the Company Stockholders for Buyer fail to reach an agreement with respect to all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, matters set forth in the Parent Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (the "Disputed Amounts") shall be submitted for resolution to the office of Xxxxxxxx Xxxxx, Inc. (the "Independent Valuation Firm") who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and adjust the Closing StatementBalance Sheet, the Closing Statement and the resulting Post-Closing Adjustment Amount accordingly, if necessary, based on the Independent Valuation Firm's resolution of the Disputed Amounts. The Independent Valuation Firm shall only decide the specific items under dispute by the parties. The Independent Valuation Firm shall make a determination as promptly as reasonably practicable within 30 days (or such other time period as the parties hereto shall agree in writing) after their engagement, and (ii) with respect their resolution of the Disputed Amounts and any adjustments to the Closing Balance Sheet, the Closing Statement and the resulting Post-Closing Adjustment Amount shall be based solely upon the memoranda and supporting material provided by the parties hereto, and not pursuant to any specific discrepancy or disagreementindependent review, and shall be no conclusive and binding upon the parties hereto (absent fraud or manifest error). In resolving any Disputed Amount, the Independent Valuation Firm shall be bound by the Working Capital Adjustment Principles, the applicable definitions set forth in this Agreement and the other requirements of this Section 1.2(c) and shall not assign a value to any item greater than the higher amount calculated greatest value for such item claimed by Parent either party or the Equityholder Representative, as the case may be, and no lower less than the lower amount calculated smallest value for such item claimed by Parent or the Equityholder Representative as the case may beeither party. The fees and expenses of the Designated Accounting Independent Valuation Firm shall be paid by Parent Seller, on the one hand, and by Buyer, on the Equityholder Representative (on behalf other hand, based upon the percentage of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared Disputed Amounts contested but not awarded to the disputed items proposed by Parent and the Equityholder RepresentativeSeller or Buyer, respectively), as determined by the Designated Accounting Firm.

Post-Closing Adjustment. (i) As promptly as practicable, but in no event later than sixty Within seventy-five (6075) calendar days following after the Closing Date, Parent Buyer shall cause prepare and deliver to be prepared in accordance with the Specified Accounting PrinciplesSeller a statement setting forth its calculation of Closing Working Capital, Closing Indebtedness, and delivered to the Equityholder Representative an unaudited Closing Transaction Expenses, which statement shall contain a balance sheet of the Company Group as of immediately prior the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Closing Working Capital, Closing Indebtedness, and Closing Transaction Expenses (the “Closing Balance Sheet”), together with a statement (the “Parent Closing Statement”) setting forth in reasonable detail Parent’s calculation and a certificate of each the Chief Financial Officer of (i) Buyer certifying that the Closing Working CapitalStatement was prepared in accordance with GAAP applied using the same accounting methods, (ii) practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Annual Financial Statements for the most recent fiscal year end as if such Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materialsStatement was being prepared as of a fiscal year end, schedules and the illustration prepared as adjusted as set forth aboveon Schedule B; provided that if Buyer does not deliver the Closing Statement within seventy-five (75) days after the Closing Date, in detail reasonably acceptable then the Closing Statement shall be deemed to be the Estimated Closing Statement and the Purchase Price shall be deemed to be equal to the Equityholder Representative.Closing Date Payment. Securities Purchase Agreement 19 Project Acorn (ii) From and after After the delivery of Closing, the Closing Balance Sheet and the Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access adjustment to the books and records of Purchase Price shall be redetermined in the Surviving Corporation (or any successor thereto) for the purposes of: following manner: (A) enabling either (1) an increase by the Equityholder Representative and its accountants and advisors to calculateamount, and to review Parent’s calculation of each of if any, by which the Closing Working Capital (as finally determined pursuant to Section 2.04(c)) is greater than the top of the range of the Target Working Capital, or (2) a decrease by the amount, if any, by which the Closing Working Capital is less than the bottom of the range of the Target Working Capital; provided that, in each case, in no event shall the absolute value of the adjustment to the Purchase Price attributable solely to the Closing Working Capital exceed Five Hundred Thousand Dollars ($500,000); (B) a decrease by the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each exclusive of the Akerna Loan); and (C) a decrease by the amount of Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing StatementTransaction Expenses. (iii) If The post-closing adjustment shall be an amount equal to the Equityholder Representative disputes the calculation of any of Purchase Price (as finally determined pursuant to Section 2.04(c)) minus the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement Date Payment (the “Review PeriodPost-Closing Adjustment”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid by Parent and the Equityholder Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared to the disputed items proposed by Parent and the Equityholder Representative, respectively), as determined by the Designated Accounting Firm.

Post-Closing Adjustment. (i) As promptly as practicable, but in no event later than sixty ninety (6090) calendar days following the Closing Date, Parent Acquiror shall cause to be prepared prepared, in accordance with GAAP and, to the Specified Accounting Principlesextent consistent with GAAP, using the same principles, methodologies and judgments as used by the Company in the preparation of the Estimated Closing Statement, and delivered to the Equityholder Representative an unaudited balance sheet of the Company as of immediately prior to the Closing (the “Closing Balance Sheet”)Members, together with a statement (the “Parent Acquiror Closing Statement”) setting forth in reasonable detail ParentAcquiror’s good-faith calculation of each of (i) the Closing Net Working Capital, (ii) the Closing Indebtedness and (iii) the Closing Cash Capital and attaching all relevant backup materials, schedules materials and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder Representativeschedules. (ii) From and after the delivery of the Closing Balance Sheet and the Parent Acquiror Closing Statement, Parent, and, as necessary, any Affiliate of Parent, Acquiror shall provide the Equityholder Representative Members and any accountants or advisors retained by the Equityholder Representative Members or the Company pre-Closing with reasonable access to the books and records of the Surviving Corporation (or any successor Company and cause appropriate representatives of Acquiror to be reasonably available to discuss the Acquiror Closing Statement and respond to reasonable questions of the Members and its accountant with regard thereto) , solely for the purposes of: (A) enabling the Equityholder Representative Members and its accountants and advisors to calculate, calculate and to review ParentAcquiror’s calculation of each of calculations as reflected in the Acquiror Closing Working Capital, the Closing Indebtedness and the Closing Cash; Statement and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash calculations set forth in the Parent Acquiror Closing Statement. (iii) If the Equityholder Representative disputes Members dispute the calculation of any of the Closing Net Working Capital, the Closing Indebtedness or the Closing Cash Capital set forth in the Parent Acquiror Closing Statement, then the Equityholder Representative Members shall deliver a written notice (a an “Adjustment Dispute Notice”) to Parent and the Escrow Agent Acquiror during the 3045-day period commencing upon receipt by the Equityholder Representative Members of the Closing Balance Sheet and the Parent Acquiror Closing Statement (the “Review Period”). The Adjustment Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculationcalculation including their proposed calculation along with a brief explanation. (iv) If the Equityholder Representative does Members do not deliver a an Adjustment Dispute Notice meeting the requirements of Section 2.5(b)(iii) to Parent Acquiror prior to the expiration of the Review Period, ParentAcquiror’s calculation of each calculations of the Closing Net Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement Capital shall be deemed final and binding on ParentAcquiror, the Equityholder Representative Company and the Company Stockholders Members for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Members deliver an Adjustment Dispute Notice to Parent Acquiror prior to the expiration of the Review PeriodPeriod with respect to Acquiror’s calculation of the Net Working Capital, then the Equityholder Representative Members and Parent Acquiror shall use commercially reasonable efforts to reach agreement on jointly meet, confer and exchange any additional relevant information reasonably requested by the calculation other party regarding the computation of each Net Working Capital for a period of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 thirty (30) calendar days after the end of the Review Period, and use reasonable efforts to resolve by written agreement (the Equityholder Representative“Agreed Adjustments”) any differences as to the Net Working Capital. In the event Acquiror and the Members so resolve any such differences, on Acquiror’s calculations set forth in the one handAcquiror Closing Statement, or Parent, on as adjusted by the other handAgreed Adjustments, shall have be final and binding for purposes of this Agreement. If the right Members and Acquiror are unable to refer such dispute reach agreement on any disputed item within the 30 calendar day period, then either the Members or Acquiror may submit the objections to a nationally recognized accounting firm chosen that regularly audits U.S. publicly listed companies, which is agreed upon by Parent Acquiror and the Equityholder Representative Members within sixty (60) calendar days after the Closing and has not previously represented the Company, the Acquiror, the Sponsor or any of their Affiliates (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th 30th day. The Designated Accounting Firm shall act as an expert and not an arbitrator and shall be directed by Xxxxxxxx and the Members to resolve the unresolved objections as promptly as reasonably practicable in accordance with GAAP and the terms of this Agreement, and, in any event, within forty five (45) calendar days of such referral, and, upon reaching such determination, to deliver a copy of its calculations (the “Expert Calculations”) to the Members and Acquiror. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) , each of Parent Acquiror, the Members and the Equityholder Representative their respective advisors and accountants shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Net Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing . The determination of Net Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative Acquiror and the Company Stockholders Members for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Net Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any only the particular disputes referred to in the Adjustment Dispute Notice. The Expert Calculations (iA) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, disputed items reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, disputed items set forth in the Parent Acquiror Closing Statement, and (iiB) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent Acquiror or the Equityholder RepresentativeMembers, as the case may be, and no lower than the lower amount calculated by Parent Acquiror or the Equityholder Representative Members, as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid by Parent Xxxxxxxx and the Equityholder Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund Members in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared to the disputed items proposed by Parent Xxxxxxxx and the Equityholder RepresentativeMembers, respectively), as determined by the Designated Accounting Firm. (vi) If the Net Working Capital, as finally determined in accordance with this Section 2.5, is less than the estimated Net Working Capital (the amount of such excess, the “Overpayment Amount”), then the Members shall promptly, and in any event within three (3) Business Days after such final determination, deliver an amount in cash equal to their Pro Rata Shares of such Overpayment Amount to Acquiror. (vii) If the Net Working Capital, as finally determined in accordance with this Section 2.5, is greater than the estimated Net Working Capital (such amount, “Shortfall Amount”), then Acquiror shall promptly cause the Company to distribute to each Member in respect of such Member’s Pro Rata Share of such Shortfall Amount.

Post-Closing Adjustment. (ia) As promptly as practicable, but in no event later than Within sixty (60) calendar days following after the Closing Date, Parent Purchaser shall cause deliver to be the Shareholders’ Representative a statement (the “Purchaser Post-Closing Statement”) prepared in accordance with the Specified Accounting Principles, and delivered to the Equityholder Representative an unaudited balance sheet of the Company as of immediately prior to the Closing (the “Closing Balance Sheet”), together with a statement (the “Parent Closing Statement”) Principles setting forth in reasonable detail Parent(on a line item by line item basis) Purchaser’s calculation of each of the Final Consideration and the components thereof, including (i) the Closing Working CapitalCompany Cash, (ii) the Closing Indebtedness Outstanding Indebtedness, and (iii) Net Working Capital (the “Post-Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder RepresentativeConsideration Calculation”). (iib) From and Upon receipt of the Purchaser Post-Closing Statement, the Shareholders’ Representative shall have thirty (30) days within which to review the Post-Closing Consideration Calculation after the Purchaser’s delivery of the Closing Balance Sheet and the Parent Purchaser Post-Closing Statement, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder . The Shareholders’ Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access may object to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Post- Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash Consideration Calculation set forth in the Parent Purchaser Post-Closing Statement. Statement by providing written notice of such objection to Purchaser within thirty (iii30) If days (the Equityholder Representative disputes the calculation of any “Objection Period”) after Purchaser’s delivery of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30Purchaser Post-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review PeriodNotice of Objection”). The Dispute Notice , which notice shall set forth, forth the basis for such objection in reasonable detail, along with the principal basis Shareholders’ Representative’s calculation and proposed modification of each disputed item, together with supporting documentation, information and the Shareholders’ Representative’s proposed calculations for each disputed item. During such thirty (30)-day period and thereafter until the dispute determination of such calculation. the Final Consideration pursuant to Section 2.05(d), the Shareholders’ Representative and its advisors (ivincluding its independent accounting firm) shall be provided with prompt access (including remote access) to the books, records, work papers and other documents (subject to the execution of customary work paper access letters and excluding any communications with attorneys that are subject to the attorney-client privilege), personnel, consultants and advisors (including the independent accounting firm) of the Company and Purchaser as they may reasonably request to enable it to evaluate the calculations of Final Consideration, Net Working Capital, Company Cash and Outstanding Indebtedness prepared by Purchaser and set forth in the Purchaser Post-Closing Statement. Such access shall be provided during regular business hours and upon reasonable advance notice. If the Equityholder Shareholders’ Representative does not deliver a Dispute Notice to Parent prior to of Objection within the expiration of the Review Objection Period, Parentthen Purchaser’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth item contained in the Parent Purchaser Post-Closing Statement shall be deemed to be accepted by the Shareholders’ Representative as final and shall be conclusive, final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders parties hereto for all purposes of this Agreement, and the Final Consideration set forth in the Purchaser Post-Closing Statement shall be the Final Consideration. (c) If the Shareholders’ Representative timely provides the Notice of Objection, then Purchaser and the Shareholders’ Representative shall negotiate in good faith for a period of up to thirty (30) days following Purchaser’s receipt of the Notice of Objection in an attempt to resolve any disputed matter set forth in the Notice of Objection, and any resolution by them in writing shall be final, conclusive and binding on the parties hereto, and any Final Consideration agreed upon in writing by Purchaser and Shareholders’ Representative in connection therewith shall be the Final Consideration. (d) If, within the thirty (30)-day period set forth in Section 2.05(c), Purchaser and the Shareholders’ Representative cannot resolve any matter set forth in the Notice of Objection, then Purchaser and the Shareholders’ Representative shall engage an independent, nationally recognized accounting firm acceptable to both Purchaser and the Shareholders’ Representative (the “Reviewing Accountant”) to review only the matters in the Notice of Objection that are still disputed by Purchaser and Shareholders’ Representative in order to determine the Post- Closing Consideration Calculation. The Reviewing Accountant shall act in the capacity of an expert and not as an arbitrator. Purchaser and the Shareholders’ Representative will instruct the Reviewing Accountant to, and the Reviewing Accountant will, make a final determination of only such remaining disputed matters. Purchaser and the Shareholders’ Representative may each submit to the Reviewing Accountant one (1) written submission setting forth their respective computations of the amounts set forth in the Notice of Objection (to the extent such amounts remain in dispute) and specific information, evidence and support for their respective positions as to all items in dispute. Neither Purchaser nor the Shareholders’ Representative shall have or conduct any communication, either written or oral, with the Reviewing Accountant with respect to matters contemplated by this Agreement without the other party either being present or receiving a concurrent copy of any written communication. Purchaser and the Shareholders’ Representative will also instruct the Reviewing Accountant to, and the Reviewing Accountant will, make its determination based solely on the terms of this Agreement, the Accounting Principles and written submissions by Purchaser and the Shareholders’ Representative that are provided in accordance with this Agreement (i.e., not on the basis of an independent review). Neither Purchaser nor the Shareholders’ Representative shall disclose to the Reviewing Accountant, and the Reviewing Accountant shall not consider for any purpose, any settlement discussions or settlement offer made by Purchaser or the Shareholders’ Representative with respect to any objection under this Section 2.05, unless otherwise agreed in writing by Purchaser and the Shareholders’ Representative. The Reviewing Accountant shall promptly (and in any event within thirty (30) days following its engagement) determine the resolution of such remaining disputed matters, which resolution shall not be outside of the range set forth by Purchaser in the Purchaser Post-Closing Statement and the Shareholders’ Representative in the Notice of Objection. Such determination shall be final and binding on the parties hereto, absent fraud or manifest error. In calculating each , and the Reviewing Accountant shall provide Purchaser and the Shareholders’ Representative with a calculation of the Closing Final Consideration, Net Working Capital, Company Cash and Outstanding Indebtedness, as applicable, in accordance with such determination, and such determination of Final Consideration as set forth therein shall be the Final Consideration. (e) If the Final Consideration is less than the Closing Indebtedness and Consideration as set forth in the Closing CashStatement (such difference, the Designated Accounting Firm “Final Consideration Shortfall”), Purchaser and Shareholders’ Representative shall be limited prepare, execute and deliver to addressing any particular disputes referred the Escrow Agent a joint written instruction instructing the Escrow Agent to in pay the Dispute Notice. The Expert Calculations Final Consideration Shortfall (ior, if less, the full amount of the Adjustment Escrow Account) shall reflect in detail to Purchaser and to release the differencesremainder, if any, between of the Adjustment Escrow Account to the Company Equityholders (or, in the case of amounts to be paid to the Optionholders, to the Company’s payroll account for distribution to the Optionholders) in accordance with their respective Escrow Percentage. In no case will Purchaser be entitled to receive pursuant to this Section 2.05 an aggregate amount greater than the full amount of the Adjustment Escrow Amount. (f) If the Final Consideration is equal to the Closing Working Capital, the Closing Indebtedness and the Closing Cash, Consideration as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, Purchaser and Shareholders’ Representative shall prepare, execute and deliver to the Escrow Agent a joint written instruction instructing the Escrow Agent to release the full amount of the Adjustment Escrow Account to the Company Equityholders (or, in the case of amounts to be paid to the Optionholders, to the Company’s payroll account for distribution to the Optionholders) in accordance with their respective Escrow Percentage. (g) If the Final Consideration is greater than the Closing Consideration as set forth in the Closing Statement (such difference, the “Final Consideration Surplus”), then (i) Purchaser and Shareholders’ Representative shall prepare, execute and deliver to the Escrow Agent a joint written instruction instructing the Escrow Agent to release the full amount of the Adjustment Escrow Account to the Company Equityholders, in accordance with their respective Escrow Percentage and (ii) Purchaser shall promptly pay or issue to the Company Equityholders (or, in the case of amounts to be paid to the Optionholders, to the Company’s payroll account for distribution to the Optionholders) in accordance with respect their respective Escrow Percentage, additional Purchaser Ordinary Shares valued at $10 per share for such purpose with a value equal in total to any specific discrepancy or disagreementthe aggregate Final Consideration Surplus; provided, shall that in no case will Purchaser be no required to issue additional Purchaser Ordinary Shares pursuant to this Section 2.05 with an aggregate value of greater than the higher amount calculated by Parent or Adjustment Escrow Amount. (h) The procedures set forth in this Section 2.05 for resolving any dispute over the Equityholder Representativeamounts contemplated to be determined as set forth in this Section 2.05 shall be the sole and exclusive method for resolving any dispute over such amounts, as it being understood that the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. foregoing shall not limit Purchaser’s rights under Article X. (i) The fees and expenses of the Designated Accounting Firm Reviewing Accountant shall be paid 50% by Parent each of Purchaser and the Equityholder Representative Shareholders’ Representative. (on behalf j) Any payment made pursuant to this Section 2.05 shall be treated as an adjustment to the purchase price for all Tax purposes, except to the extent otherwise required by applicable Law (including, for the avoidance of doubt, with respect to any amounts required to be treated as interest pursuant to Section 483 of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared to the disputed items proposed by Parent and the Equityholder Representative, respectivelyCode or otherwise), as determined by the Designated Accounting Firm.

Post-Closing Adjustment. (i) As promptly as reasonably practicable, but in no event later than sixty ninety (6090) calendar days following the Closing Date, Parent Buyer shall cause to be prepared in accordance with the Specified Accounting Principles, and delivered to the Equityholder Securityholder Representative an unaudited balance sheet of the Company as of immediately prior to the Closing (the “Closing Balance Sheet”), together with a statement (the “Parent Buyer Closing Statement”) setting forth in reasonable detail ParentBuyer’s proposed calculation of each the Adjustment Amount (including its proposed calculations of (i) the Closing Working Capital, (ii) the Closing Indebtedness and (iii) the Indebtedness, Closing Cash and attaching all relevant backup materialsUnpaid Company Transaction Expenses), schedules and the illustration prepared as set forth above, together with supporting documentation of such calculations in detail reasonably acceptable to the Equityholder Representativereasonable detail. (ii) From and after During the delivery thirty (30) day period commencing upon receipt by the Securityholder Representative of the Buyer Closing Balance Sheet and Statement (the Parent Closing Statement“Review Period”), Parent, and, as necessary, any Affiliate of Parent, Buyer shall provide the Equityholder Securityholder Representative and any accountants or advisors retained by the Equityholder Securityholder Representative with reasonable access to the books and records of the Surviving Corporation (or any successor thereto) Company for the purposes of: of (A) enabling the Equityholder Securityholder Representative and its accountants and advisors to calculate, and to review ParentBuyer’s calculation of each of the Closing Working Capitalof, the Adjustment Amount as reflected in the Buyer Closing Indebtedness and the Closing Cash; Statement and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash Adjustment Amount set forth in the Parent Buyer Closing Statement. (iii) If the Equityholder Securityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash Adjustment Amount set forth in the Parent Buyer Closing Statement, then the Equityholder Securityholder Representative shall deliver a written notice (a an “Adjustment Dispute Notice”) to Parent Buyer and the Escrow Agent during prior to the 30-day period commencing upon receipt by the Equityholder Representative expiration of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Adjustment Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculationcalculation and the Securityholder Representative’s determination of the Adjustment Amount (including its proposed calculations of Closing Working Capital, Closing Indebtedness, Closing Cash and Unpaid Company Transaction Expenses and supporting documentation of such calculations). (iv) If the Equityholder Securityholder Representative does not deliver a an Adjustment Dispute Notice to Parent Buyer prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash Adjustment Amount set forth in the Parent Buyer Closing Statement shall be deemed final and binding on ParentBuyer, the Equityholder Securityholder Representative and the Company Stockholders Securityholders as the Adjustment Amount for all purposes of this Agreement. (v) If the Equityholder Securityholder Representative delivers a an Adjustment Dispute Notice to Parent Buyer prior to the expiration of the Review Period, then the Equityholder Securityholder Representative and Parent Buyer shall meet, confer and exchange any additional relevant information reasonably requested by the other party regarding the computation of the Adjustment Amount for a period of twenty (20) calendar days following the delivery of the Adjustment Dispute Notice to Buyer, and use commercially reasonable best efforts to reach resolve by written agreement on (the calculation of each of “Agreed Modifications”) any differences as to the Closing Working CapitalAdjustment Amount. In the event Buyer and the Securityholder Representative so resolve any such differences, the Adjustment Amount set forth in the Buyer Closing Indebtedness and the Closing CashStatement, as applicableadjusted by the Agreed Modifications shall be final and binding as the Adjustment Amount for all purposes of this Agreement. If the Equityholder Securityholder Representative and Parent Buyer are unable to reach agreement on the calculation of each the Adjustment Amount within the twenty (20) calendar day period following the delivery of the Closing Working CapitalAdjustment Dispute Notice to Buyer, then either the Closing Indebtedness and Securityholder Representative or Buyer may submit the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right objections to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative KPMG International Cooperative (such firm, or any successor thereto, in each case who is independent of both the Company and Buyer, being referred to herein as the “Designated Accounting Firm”) after such 20th twentieth (20th) day. In resolving any disputed item, the Designated Accounting Firm (x) shall determine Closing Working Capital, Closing Indebtedness, Closing Cash and Unpaid Company Transaction Expenses in accordance with the respective definitions thereof, (y) shall limit its review to matters still in dispute as specifically set forth in the Adjustment Dispute Notice (and only to the extent such matters are still in dispute) and (z) shall act as an expert and not as an arbitrator. The Designated Accounting Firm shall be directed by Buyer and the Securityholder Representative to resolve the unresolved objections as promptly as reasonably practicable in accordance with the terms of this Agreement, and, in any event, within thirty (30) calendar days of such referral, and, upon reaching such determination, to deliver a copy of its calculations (the “Expert Calculations”) to the Securityholder Representative, Buyer and the Escrow Agent. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) , each of Parent Buyer, the Securityholder Representative and the Equityholder Representative their respective advisors and accountants shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each the Adjustment Amount. The determination of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash Adjustment Amount made by the Designated Accounting Firm shall be final and binding on ParentBuyer, the Equityholder Securityholder Representative and the Company Stockholders Securityholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (iA) shall reflect in detail the differences, if any, between the Closing Working Capital, calculation of the Closing Indebtedness Adjustment Amount reflected in the Adjustment Dispute Notice and the Closing Cash, as applicable, reflected therein and calculation of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, Adjustment Amount set forth in the Parent Buyer Closing Statement, Statement and (iiB) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent Buyer or the Equityholder Securityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent Buyer or the Equityholder Representative Securityholder Representative, as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid borne by Parent Buyer, on the one hand, and the Equityholder Representative (Securityholder Representative, on behalf of the Equityholders) from Securityholders, on the Equityholder Representative Expense Fund other hand, in inverse proportion as they may prevail (based on the disputed items as matters resolved by the Designated Accounting Firm as compared to Firm, which proportionate allocation shall be calculated on an aggregate basis based on the disputed items proposed by Parent relative dollar values of the amounts in dispute and the Equityholder Representative, respectively), as shall be determined by the Designated Accounting Firm at the time the determination is rendered on the merits of the matters submitted to the Designated Accounting Firm. (vi) If the Adjustment Amount, as finally determined in accordance with this Section 3.04, is a negative number, then Buyer and the Securityholder Representative shall promptly, and within five (5) Business Days, issue joint written instructions to the Escrow Agent directing the Escrow Agent to disburse from the Adjustment Escrow Fund in accordance with the Escrow Agreement (A) to Buyer, the absolute value of such amount (the “Shortfall Amount”), (B) to the Payment Agent or, with respect to the Payroll Portion of such amount, Buyer (in each case, for further disbursement to the Securityholders in accordance with the Escrow Agreement and in proportion to their respective Pro Rata Shares), the remainder of the Adjustment Escrow Fund, if any; provided, that if the amount then remaining in the Adjustment Escrow Fund is insufficient to satisfy the Shortfall Amount, the excess of such Shortfall Amount over the amount then remaining in the Adjustment Escrow Fund shall be deducted from the Indemnity Escrow Fund and disbursed to Buyer in accordance with the Escrow Agreement (and Buyer and the Securityholder Representative shall promptly issue joint written instructions to the Escrow Agent directing the Escrow Agent to make such disbursement). For the avoidance of doubt, any amounts Buyer recovers from the Indemnity Escrow Fund pursuant to this Section 3.04(b)(vi) shall not reduce the amount that a Buyer Indemnified Party may recover with respect to claims made pursuant to Article X. (vii) If the Adjustment Amount, as finally determined in accordance with this Section 3.04, is zero or a positive number (such positive number, the “Excess Amount”), then (A) Buyer shall promptly, and within five (5) Business Days, deposit with the Payment Agent (for further disbursement to the Securityholders in proportion to their respective Pro Rata Shares), the Excess Amount (less the Payroll Portion of the Excess Amount, which shall be promptly paid directly by Buyer to the applicable Securityholders), if any, and (B) Buyer and the Securityholder Representative shall promptly, and within five (5) Business Days, issue joint written instructions to the Escrow Agent directing the Escrow Agent to disburse all amounts then held in the Adjustment Escrow Fund to the Payment Agent or, with respect to the Payroll Portion of such amount, Buyer (in each case, for further disbursement to the Securityholders in accordance with the Escrow Agreement and in proportion to their respective Pro Rata Shares). (viii) To the extent permitted under applicable Tax law, any amount paid to Securityholders pursuant to this Section 3.04(b) shall be treated as an adjustment to the Aggregate Closing Consideration for all Tax purposes.

Post-Closing Adjustment. (i) As promptly as practicableWithin 45 days after Closing, but TransWestern may in no event later than sixty (60) calendar days following the Closing Date, Parent shall cause good faith prepare and deliver to be prepared in accordance with the Specified Accounting Principles, and delivered to the Equityholder Representative an unaudited balance sheet of the Company as of immediately prior to the Closing (the “Closing Balance Sheet”), together with Seller a final statement (the “Parent "Post Closing Statement”") setting forth in reasonable detail Parent’s of its calculation of each of the actual Pre-Paid Direct Costs (i"Actual Pre-Paid Direct Costs") the Closing Working Capital, (ii) the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as set forth aboveactual Advance Payments included in the Purchased Assets ("Actual Advance Payments"). The Post Closing Statement shall be based on books and records and customer checks, in detail reasonably acceptable bank statements and other documentation relating to the Equityholder RepresentativeBusiness then available. Seller may review the Post Closing Statement and raise questions or objections regarding the Post Closing Statement and the Parties shall use their respective best efforts to agree thereon as soon as practicable but in any event within five (5) business days of TransWestern's delivery of the Post Closing Statement to TransWestern. (ii) From In the event that TransWestern and Seller are unable to resolve any such disputed matters regarding the Post Closing Statement within twenty (20) business days after the delivery of the Post Closing Balance Sheet Statement to Seller, TransWestern and Seller shall refer all remaining disputes concerning the Parent Post Closing Statement, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained Statement to a certified public accounting firm mutually agreed to by the Equityholder Representative with Parties (the "Independent Accounting Firm"); provided, that if Seller and TransWestern are unable to agree upon an Independent Accounting Firm within ten (10) days, the Independent Accounting Firm shall be a nationally recognized accounting firm selected by TransWestern and Seller by lot (after Seller and TransWestern each exclude one such accounting firm). The Parties shall instruct the Independent Accounting Firm to promptly (and in any event within twenty (20) business days after submission of the disputes to the Independent Accounting Firm) resolve such disputed matters. TransWestern and Seller will make available to the Independent Accounting Firm at reasonable access to times and upon reasonable notice during the pendency of any dispute under this clause (ii) the work papers and back-up materials used in preparing the Post Closing Statement and the books and records of the Surviving Corporation (or any successor thereto) for Business and shall have the purposes of: (A) enabling right to meet with the Equityholder Representative Independent Accounting Firm during this period and to present their respective positions. The resolution of disputes by the Independent Accounting Firm and its accountants and advisors to calculate, and to review Parent’s calculation of each determination of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash actual Pre-Paid Direct Costs or Advance Payments will be set forth in writing and will be conclusive and binding upon the Parent Closing StatementParties. (iii) If The Independent Accounting Firm will determine the Equityholder Representative allocation of its costs and expenses in resolving the disputes over the calculation of any Post Closing Statement based upon the percentage which the portion of the Closing Working Capitalcontested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Seller claims the Closing Indebtedness or Pre-Paid Direct Costs were $1,000 greater than the Closing Cash set forth in amount determined by TransWestern and its accountants, and TransWestern contests only $500 of the Parent Closing Statementamount claimed by Seller, and if the Independent Accounting Firm ultimately resolves the dispute by awarding Seller $300 of the $500 contested, then the Equityholder Representative shall deliver a written notice costs and expenses of arbitration will be allocated 60% (a “Dispute Notice”i.e., 300 ? 500) to Parent TransWestern and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement 40% (the “Review Period”). The Dispute Notice shall set forthi.e., in reasonable detail, the principal basis for the dispute of such calculation200 ? 500) to Seller. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration Within two (2) business days of the Review Period, Parent’s calculation of each final determination of the Closing Working CapitalActual Advance Payments and Actual Pre-Paid Costs pursuant to this Section 2.4: (A) if Actual Pre-Paid Direct Costs exceed Estimated Pre-Paid Direct Costs, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement or if Actual Advance Payments are less than Estimated Advance Payments, TransWestern shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. pay to Seller any such excess and/or any such shortfall (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative ) in cash, by wire transfer of immediately available funds to an account designated by Seller and Parent (B) if Actual Pre-Paid Direct Costs are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one handless than Estimated Pre-Paid Direct Costs, or Parentif Actual Advance Payments exceed Estimated Advance Payments, on the other hand, Seller shall have the right pay to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of TransWestern any such dispute shortfall and/or any such excess in cash, by the Designated Accounting Firm: (i) each wire transfer of Parent and the Equityholder Representative shall have a reasonable opportunity immediately available funds to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made an account designated by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid by Parent and the Equityholder Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared to the disputed items proposed by Parent and the Equityholder Representative, respectively), as determined by the Designated Accounting FirmTransWestern.

Post-Closing Adjustment. (i) As promptly Buyer will conduct a physical inventory as practicableof the Closing, but in no event later which Representative may observe. Not more than sixty (60) calendar 60 days following after the Closing, Buyer, with the full cooperation of Shareholders, shall prepare and deliver to the Representative a statement setting forth a calculation of the Threshold Capital and Debt as of the Closing Date, Parent shall cause to be prepared in accordance with the Specified Accounting Principles, and delivered to the Equityholder Representative an unaudited balance sheet of the Company as of immediately prior to the Closing (the “Closing Balance Sheet”), together with a statement (the “Parent Closing Statement”) setting Policies set forth in reasonable detail Parent’s calculation of each of (i) Schedule 1.3.3 and assuming that the Closing Working Capital, (ii) the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared line item “Other Equipment” is accurate as set forth above, stated in detail reasonably acceptable Shareholders’ estimate delivered pursuant to the Equityholder Representative. (ii) From and after the delivery of the Closing Balance Sheet and the Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parent, Section 1.3.2. Shareholders shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access have up to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and 30 days thereafter to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each the Purchase Price to ensure that it has been calculated consistently with Section 1.3.1. If Shareholders believe that any material aspect of the Closing Working Capitalsuch calculation has not been prepared appropriately, the Closing Indebtedness and Representative shall, not later than the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute end of such calculation. (iv) If 30 day period, contact Buyer to attempt to resolve the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicablematter. If the Equityholder Representative and Parent parties are unable to reach agreement on resolve any matter within 30 days, Shareholders and Buyer shall jointly retain (and pay equally the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to fees of) a nationally recognized accounting firm chosen by Parent with no prior relationship with any of the Parties to determine the matter subject to disagreement, and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash so made by the Designated Accounting Firm shall be final and binding on Parentall parties. On final agreement on or determination of the Threshold Capital (which amount shall assume that the line item “Other Equipment” is accurate as stated in Shareholders’ estimate delivered pursuant to Section 1.3.2), $600,000 (the “First Escrow Distribution”) shall be distributed as provided in the Escrow Agreement (a) to Buyer to the extent that the Estimated Purchase Price is more than the Purchase Price and (b) any remainder to the Shareholders. To the extent that the First Escrow Distribution paid to Buyer is insufficient to repay Buyer the excess of the Estimated Purchase Price over the Purchase Price, the Equityholder Representative and Shareholders shall promptly pay an additional amount to Buyer to make up the Company Stockholders for all purposes of this Agreementdifference. If the Purchase Price exceeds the Estimated Purchase Price, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm Buyer shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid by Parent and the Equityholder Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared promptly pay such excess to the disputed items proposed by Parent and the Equityholder Representative, respectively), as determined by the Designated Accounting FirmShareholders.

Post-Closing Adjustment. (i) As promptly as practicable, but in no event later than sixty Within the thirty (6030) calendar days day period immediately following the Closing Date, Parent shall cause will have the right to be prepared in accordance with the Specified Accounting Principles, and delivered to the Equityholder Representative an unaudited balance sheet dispute (a “Dispute”) any part of the Company as of immediately prior to the Closing (the “Closing Balance Sheet”), together with a statement (the “Parent Closing Statement”) setting forth in reasonable detail Parent’s calculation of each of (i) the Closing Working Capital, (ii) the Closing Indebtedness and (iii) the Closing Estimated Net Cash and attaching all relevant backup materials, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder Representative. (ii) From and after the delivery of the Closing Balance Sheet and the Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained Schedule by the Equityholder Representative with reasonable access to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver delivering a written notice (a “Dispute Notice”) to the Independent Accountant with a copy to the Parent Representative. Any Dispute Notice will identify in reasonable detail the nature of any proposed revisions to the Estimated Net Cash Schedule and Parent’s good faith estimate of the final Parent Net Cash Amount and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement components thereof (any such items, the “Review PeriodDisputed Items”). The Dispute Notice shall set forth, in reasonable detail, and will be accompanied by reasonably detailed work papers and back-up materials supporting the principal basis for the dispute of such calculationproposed revisions. (ivii) If the Equityholder Representative does not deliver The Independent Accountant will be instructed to make a Dispute Notice to Parent prior written determination with respect to the expiration of the Review PeriodDisputed Items as promptly as practicable, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth but in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. any event within thirty (v30) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end date on which the Dispute is referred to the Independent Accountant. The Independent Accountant shall determine, based solely on the Estimated Net Cash Schedule, the Dispute Notice and the work papers and back-up materials supporting the basis for each, and not by independent review, only the Disputed Items. In resolving any Disputed Item, the Independent Accountant shall be bound by the assumptions and methodologies used in preparing Section 6.12 of the Review PeriodParent Disclosure Schedule, the Equityholder Representativedefinitions of Parent Net Cash Amount, on the one handParent Working Capital Liability Amount, or ParentParent Indebtedness Amount, on Parent Other Liability Amount, Parent Bonus Payment Amount, Transaction Expenses and Transfer Taxes and the other hand, applicable requirements of this Section 6.12 (and related definitions) and shall have not assign a value to any item greater than the right to refer greatest value for such dispute to a nationally recognized accounting firm chosen item claimed by either party or less than the smallest value for such item claimed by either party. No party hereto nor the Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet any ex parte conversations or meetings with the Designated Accounting Firm to provide their respective views as to Independent Accountant without the prior consent of the other party. Notwithstanding any disputed issues with respect provisions hereof to the calculation of each of the Closing Working Capitalcontrary, the Closing Indebtedness Independent Accountant shall be deemed to be acting as an expert and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and not as an arbiter. (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all For purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capitalterm “Final Parent Net Cash Amount” means (1) in the event there is no Dispute, the Closing Indebtedness and Estimated Parent Net Cash Amount or (2) in the Closing Cashevent there is a Dispute, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, Parent Net Cash Amount as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid by Parent and the Equityholder Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared to the disputed items proposed by Parent and the Equityholder Representative, respectively), as finally determined by the Designated Accounting FirmIndependent Accountant pursuant to Section 6.12(b)(iii).

Post-Closing Adjustment. Buyer and Sellers agree that during a period of one hundred twenty (i120) As promptly as practicable, but in no event later than sixty (60) calendar days following the Closing DateDate ("Post Closing Adjustment Period"), Parent shall cause Buyer and Sellers will determine the adjustments to be prepared in accordance with the Specified Accounting Principles, and delivered made to the Equityholder Representative an unaudited balance sheet of the Company as of immediately prior to the Closing (the “Preliminary Closing Balance Sheet”), together with a statement (the “Parent Closing Statement”) setting forth in reasonable detail Parent’s calculation of each of (i) the Closing Working Capital, (ii) the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as set forth above, in detail reasonably acceptable Sheet to the Equityholder Representative. (ii) From and after the delivery of arrive at the Closing Balance Sheet and the Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access to the books and records final determinations of the Surviving Corporation (or any successor thereto) for Net Worth Adjustment based on the purposes ofClosing Balance Sheet. Adjustments shall include but not be limited to: (A1) enabling uncollected Trade Accounts Receivable provided for in Section 10.1; (2) rebates received by KBI after Closing for goods purchased prior to Closing; (3) returns and allowances for goods sold or delivered prior to Closing; (4) changes in the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation liabilities of each the Business as of the Closing Working Capital, the Closing Indebtedness and the Closing CashDate; and (B5) identifying any dispute related to changes in the calculation tax reserves or other reserves of each the Business as of the Closing Working Capital, Date. Within one hundred twenty (120) days after the Closing Indebtedness Date, Buyer and Sellers shall submit to the other all adjustments (together with supporting detail) they believe should be made to the Estimated Purchase Price determined at Closing in order to arrive at the Closing Cash set forth in the Parent Closing Statement. Balance Sheet. Sellers and Buyer shall have forty-five (iii45) If the Equityholder Representative disputes the calculation days after receipt of such list of adjustments to object to any of the adjustments in writing to each other. Any adjustments that are not objected to during such forty-five (45) day period shall be deemed to be agreed to by the other party. Buyer and Sellers agree to negotiate and attempt to resolve in good faith any adjustments to which objections have been raised during the period of ten (10) days following receipt of objections. Any adjustments to the Estimated Purchase Price that either party has objected to and has not been resolved during the ten (10) day period following the objection shall be settled in accordance with the CPA Procedure. At the end of the Post Closing Working CapitalAdjustment Period, Buyer and Sellers agree to pay to each other, in immediately available funds, the Closing Indebtedness or amounts owed, if any, by either party to the Closing Cash set forth in other party to the Parent Closing Statement, then other as a result of any differences between the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Preliminary Closing Balance Sheet and the Parent Closing Statement (Balance Sheet; provided that if the “Review Period”)Post Closing Adjustment is less than $50,000 no adjustment shall be made. The Dispute Notice Post Closing Adjustment shall set forth, in reasonable detail, the principal basis not be considered an item of Damages for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this AgreementArticle XIII. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid by Parent and the Equityholder Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared to the disputed items proposed by Parent and the Equityholder Representative, respectively), as determined by the Designated Accounting Firm.

Post-Closing Adjustment. The Purchase Price set forth in Section 1.2(a) shall be subject to adjustment after the Closing Date as follows: (ia) As promptly as practicableFor purposes of this Agreement, but the "Target Net Tangible Book Value" shall be $475,200,000. Such figure is $25,000,000 in no event later than sixty excess of the figure derived from the Most Recent Balance Sheet in the manner shown on Schedule 1.4. (60b) calendar Within 75 days following after the Closing Date, Parent Raytheon shall cause prepare and deliver to be the Buyer a statement (the "Closing Statement") that is prepared in accordance with GAAP (provided that in the Specified Accounting Principlesevent of any inconsistency between GAAP and the methodologies described below, the methodologies described below shall control) and delivered to that sets forth the Equityholder Representative an unaudited balance sheet of the Company Acquired Assets and Assumed Liabilities as of immediately prior to the Closing (without giving effect to the “transactions contemplated by this Agreement) and also showing the excess of the Acquired Assets, excluding goodwill and other intangible assets, over the Assumed Liabilities as shown thereon (the "Closing Balance Sheet”Net Tangible Book Value"), together with a statement special purpose audit report by PricewaterhouseCoopers LLP which shall state that the Closing Statement fairly presents, in all material respects, the Acquired Assets and the Assumed Liabilities as of the Closing Date on a basis consistent with this Section 1.4. All fees, costs and expenses of the services rendered by PricewaterhouseCoopers LLP in connection with the preparation of the Closing Statement shall be borne by the Sellers. Subject to the methodologies and procedures described in the balance of this Section 1.4(b), the Closing Statement shall be prepared using the same accounting principles, practices, procedures, policies and methods, with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies, that were employed in the preparation of the balance sheet attached as Schedule 1.4 and the derivation of the Target Net Tangible Book Value. Except as specifically provided in the following sentence, (A) the “Parent Closing Statement”) setting forth in reasonable detail Parent’s calculation Net Tangible Book Value, and any difference between the Target Net Tangible Book Value and the Closing Net Tangible Book Value, shall not reflect any of each of the following items: (i) the Closing Working Capitaleffect of any changes to estimates used to prepare the Most Recent Balance Sheet (it being agreed that increases in percentage of completion resulting from normal cost-to-cost accounting applied to additional contract expenditures shall not be considered estimates for purposes of this section), (ii) any changes in or adjustments to the Closing Indebtedness and reserves or estimates at completion used in the preparation of the balance sheet attached as Schedule 1.4, (iii) the Closing Cash and attaching all relevant backup materialsdeferred tax asset or liability accounts, schedules and the illustration prepared as set forth above, or (iv) any changes in detail reasonably acceptable to the Equityholder Representative. (ii) From and after the delivery any of the Closing assets or liabilities of the AIS Business between the Balance Sheet and the Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness Date and the Closing Cash; Date, and (B) identifying any dispute related to all estimates at completion, contract profit rates and loss or other reserves associated with contracts in process used in the calculation of each preparation of the Closing Working Capital, balance sheet attached as Schedule 1.4 shall be the Closing Indebtedness same in Schedule 1.4 and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then and any associated impacts on any other accounts which change based on a change in such estimates at completion, contract profit rates and loss or other reserves shall be ignored. Notwithstanding the Equityholder Representative foregoing sentence, the following items and changes shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of be taken into account in preparing the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting FirmStatement: (i) each all amounts of Parent and the Equityholder Representative any reserve or valuation accounts shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to be reduced for any disputed issues cash payments with respect to such reserve and valuation accounts after the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing CashBalance Sheet Date; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm changes shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited made to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid by Parent and the Equityholder Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared to the disputed items proposed by Parent and the Equityholder Representative, respectively), as determined by the Designated Accounting Firm.

Post-Closing Adjustment. 3.6.1 During a period of thirty (i30) As promptly as practicable, but in no event later than sixty (60) calendar days Business Days following the Closing Date, Parent Sellers and Purchaser shall cause work together in good faith to be prepared in accordance with the Specified Accounting Principles, and delivered to the Equityholder Representative an unaudited balance sheet of the Company as of immediately prior to the Closing prepare a calculation (the “Closing Balance SheetNet Working Capital Calculation”)) of the actual Net Working Capital as of the close of business on July 31, together with a statement 2005 (the “Parent Actual Net Working Capital”). In connection therewith, Purchaser shall deliver to Sellers within fifteen (15) Business Days following the Closing Statement”Date a detailed calculation of the Actual Net Working Capital together with appropriate supporting documentation. 3.6.2 The Sellers and their representatives shall have the right to examine and make copies of the work papers and other documents generated or reviewed in connection with the calculation of the Actual Net Working Capital. 3.6.3 The Sellers shall have fifteen (15) setting forth in reasonable detail ParentBusiness Days after the receipt of Purchaser’s calculation of each of (i) the Closing Actual Net Working Capital, (ii) the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder Representative. (ii) From and after the delivery of the Closing Balance Sheet and the Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and Capital to review Parent’s calculation of each of the Closing Working Capital, work papers and other documents generated or reviewed by Purchaser in connection with the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement preparation thereof (the “Sellers’ Review Period”). The Dispute Notice shall set forth, in reasonable detail, During the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Sellers’ Review Period, Parent’s Purchaser and Sellers shall use their best efforts to resolve any disputes with regard to the Net Working Capital Calculation. In the event no agreement can be reached and if, during the Sellers’ Review Period, a group of Sellers representing at least a majority of the Purchaser Shares at the Closing Date jointly notifies Purchaser in writing that they are unwilling to accept the calculation of each the Actual Net Working Capital, specifically identifying the item(s) and amount(s) in dispute and the basis for such dispute (a “Notice of Disagreement”), the parties shall resolve the disputes noted in the Notice of Disagreement in accordance with the procedures set forth in Section 3.6.4 below. 3.6.4 If Sellers deliver a Notice of Disagreement to Purchaser, the parties may select a mutually satisfactory recognized firm of independent certified public accountants that has not been affiliated with the Sellers, the Company or Purchaser or their respective Affiliates (the “Settlement Accountants”) to finally resolve the disagreement. If the Parties cannot agree on the Settlement Accountants, the recognized firm of independent certified public accountants shall be KPMG Belgium. The Settlement Accountants shall use their best efforts to reach a determination not more than thirty (30) days after such referral. The costs and expenses of the Closing services of the Settlement Accountants shall be paid equally by Purchaser and Sellers. 3.6.5 If no Notice of Disagreement is received by Purchaser within Seller’s Review Period or if no agreement could be reached as to the Actual Net Working Capital and the Settlement Accountants have determined the Actual Net Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration calculation of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Actual Net Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent Purchaser or the Equityholder RepresentativeSettlement Accountants, as the case may be, shall be final and no lower than shall not be subject to further review, challenge or adjustment absent fraud (the lower amount calculated by Parent “Final Net Working Capital”). The final Cash Purchase Price (the “Final Cash Purchase Price”) shall be determined based upon the Final Net Working Capital. 3.6.6 To the extent the Final Cash Purchase Price differs from the Advance Cash Purchase Price paid to the Sellers in accordance with Section 3.3 hereof, the Advance Cash Purchase Price shall be increased or the Equityholder Representative decreased, as the case may be, on a euro-for-euro basis, by an amount equal to the difference between the Final Cash Purchase Price and the Advance Cash Purchase Price. The fees and expenses To the extent the Advance Cash Purchase Price is decreased, Sellers shall pay the difference to the Purchaser within ten (10) Business Days as of the Designated Accounting Firm calculation of the Final Net Working Capital. To the extent the Advance Cash Purchase Price is increased, the Purchaser or the Guarantor, each held jointly or severally, shall pay within ten (10) Business Days as of the calculation of the Final Net Working Capital the amount of the increase of the Advance Cash Purchase Price to Sellers by wire transfer of immediately available funds to the Wire Accounts. 3.6.7 If the Net Working Capital Calculation (whether for purposes of determining the Estimated Net Working Capital or the Final Net Working Capital) results in an amount of Net Working Capital that is less than 0, the corresponding Cash Purchase Price shall be paid by Parent and the Equityholder Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared to the disputed items proposed by Parent and the Equityholder Representative, respectively), as determined by the Designated Accounting Firmzero.

Post-Closing Adjustment. As soon as the Auditor's Report has ----------------------- been delivered pursuant to the provisions set forth in Section 4.1 hereof and either all disagreements with respect to the Closing Date Net Assets have been resolved directly by Purchaser and Seller or the report of the Arbiter has been issued: (ia) As promptly in the event that the Definitive Closing Date Net Assets shall be less than the Interim Date Net Assets, then Seller shall pay to Purchaser the amount of such difference in cash plus interest thereon from the Closing Date to the date of such payment thereof at the per annum rate equal to the rate announced by Citibank, N.A. in the City of New York as practicable, but its base rate as in no event later than sixty (60) calendar days following effect on the Closing Date; or (b) in the event that the Definitive Closing Date Net Assets shall be greater than the Interim Date Net Assets, Parent then Purchaser shall cause pay to be prepared Seller the amount of such difference in accordance with cash plus interest thereon from the Specified Accounting Principles, and delivered Closing Date to the Equityholder Representative an unaudited balance sheet date of such payment thereof at the Company as of immediately prior per annum rate equal to the rate announced by Citibank, N.A. in the City of New York as its base rate as in effect on the Closing (Date. Any such cash payment pursuant to this Section 4.2 shall be made within 10 Business Days following the “Closing Balance Sheet”), together with a statement (the “Parent Closing Statement”) setting forth in reasonable detail Parent’s calculation of each later of (i) the Closing Working Capital, (ii) the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder Representative. (ii) From and after the delivery of the Closing Balance Sheet and the Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative parties of the Audited Closing Date Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect if there shall exist a dispute between the parties as to any specific discrepancy the amount of Closing Date Net Assets, the date of receipt of the Arbiter's report, by bank wire transfer of immediately available funds to an account designated by Purchaser or disagreementSeller, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses cash payment pursuant to this Section 4.2 (other than the portion of any such payment made by Purchaser specifically denominated as interest hereunder) shall be treated by the parties as an adjustment to the purchase price of the Designated Accounting Firm shall be paid by Parent Assets. The provisions of this Section 4.2 Post Closing Adjustment section, as well as provisions contained in Section 4.1 and Section 5.5, are intended to measure the differences between the Interim Date Balance Sheet and the Equityholder Representative (Closing Date Balance Sheet on behalf of a comparable basis. Differences in accounting treatment as identified in Section 4.1(a)(2) between the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared to the disputed items proposed by Parent Interim Date Balance Sheet and the Equityholder RepresentativeClosing Date Balance Sheet are to be addressed under the Indemnification provisions of Section 12 of this Agreement, respectively), as determined and no attempt will be made by either Purchaser or Seller to seek an economic adjustment under both the Designated Accounting Firmprice adjustment terms of Article IV and the indemnity provisions of Article XII of this Agreement.

Post-Closing Adjustment. (i) As promptly as practicable, practicable but in any event no event later than sixty (60) calendar days following after the Closing Date, Parent the Purchaser shall cause to be prepared in accordance with the Specified Accounting Principles, and delivered deliver to the Equityholder Representative an unaudited balance sheet of the Company as of immediately prior to the Closing (the “Closing Balance Sheet”), together with Seller a statement (the “Parent Final Closing Statement”) setting forth in reasonable detail Parent’s its calculation of each of (i) the Closing Working Capital, (ii) the Closing Indebtedness Net Retained Earnings and (iii) the Closing Cash and attaching all relevant backup materials, schedules any differences between such amount and the illustration Estimated Net Retained Earnings. The Final Closing Statement shall be prepared as set forth above, in detail reasonably acceptable to accordance with GAAP and the Equityholder RepresentativeAgreed Principles. (ii) From and after If the delivery Seller disagrees with the Purchaser’s calculation of the Closing Balance Sheet and the Parent Closing Statement, Parent, and, Net Retained Earnings as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Final Closing Statement, the Seller may within thirty (30) days after delivery of the Final Closing Statement deliver a notice to the Purchaser disagreeing with such calculation and setting forth the Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which the Seller disagrees, and the Shareholders’ Representative shall be deemed to have agreed with all other items and amounts contained in the Final Closing Statement and the calculation of Closing Net Retained Earnings set forth therein. (iii) If the Equityholder Representative disputes Seller duly delivers to the calculation Purchaser a notice of any of the Closing Working Capitaldisagreement pursuant to Section 2.5(b)(ii), the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent Purchaser and the Escrow Agent Seller shall, during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement fifteen (the “Review Period”). The Dispute Notice shall set forth15) days following such delivery, in reasonable detail, the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capitaldisputed items or amounts in order to determine, as may be required, the amount of Closing Indebtedness Net Retained Earnings, which amount shall not be less than the amount thereof shown in the Purchaser’s calculation delivered pursuant to Section 2.5(b)(i) nor more than the amount thereof shown in the Seller’s calculation delivered pursuant to Section 2.5(b)(ii). If during such period, the Purchaser and the Closing Cash, as applicable. If the Equityholder Representative and Parent Seller are unable to reach agreement on the calculation of each of the Closing Working Capitalsuch agreement, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, they shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations promptly thereafter cause Deloitte & Touche LLP (the “Expert CalculationsAccounting Referee”) to the Equityholder Representative, Parent review this Agreement and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid by Parent and the Equityholder Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items or amounts for the purpose of calculating Closing Net Retained Earnings (it being understood that in making such calculation, the Accounting Referee shall be functioning as resolved by an expert and not as an arbitrator). In making such calculation, the Designated Accounting Firm as compared to Referee shall consider only those items or amounts in the disputed items proposed by Parent Final Closing Statement and the Equityholder Representative, respectively), Purchaser’s calculation of Closing Net Retained Earnings as determined by to which the Designated Accounting Firm.Seller has

Post-Closing Adjustment. (b) If Norton shall deliver timely a Post-Closing Dispute Notice in accordance with Section 2.05(a) hereof, then (i) As promptly if the lowest of the two aggregate Book Values reflected on the Final Closing Balance Sheet and the Post-Closing Dispute Notice is greater than $15,000,000, the Purchaser shall pay the excess of such lowest amount over $15,000,000 to the Companies within 5 days following delivery of the Post-Closing Dispute Notice, or (ii) if the highest of the two aggregate Book Values reflected on the Final Closing Balance Sheet and the Post-Closing Dispute Notice is less than $15,000,000, the Companies and the Stockholders, jointly and severally, shall pay such shortfall of $15,000,000 over such highest amount to the Purchaser within 5 days following delivery of the Post-Closing Dispute Notice. (c) In the event that a Post-Closing Dispute Notice is timely given and Norton and the Stockholder Representative are unable to resolve the disputed matters set forth in the Post-Closing Dispute Notice within 15 days after receipt by the Stockholder Representative of the Post-Closing Dispute Notice, all disputed matters raised in the Post-Closing Dispute Notice and not resolved shall be submitted to the Independent Auditor, for final resolution in accordance with the terms and provisions of this Agreement. Norton, the Stockholders and the Companies shall use their respective best efforts to cause the Independent Auditor to make its determination as practicableto the resolution of such disputed matters (the "Post-Closing Determination") as soon as possible, but in no event later than sixty (60) calendar 30 days following after written submission of the Closing Date, Parent shall cause to be prepared in accordance with the Specified Accounting Principles, and delivered disputed matters to the Equityholder Representative an unaudited balance sheet of the Company as of immediately prior Independent Auditor. The Post-Closing Determination shall be limited to the Closing (the “Closing Balance Sheet”), together with a statement (the “Parent Closing Statement”) setting forth in reasonable detail Parent’s calculation of each of (i) the Closing Working Capital, (ii) the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder Representative. (ii) From and after the delivery of the Closing Balance Sheet and the Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parentsuch disputed matters, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parentupon all of the parties hereto, and shall be reflected in a written report which shall be delivered by the Independent Auditor to Norton, the Equityholder Stockholders, the Stockholder Representative and the Company Stockholders for Companies. One-half of all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration fees and disbursements of the Review Period, then Independent Auditor shall be paid by the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness Companies and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder RepresentativeStockholders, on the one hand, or Parentand one-half of such fees and disbursements shall be paid by Norton, on the other hand, . (d) shall have pay such shortfall to the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution Purchaser within 5 days of any such dispute receipt by the Designated Accounting Firm: (i) each of Parent and the Equityholder Stockholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Post-Closing Working Capital, the Closing Indebtedness and the Closing Cash; Determination. (iie) the Designated Accounting Firm Any payments made under this Section 2.05 shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash be made by bank wire transfer in immediately available funds to an account or accounts designated by Norton or the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing CashStockholder Representative, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid by Parent and the Equityholder Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared at least two business days prior to the disputed items proposed by Parent and the Equityholder Representative, respectively), as determined by the Designated Accounting Firmdate such payment is due.

Post-Closing Adjustment. (ia) As promptly as practicable, but in no event later than Within sixty (60) calendar days following the Closing Date, Parent Buyer shall cause deliver to be prepared in accordance with the Specified Accounting Principles, and delivered to the Equityholder Representative an unaudited balance sheet of the Company as of immediately prior to the Closing (the “Closing Balance Sheet”), together with Seller a statement (e-mail sufficient with confirmation of delivery and receipt by Seller) setting forth, as of 12:01 a.m. on the “Parent Closing Date, Buyer's determination of the actual amounts of Net Working Capital and each component thereof in the format provided in the Net Working Capital Calculation Schedule (the "Proposed Final Closing Statement”) setting forth in reasonable detail Parent’s calculation of each of (i) the Closing Working Capital"), (ii) the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder Representative. (ii) From and after the delivery of the Closing Balance Sheet and the Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access to based upon the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute Seller related to the calculation Rehabilitation Business and in accordance with Xxxxxx's historical accounting principles and practices as if the Proposed Final Closing Statement was prepared as of each of a fiscal year end. Unless Buyer timely delivers to Seller the Proposed Final Closing Working CapitalStatement, the Estimated Closing Indebtedness Statement will be final, conclusive and binding on the Closing Cash set forth in the Parent Closing StatementParties, absent fraud or manifest error. (iiib) If the Equityholder Representative disputes the calculation of any Seller shall have thirty (30) days following Xxxxx's delivery of the Proposed Final Closing Working Capital, Statement to review the Closing Indebtedness or the Closing Cash amounts and calculations set forth in on the Parent Proposed Final Closing Statement. Unless within such thirty (30) day period, then the Equityholder Representative shall deliver Seller delivers to Buyer a written notice (e-mail sufficient with confirmation of delivery and receipt by Buyer) (a “"Dispute Notice”"), then the Proposed Final Closing Statement will be final, conclusive and binding on the Parties, absent fraud or manifest error. Any Dispute Notice delivered hereunder must set forth in reasonable detail (i) to Parent any item on the Proposed Final Closing Statement that Seller disputes, the basis for such dispute, and the Escrow Agent during Seller's proposed amount of such item and (ii) the 30-day period commencing upon receipt by the Equityholder Representative Seller's alternative calculation of the Closing Balance Sheet actual amounts of Net Working Capital. Any item or amount to which no dispute is raised in the Dispute Notice will be final, conclusive and binding on the Parent Closing Statement parties, absent fraud, on the date on which Xxxxx receives the Dispute Notice. Any Dispute Notice must specify, with reasonable particularity, all facts that form the basis of such disagreements. The Parties shall attempt to promptly resolve the matters raised in any Dispute Notice in good faith. (c) If the Parties fail to agree to a resolution within fifteen (15) Business Days after delivery of any Dispute Notice, then either Buyer or Seller may provide written notice to the other (the “Review Period”"Dispute Submission Notice") that it elects to submit the disputed items to RSM US LLP (the "Accounting Firm"). The Accounting Firm will promptly after receipt of the Dispute Submission Notice, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement (including, for the avoidance of doubt, to the extent relevant the application of the accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation and accrual methodologies that were used in the preparation of the Financial Statements by determining whether the position of Buyer or Seller, are, on the whole, more accurate and, based on such determination, adopting either all of the positions set forth by Buyer or all of the positions set forth by Seller). In any such case, a single partner of the Accounting Firm selected by such Accounting Firm in accordance with its normal procedures and having expertise with respect to settlement of such disputes shall set forthact for the Accounting Firm in the determination proceeding, and the parties shall instruct the Accounting Firm to render a written decision with respect to such disputed matter, including a statement in reasonable detail, detail of the principal basis for its decision within thirty (30) days after the dispute parties' delivery of such calculationthe disputed items. All the fees and expenses of the Accounting Firm shall be borne by Seller (in the event that Xxxxx's positions are adopted by the Accounting Firm) or Buyer (in the event that Seller positions are adopted by the Accounting Firm). (ivd) If The decision of the Equityholder Representative does not deliver a Dispute Notice to Parent prior Accounting Firm with respect to the expiration disputed items of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Proposed Final Closing Statement shall submitted to it will be deemed final final, conclusive and binding on Parentthe Parties, absent fraud. As used herein, the Equityholder Representative Proposed Final Closing Statement or any statement that becomes binding upon a lapse of time and without timely submission to arbitration or notification of a dispute as adjusted to reflect any changes agreed to by the Parties and the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration decision of the Review PeriodAccounting Firm, then the Equityholder Representative and Parent shall use commercially reasonable efforts in each case, pursuant to reach agreement on the calculation of each of the Closing Working Capitalthis Section 2.03, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being is referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid by Parent and the Equityholder Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared to the disputed items proposed by Parent and the Equityholder Representative, respectively), as determined by the Designated Accounting Firm."

Post-Closing Adjustment. (i) As promptly as practicable, but in no event No later than sixty ninety (6090) calendar days following from the Closing Date, Parent shall cause to be prepared in accordance with the Specified Accounting Principles, and delivered to the Equityholder Representative an unaudited balance sheet date of the Company as of immediately prior to the Closing (the “Closing Balance Sheet”"Adjustment Date"), together with the Purchaser will calculate the Tax Adjustment Amount and the Working Capital Amount utilizing the exact methodology set forth in Schedules 3(ii) and 3(iii). Prior to the Adjustment Date the Purchaser will provide Seller and Stockholder a statement detailed accounting of such calculations and the calculation of the Acquisition Consideration utilizing the newly calculated Tax Adjustment Amount and Working Capital Amount (the “Parent Closing Statement”) setting forth in reasonable detail Parent’s calculation of each of (i) "Revised Acquisition Consideration Amount"). In the Closing Working Capitalevent the Revised Acquisition Consideration Amount shall exceed the Acquisition Consideration paid at Closing, (ii) the Closing Indebtedness and (iii) Purchaser shall cause the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as set forth above, in detail reasonably acceptable Sub to pay such differential to the Equityholder Representative. Seller in cash within fifteen (ii15) From and after the delivery days of the Adjustment Date, provided Seller has not objected to such calculation. In the event the Revised Acquisition Consideration Amount is less than the Acquisition Consideration paid at Closing Balance Sheet and , the Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parent, Seller and/or Stockholder shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access cause such differential to be paid to the books and records Sub within fifteen (15) days of the Surviving Corporation (or any successor thereto) for Adjustment Date, provided Seller has not objected to such calculation. In the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related event Seller objects to the calculation of each the Revised Acquisition Consideration Amount, Seller shall so advise Purchaser in writing not later than ten (10) days following the Adjustment Date. The Seller and Purchaser shall in good faith attempt to resolve any dispute. If the Seller and Purchaser are unable to resolve such dispute within thirty (30) days of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing StatementAdjustment Date, then the Equityholder Representative dispute will be finally and conclusively determined by an independent accounting firm of recognized national standing (the "Consideration Arbiter") selected by Purchaser and Seller, which firm shall deliver a written notice not be the regular accounting firm of either Purchaser or Seller. Promptly, but not later than thirty (a “Dispute Notice”30) to Parent and days after acceptance of appointment hereunder, the Escrow Agent during Consideration Arbiter will determine the 30-day period commencing upon receipt by the Equityholder Representative calculations of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior Revised Acquisition Consideration Amount pursuant to the expiration of the Review Periodapplicable Schedules, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement which determination shall be deemed final in writing and conclusive and binding on Parentupon the parties and not subject to further review, the Equityholder Representative and the Company Stockholders for all purposes of dispute or appeal. Any adjustment payable pursuant to this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses of the Designated Accounting Firm provision shall be paid by Parent and the Equityholder Representative applicable party within ten (on behalf 10) days of delivery of the Equityholders) from Consideration Arbiter's determination. The Seller and Purchaser shall share evenly the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on fees of the disputed items as resolved by the Designated Accounting Firm as compared to the disputed items proposed by Parent and the Equityholder Representative, respectively), as determined by the Designated Accounting FirmConsideration Arbiter.

Post-Closing Adjustment. (ia) As promptly as practicable, but in no event later than sixty (60) Within 90 calendar days following after the Closing Date, Parent Buyer shall cause deliver to be prepared in accordance with the Specified Accounting Principles, and delivered to the Equityholder Representative an unaudited balance sheet of the Company as of immediately prior to the Closing (the “Closing Balance Sheet”), together with a statement (the “Parent Closing Statement”) setting forth in reasonable detail ParentBuyer’s calculation of the following items (each of a “Closing Item”): (i) Working Capital of the Closing Acquired Companies (as finally determined pursuant to this Section 1.8, the “Final Working Capital”), (ii) the aggregate amount of Indebtedness of the Acquired Companies as of immediately prior to the Closing Indebtedness and (as finally determined pursuant to this Section 1.8, “Final Indebtedness”), (iii) the aggregate amount of Transaction Expenses (as finally determined pursuant to this Section 1.8, the “Final Transaction Expenses”), (iv) the Cash as of immediately prior to Closing Cash and attaching all relevant backup materials(as finally determined pursuant to this Section 1.8, schedules and the illustration prepared “Final Cash”), (v) the Company Taxes Payable as set forth above, in detail reasonably acceptable of immediately prior to the Equityholder RepresentativeClosing (as finally determined pursuant to this Section 1.8, the “Final Company Taxes Payable”) and (vi) the resulting calculation of the Final Merger Consideration. (iib) From and Representative shall have 30 calendar days within which to review Buyer’s calculation of the Closing Items after the Buyer’s delivery of the Closing Balance Sheet and the Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) . If the Equityholder Representative disputes the calculation of any of the Closing Working CapitalItems, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver notify Buyer in writing of its objection to such Closing Item within such 30-day period, together with a written notice description of the basis for and dollar amount of such disputed items, all in reasonable detail (a “Dispute Notice”) ). The Closing Items, as set forth in the Closing Statement, shall become final, conclusive and binding on the Parties unless Representative delivers to Parent and the Escrow Agent during the Buyer a Dispute Notice within such 30-day period commencing upon receipt by the Equityholder period. If Representative of timely delivers a Dispute Notice, any amounts on the Closing Balance Sheet Statement not objected to by Representative in the Dispute Notice shall be final, conclusive and binding on the Parent Closing Statement Parties. Buyer and Representative shall, within 45 calendar days following Buyer’s receipt of any Dispute Notice (the “Review Resolution Period”), attempt to resolve in writing their differences with respect to the matters set forth in the Dispute Notice and any such resolution shall be final, binding and conclusive. If, at the conclusion of the Resolution Period, any amounts remain in dispute, then such items remaining in dispute shall be submitted to and shall be resolved by Deloitte LLP (the “Dispute Firm”). The Dispute Notice Firm shall set forth, in reasonable detail, the principal basis be mutually engaged by Buyer and Representative and shall review (acting as experts and not as arbitrators for the dispute purposes of such calculation. (ivreview) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash determine only those issues set forth in the Parent Dispute Notice that remain in dispute and shall determine a value for any such disputed item, in accordance with the provisions and definitions contained in this Agreement, the Accounting Principles and GAAP, which is equal to or between the final values proposed by Buyer and Representative and their respective submissions. The Parties shall request that the Dispute Firm make a decision with respect to all disputed items within 30 calendar days after the submissions of the Parties, as provided above, and in any event as promptly as practicable. Buyer and Representative will cause the Dispute Firm to deliver a written report containing its calculation of the disputed items and a written explanation in reasonable detail of each required adjustment to the Closing Statement Items, including the basis for those adjustments as related to the provisions and definitions contained in this Agreement, the Accounting Principles and GAAP. The Dispute Firm’s determination shall be deemed based solely on the relevant work papers and books and records relating to the Company and the written information provided by Buyer and Representative which are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review) and the Dispute Firm shall not conduct additional discovery in any form. Copies of any materials and information provided by a Party to the Dispute Firm will be concurrently provided to the other Parties. The decision of the Dispute Firm shall be final and binding on Parentall Parties, the Equityholder Representative and the Company Stockholders Closing Items, as determined by the Dispute Firm, shall constitute the final and binding Closing Items for all purposes of determining the Merger Consideration, absent manifest error. The decision rendered pursuant to this AgreementSection 1.8(b) may be filed as a judgment in any court of competent jurisdiction. Any Party (in the case of the Representative, at the Effective Time Holders’ expense) may seek specific enforcement or take other necessary legal action to enforce any decision made by the Dispute Firm. The other Party’s only defense to such a request for specific enforcement or other legal action shall be fraud by or upon the Dispute Firm. Absent such fraud, such other Party (in the case of the Representative, solely on behalf of the Effective Time Holders) shall reimburse the Party seeking enforcement for its expenses related to such enforcement. (vc) If The reasonable fees and expenses of the Equityholder Representative delivers a Dispute Notice to Parent prior Firm relating to the expiration work, if any, to be performed by the Dispute Firm will be allocated to Representative (solely on behalf of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder RepresentativeEffective Time Holders), on the one hand, or ParentBuyer, on the other hand, shall have based upon the right percentage which the portion of the contested amount not awarded to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect Party bears to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of amount actually contested by such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid by Parent and the Equityholder Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared to the disputed items proposed by Parent and the Equityholder Representative, respectively)Party, as determined by the Designated Accounting Dispute Firm. Buyer and Representative shall promptly execute any reasonable engagement letter requested by the Dispute Firm and shall each cooperate fully with the Dispute Firm so as to enable it to make any requested determinations as quickly and as accurately as practicable. (d) During the 30 calendar day period from and after Representative’s receipt of the Closing Statement, Representative and its representatives shall be permitted reasonable access during normal business hours to review the Acquired Companies’ books and records related to Buyer’s preparation of the Closing Statement. Representative and its representatives may make inquiries of Buyer, the Acquired Companies and their respective accountants regarding questions concerning, or disagreements with, the Closing Statement arising in their review thereof, and Buyer shall use its, or shall cause the Acquired Companies to use their, commercially reasonable efforts to cause any such accountants to cooperate with and respond to such inquiries. From and after Buyer’s receipt of a Dispute Notice until the end of the Resolution Period or, if earlier, such time as the Closing Items are finally determined pursuant to this Section 1.8, Buyer and its representatives shall be permitted reasonable access during normal business hours to review Representative’s books and records relating to the Dispute Notice and the Closing Statement. Buyer and its representatives may make inquiries of Representative and its accountants regarding questions concerning, or disagreements with, the Dispute Notice arising in their review thereof, and Representative shall use its commercially reasonable efforts to cause such accountants to cooperate with and respond to such inquiries. (e) If the Final Merger Consideration as determined by this Section 1.8 exceeds the Initial Merger Consideration (such excess amount, if any, the “Excess Amount”), then Buyer shall, or shall cause the Acquired Companies to, within five calendar days after the Final Merger Consideration is finally determined pursuant to this Section 1.8, deliver to the Paying Agent, with respect to payments in respect of Company Stock, and the Surviving Corporation, with respect to payments in respect of Cash-Out Options, sufficient funds to pay to each Effective Time Holder, by wire transfer of immediately available funds or by electronic check (ACH), as applicable, to the account designated by such Effective Time Holder, an aggregate amount equal to such Effective Time Holder’s Pro Rata Share multiplied by the Excess Amount (it being understood that payments in respect of Cash-Out Options will be made in accordance with the Surviving Corporation’s normal payroll practices). If the Final Merger Consideration as determined by this Section 1.8 is less than the Initial Merger Consideration (such shortfall amount, if any, the “Shortfall Amount”), then Buyer and Representative shall cause to be delivered to the Escrow Agent a joint written statement directing the Escrow Agent to release from the Adjustment Escrow Amount and, to the extent the Shortfall Amount exceeds the Adjustment Escrow Amount, from the General Escrow Amount, an amount equal to the Shortfall Amount, in each case within five calendar days after the Final Merger Consideration is finally determined pursuant to this Section 1.8. If there is an Excess Amount, or if the Shortfall Amount is less than the Adjustment Escrow Amount, then Buyer and Representative shall cause to be delivered a joint written statement directing the Escrow Agent to release to the Effective Time Holders, in accordance with their Pro Rata Shares, within five calendar days after the Final Merger Consideration is finally determined pursuant to this Section 1.8, as applicable (i) if there is an Excess Amount, then the Adjustment Escrow Amount, or (ii) if there is a Shortfall Amount, then the Adjustment Escrow Amount remaining after payment of the Shortfall Amount to Buyer (it being understood that payments in respect of Cash-Out Options may be released to the Surviving Corporation and paid in accordance with the Surviving Corporation’s normal payroll practices).

Post-Closing Adjustment. The Closing Merger Consideration shall be adjusted after the Closing as follows: (ia) As promptly as practicable, but in no event later than sixty (60) calendar days Within [**] following the Closing Date, Parent the Buyer shall deliver, or cause to be prepared in accordance with the Specified Accounting Principlesdelivered, and delivered to the Company Equityholder Representative an unaudited balance sheet of the Company (the “Preliminary Closing Date Balance Sheet”) as of immediately prior the Closing prepared in accordance with GAAP and in the form and format of Exhibit C, together with the Buyer’s calculation of the Adjustment Amount (and each component thereof) based on the Preliminary Closing Date Balance Sheet. (b) Subject to the resolution of any disputes pursuant to this Section 1.12, within five (5) Business Days after the determination of the Final Closing Date Balance Sheet (as defined below), (i) if the Adjustment Amount is negative, the Buyer shall be entitled to a payment in an amount equal to the Adjustment Amount, which shall be treated as a downward adjustment to the Closing (the “Closing Balance Sheet”), together with a statement (the “Parent Closing Statement”) setting forth in reasonable detail Parent’s calculation of each of (i) the Closing Working Capital, Merger Consideration for Tax purposes and (ii) if the Adjustment Amount is positive, the Company Equityholders shall be entitled to a payment from the Buyer in an aggregate amount equal to the Adjustment Amount, which shall be treated as an upward adjustment to the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder RepresentativeMerger Consideration for Tax purposes. (iic) From If the Buyer is entitled to a payment pursuant to Section 1.12(b), the Buyer and the Company Equityholder Representative shall, within two (2) Business Days after the delivery determination of the Final Closing Date Balance Sheet and Sheet, deliver to the Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parent, shall provide Escrow Agent a joint instruction letter signed by each such Party instructing the Equityholder Representative and any accountants Escrow Agent to disburse from the Escrow Fund an amount in cash equal to the Adjustment Amount to one or advisors retained more accounts designated by the Buyer. If the Adjustment Amount exceeds the available Escrow Fund (as reduced by claims for indemnification pursuant to Article VII which have previously been satisfied from the Escrow Amount), the Company Equityholders shall immediately pay the Buyer their respective Equityholder Representative with reasonable access to the books and records Pro Rata Share of the Surviving Corporation (or any successor thereto) for amount of such excess. If the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors Company Equityholders are entitled to calculate, and a payment pursuant to review Parent’s calculation of each of the Closing Working CapitalSection 1.12(b), the Closing Indebtedness and Buyer shall pay the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth Adjustment Amount in the Parent Closing Statementaccordance with Section 1.16. (iiid) If the Equityholder Representative disputes the calculation of any As of the Closing Working Capitalthirtieth (30th) day following the delivery thereof to the Company Equityholder Representative, the Preliminary Closing Indebtedness or Date Balance Sheet shall be final, binding and conclusive on the Closing Cash set forth in Parties and all Company Equityholders for purposes of this Section 1.12 unless, prior to such thirtieth (30th) day, the Parent Closing Statement, then the Company Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and have notified the Escrow Agent during Buyer in writing of each item on the 30-day period commencing upon receipt Preliminary Closing Date Balance Sheet disputed by the Company Equityholder Representative of Representative, specifying the Closing Balance Sheet amount thereof in dispute and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set setting forth, in reasonable detail, the principal basis for such dispute. In the dispute event of such calculation. (iv) a dispute, the Buyer and the Company Equityholder Representative shall work in good faith to reconcile their differences. If the Buyer and the Company Equityholder Representative does not deliver are unable to reach a Dispute Notice to Parent prior resolution within twenty (20) days after receipt by the Buyer of the Company Equityholder Representative’s written notice of such dispute, the Buyer and the Company Equityholder Representative shall submit the items remaining in dispute for resolution to the expiration Neutral Accountant, which shall, within thirty (30) days of such submission, determine and report to the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Company Equityholder Representative and the Buyer upon such remaining disputed items, and such report shall be final, binding and conclusive on all Parties and the Company Stockholders Equityholders, absent manifest error. In resolving any disputed items, the Neutral Accountant shall apply the accounting principles described in Section 1.12(a) and, with respect to each disputed item, the Neutral Accountant shall select a value that is equal to (or between) the respective values presented by the Buyer and the Company Equityholder Representative. The Neutral Accountant shall act as an expert and not as an arbitrator. A Preliminary Closing Date Balance Sheet that has either not been challenged, has been reconciled by the Parties, or has been revised by the Neutral Accountant to reflect its determinations pursuant to this Section 1.12, is referred to herein as the “Final Closing Date Balance Sheet” and shall be final, binding and conclusive on all Parties and the Company Equityholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration Section 1.12. The fees and disbursements of the Review Period, then Neutral Accountant shall be allocated equally between the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder RepresentativeBuyer, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid by Parent and the Equityholder Representative (on behalf of the Company Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based ), on the disputed items as resolved by other hand. The Parties agree that the Designated Accounting Firm as compared procedures set forth in this Section 1.12(d) for resolving disputes with respect to the disputed items proposed Preliminary Closing Date Balance Sheet or the calculation of the Adjustment Amount shall be the sole and exclusive procedures for resolving any such disputes, provided that nothing herein shall preclude any Party from instituting litigation in a court of competent jurisdiction to enforce the determination of the Neutral Accountant or any agreement of the Parties with respect to the resolution of any such dispute and nothing herein shall limit or impair any of the Buyer’s rights or remedies under Article VII. (e) All amounts paid pursuant to this Section 1.12 shall be treated as adjustments to the Aggregate Merger Consideration for all Tax purposes unless otherwise required by Parent and the Equityholder Representative, respectively), as determined by the Designated Accounting FirmLaw.

Post-Closing Adjustment. (i) As promptly soon as reasonably practicable, but in no event later than sixty ninety (6090) calendar days following after the Closing Date, Parent Buyer shall prepare and cause to be prepared in accordance with the Specified Accounting Principles, and delivered to the Equityholder Representative an unaudited Seller its calculation of the Purchase Price after giving effect to the Adjustments (the “Final Purchase Price”), setting forth, in reasonable detail, a good faith calculation, as of immediately prior to the Closing, of the final amounts for each of the Adjustments set forth in Section 3.02(b), and (ii) a consolidated balance sheet of for the Company Business as of immediately prior to the Closing (the “Closing Final Balance Sheet”), together with a statement (the “Parent Closing Statement”) setting forth in reasonable detail Parent’s calculation of each of (i) the Closing Working Capital, (ii) the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder Representative. (ii) From The Final Balance Sheet shall be prepared, and after the delivery all of the Closing Balance Sheet Adjustments (and the Parent Closing Statement, Parent, andindividual elements thereof, as necessaryapplicable) used to calculate the Final Purchase Price shall be determined, any Affiliate of Parentin accordance with GAAP, shall provide and on a basis consistent with the Equityholder Representative accounting methods, practices and any accountants or advisors retained by procedures used to prepare the Equityholder Representative Annual Financial Statements for Seller’s fiscal year ended December 31, 2012 insofar as such practices are consistent with reasonable access GAAP (including appropriate closing adjustments, as if the Closing were at a fiscal year end), subject to the books terms and records conditions of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statementthis Agreement. (iii) If the Equityholder Representative disputes Estimated Purchase Price is greater than the calculation Final Purchase Price, the Purchase Price shall be adjusted downward dollar-for-dollar and Seller shall pay to Buyer the amount of such reduction, and (B) if the Estimated Purchase Price is less than the Final Purchase Price, the Purchase Price shall be adjusted upward dollar-for-dollar and Buyer shall pay to Seller the amount of such increase (each a “Post-Closing Adjustment”). Any Post-Closing Adjustment shall be paid by wire transfer of immediately available funds to an account designated by the party receiving payment within three (3) Business Days after the final determination of the amount of such reduction or increase in the Purchase Price in accordance with this Section 3.03; provided, however, that Buyer may, at its sole discretion, elect to recover the amount of any such shortfall from either the Escrow Fund or directly from the Seller Entities. (iv) Upon receipt of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Final Balance Sheet and calculation of the Parent Closing Statement Final Purchase Price, Seller and its accountants (subject to reasonable confidentiality restrictions) shall be permitted during the succeeding thirty (30) day period (the “Review Period”). The Dispute Notice shall set forth) reasonable access, in upon reasonable detailnotice, the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration books and records of Buyer and any documents, schedules or workpapers used by Buyer in the preparation of the Review Period, Parent’s calculation of each of Final Balance Sheet and in calculating the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this AgreementFinal Purchase Price. (v) If Seller disagrees with the Equityholder Representative delivers a Dispute Notice to Parent calculation of the Final Purchase Price, on or prior to the expiration last day of the Review Period, then the Equityholder Representative and Parent Seller shall use commercially reasonable efforts to reach agreement on notify Buyer in writing of such disagreement with the calculation of each the Final Purchase Price, which notice shall set forth any such disagreement in reasonable detail, the specific item of the Closing Working Capital, calculation in the Closing Indebtedness Final Purchase Price to which such disagreement relates and the Closing Cash, as applicablespecific (and reasonable) basis for each such disagreement (the “Objection Notice”). If Seller fails to deliver the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash Objection Notice within 20 calendar days after the end of the Review Period, Buyer’s calculation of the Equityholder RepresentativeFinal Purchase Price shall be deemed to have been accepted by Seller and shall be final and binding and used in computing the Post-Closing Adjustment. If Seller delivers the Objection Notice within the Review Period, subject to Section 3.03(b)(vi) below, Buyer and Seller shall negotiate in good faith to resolve any such disagreement, and any resolution agreed to in writing by Buyer and Seller shall be final and binding upon the parties hereto. (vi) If Buyer and the Seller are unable to resolve any disagreement as contemplated by Section 3.03(b)(v) within 30 days after delivery of the Objection Notice, then Buyer and Seller shall submit the matter for resolution to CliftonLarsonAllen LLP or, if CliftonLarsonAllen LLP refuses to accept such appointment, another mutually agreeable independent accounting firm (the “Independent Auditor”), who shall, acting as experts and not as arbitrators, resolve the dispute set forth in the Objection Notice. The fees, costs and expenses of the Independent Auditor shall be borne by the parties in proportion to the relative amount each party’s determination has been modified. For example, if Seller challenges the calculation of the Final Purchase Price by an amount of $100,000, but the Independent Auditor determines that Seller has a valid claim for only $40,000, Buyer shall bear forty percent (40%) of the fees and expenses of the Independent Auditor and Seller shall bear the other sixty (60%) of such fees and expenses. (vii) The parties shall instruct the Independent Auditor to consider only those items and amounts which are identified in the Objection Notice as being items which Buyer and Seller are unable to resolve. Further, the Independent Auditor’s determination shall be based solely on the one handrelevant work papers and books and records relating to the Seller Entities and the written information provided by Buyer and Seller, or Parentwhich are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the other handbasis of an independent review), shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative Independent Auditor shall not conduct additional discovery in any form. (viii) The parties shall jointly instruct the Independent Auditor to make a determination as soon as practicable within thirty (30) days (or such firm, or any successor thereto, being referred to herein other time as the “Designated Accounting Firm”parties hereto shall agree in writing) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: its engagement (i) each of Parent whether or not the Final Balance Sheet and the Equityholder Representative shall have a reasonable opportunity to meet Final Purchase Price was calculated in accordance with the Designated Accounting Firm to provide their respective views as to any disputed issues terms of this Agreement or, alternatively, (ii) only with respect to the calculation disputed items submitted to the Independent Auditor, to what extent (if any) the Final Purchase Price requires adjustment. The Independent Auditor shall provide the parties with a written explanation in reasonable detail of each such required adjustment, including the basis therefor. All negotiations pursuant to this Section 3.03(b) shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Closing Working CapitalFederal Rules of Evidence and comparable state rules of evidence, and all negotiations and submissions to the Closing Indebtedness and the Closing Cash; (iiIndependent Auditor shall be treated as confidential information. The Independent Auditor shall be bound by a mutually agreeable confidentiality agreement. The procedures of this Section 3.03(b) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral are exclusive and, upon reaching such determinationexcept as set forth below, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm Independent Auditor shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders parties. The decision rendered pursuant to this Section 3.03(b)(viii) may be filed as a judgment in any court of competent jurisdiction. Either party may seek specific enforcement or take other necessary legal action to enforce any decision under this Section 3.03(b)(viii). The other party’s only defense to such a request for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm specific enforcement or other legal action shall be limited fraud by or upon the Independent Auditor. Absent such fraud, such other party shall reimburse the party seeking enforcement for its expenses related to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid by Parent and the Equityholder Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared to the disputed items proposed by Parent and the Equityholder Representative, respectively), as determined by the Designated Accounting Firmsuch enforcement.

Post-Closing Adjustment. (i) As promptly as practicable, but in no event later than sixty Within ninety (6090) calendar days following after the Closing Date, Parent Acquirer shall cause to be prepared in accordance with the Specified Accounting Principles, prepare and delivered deliver to the Equityholder Representative an unaudited Seller a statement (the “Closing Statement”) setting forth its good faith calculation of the Closing Consideration and the components thereof (including, for the avoidance of doubt, the respective amounts of the Closing Share Purchase Cash Consideration and Closing Merger Cash Consideration), which statement shall include a balance sheet of the Company Acquired Companies as of immediately prior the Closing Date (without giving effect to the Closing transactions contemplated herein) (the “Closing Balance Sheet”), together with and a statement calculation of the amount difference (which may be positive or negative) between the Estimated Closing Consideration and the Final Closing Consideration (the “Parent Post-Closing StatementAdjustment”). The Closing Statement and Closing Balance Sheet shall be prepared in accordance with (x) setting the principles, policies and procedures used in preparing the Estimated Closing Statement or otherwise as set forth on Exhibit F and (y) to the extent not set forth on Exhibit F, in reasonable detail Parent’s calculation accordance with GAAP (applied consistently with the Acquired Companies’ past practices). To the extent there are receivables aged greater than one hundred fifty (150) days as of the Closing that are excluded from the Closing Working Capital (each an “Aged Receivable”), and any such Aged Receivables are collected during the ninety (90)-day period following the Closing Date, Closing Working Capital shall be increased by the amount of such Aged Receivables collected during such period. To the extent any Aged Receivables are collected by Acquirer or any of its Subsidiaries (iincluding any of the Acquired Companies or any of their respective Subsidiaries) following such ninety (90)-day period and prior to the first (1st) anniversary of the Closing Date, the amounts so collected shall be promptly (and in no event later than five (5) Business Days following receipt) paid by Acquirer to Seller. Further, to the extent either or both of the PPP Loans have not been forgiven in full as of the Closing Date, the outstanding principal amount of any outstanding PPP Loan shall be included as a current liability in the Closing Working Capital. If one or both of the PPP Loans is forgiven (in whole or in part) during the ninety (90)-day period following the Closing Date, the principal amount of the PPP Loan(s) so forgiven shall be not be considered a current liability for purposes of the Closing Working Capital, (ii) with the effect that the Closing Indebtedness Working Capital shall be increased by the amount so forgiven; provided, that, the portion of any PPP Loan considered forgiven shall be net of any Tax costs (including in respect of disallowed deductions under Revenue Ruling 2020-27 or any other similar Applicable Law) resulting from the forgiveness. If any portion of one or both of the PPP Loans is forgiven following such ninety (90)-day period and prior to the second (2nd) anniversary of the Closing Date, Acquirer shall promptly (and in no event later than five (5) Business Days after the date of such forgiveness) pay to Seller the amount so forgiven: provided, that, the portion of any PPP Loan considered forgiven shall be net of any Tax costs (including in respect of disallowed deductions under Revenue Ruling 2020-27 or any other similar Applicable Law) resulting from the forgiveness. From and after the Closing, Acquirer shall, and shall cause its Subsidiaries (including the Acquired Companies and their respective Subsidiaries) to (A) comply with the terms of the PPP Loans and all Applicable Laws relating thereto, and (iiiB) use all commercially reasonable efforts, in coordination with Seller, to collect all outstanding Aged Receivables and to procure the forgiveness of the PPP Loans in accordance with Applicable Law. The parties agree that the purpose of preparing the Closing Cash Statement and attaching all relevant backup materials, schedules determining Closing Working Capital and the illustration prepared as set forth aboverelated Closing Cash Consideration adjustment contemplated by this Section 1.10 is to measure changes in Closing Working Capital against the Target Net Working Capital, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement. The assets or liabilities of the Acquired Companies and their respective Subsidiaries in the Closing Statement, and the components of the Closing Consideration in the Closing Statement, shall, in detail reasonably acceptable each case, be calculated as of immediately prior to the Equityholder RepresentativeClosing. (ii) From and after the delivery After receipt of the Closing Balance Sheet and Statement, the Parent Seller shall have thirty (30) days (the “Review Period”) to review the Closing Statement. During the Review Period, Parent, and, as necessary, any Affiliate of Parent, the Seller and its Representatives shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with have commercially reasonable access to the personnel familiar with the preparation of the Closing Statement and the books and records of the Surviving Corporation (or any successor thereto) for Acquired Companies and work papers prepared by Acquirer and/or its Representatives to the purposes of: (A) enabling extent such books, records and work papers relate to the Equityholder Representative and its accountants and advisors to calculateClosing Statement, and to review Parentsuch other historical financial information (to the extent in Acquirer’s calculation or an Acquired Company’s possession) relating to the Closing Statement as Seller may reasonably request for the purpose of each reviewing the Closing Statement and to prepare a Statement of Objections (defined below); provided, that such access shall be in a manner that does not unreasonably interfere with the normal business operations of Acquirer or the Acquired Companies. On, or prior to, the last day of the Closing Working CapitalReview Period, the Closing Indebtedness and Seller may object to the Closing Cash; and (B) identifying any dispute related Statement by delivering to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver Acquirer a written notice (a “Dispute Notice”) to Parent and statement setting forth the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, Seller’s objections in reasonable detail, indicating each disputed item or amount and the principal basis for Seller’s disagreement therewith (the dispute “Statement of such calculation. (iv) Objections”). If the Equityholder Representative does not Seller fails to deliver a Dispute Notice to Parent prior to the Statement of Objections before the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness Statement and the Post-Closing Cash set forth Adjustment reflected in the Parent Closing Statement shall be deemed final and binding on Parent, to have been accepted by the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. (v) Seller. If the Equityholder Representative Seller delivers a Dispute Notice to Parent prior to the Statement of Objections before the expiration of the Review Period, then Acquirer and the Equityholder Representative and Parent Seller shall use commercially reasonable efforts negotiate in good faith to reach agreement on resolve such objections within thirty (30) days after the calculation of each delivery of the Closing Working CapitalStatement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Indebtedness Adjustment and the Closing CashStatement with such changes as may be agreed in writing by Acquirer and the Seller, as applicableshall be final and binding on the parties hereto. If the Equityholder Representative Seller and Parent are unable Acquirer fail to reach an agreement on the calculation of each with respect to all of the Closing Working Capitalmatters set forth in the Statement of Objections before expiration of the Resolution Period, then within ten (10) days thereafter, the Closing Indebtedness Seller and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, Acquirer shall have the right to refer such dispute submit to a nationally recognized independent accounting firm chosen mutually agreed to by Parent Seller and the Equityholder Representative Acquirer (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Valuation Firm”) after such 20th day. who, acting as experts and not arbitrators, shall resolve any amounts in the Statement of Objections remaining in dispute (“Disputed Amounts”). (iii) In connection with the resolution of any such dispute by the Designated Accounting Firmdispute: (i) each of Parent the Seller and the Equityholder Representative Acquirer shall have a reasonable opportunity furnish or cause to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect be furnished to the calculation of each of Valuation Firm the Closing Working CapitalStatement and supporting calculations and any Statement of Objections, and such other information and documents as each such party deems relevant, with copies of such submission and all such documents and information being promptly given to the Closing Indebtedness and the Closing Cashother party; (ii) the Designated Accounting Valuation Firm shall determine be permitted to submit written questions of either party and ask for additional information from either party relating to the dispute, and any responses by either party shall be provided in writing to the Valuation Firm, with copies of such responses being promptly given to the other party; (iii) no ex parte communications with the Valuation Firm shall be initiated by either party; (iv) the Valuation Firm shall consider only those matters set forth in the Closing Working Capital Statement upon which Seller and Acquirer have disagreed and shall be required to resolve the matters in accordance with the Specified Accounting Principles terms and provisions of this Agreement; (v) the determination for each Disputed Amount by the Valuation Firm shall be equal to one of the values, or within 30 calendar days of the range between the values, to each such referral and, upon reaching such determination, shall deliver a copy of its calculations (item in the “Expert Calculations”) to the Equityholder Representative, Parent Closing Statement and the Escrow AgentStatement of Objections, respectively; and (iiivi) the Valuation Firm shall make its determination of each as of the Closing Working Capitalbased on the materials it receives in accordance with this Agreement and not pursuant to any independent review (provided that, the Closing Indebtedness foregoing shall not preclude the Valuation Firm from independent research as to the terms of this Agreement). The Valuation Firm may conduct a conference concerning the objections of, and disagreements between, the Seller and Acquirer, at which conference each party shall have the right to (i) present its documents, materials and other evidence (previously provided to the Valuation Firm and the Closing Cash made other party), and (ii) have present its advisors, accountants, counsel and other representatives. (iv) The parties shall request that the determination by the Designated Accounting Valuation Firm be delivered in a detailed written report to the parties within sixty (60) days of the engagement of the Valuation Firm, which report shall set forth the resolution of the Disputed Amounts and shall contain a final Closing Statement. Such report shall be final and binding on Parent, upon the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may beparties. The fees and expenses of the Designated Accounting Valuation Firm incurred in connection with the resolution of the Disputed Amounts by the Valuation Firm shall be paid borne by Parent and the Equityholder Representative Seller (on behalf of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based Seller), on the one hand, and by Acquirer, on the other hand, based upon the percentage of the aggregate disputed items as amounts that is resolved by the Designated Accounting Firm as compared to the disputed items proposed by Parent in favor of Acquirer and the Equityholder RepresentativeSeller, respectively), as determined by the Designated Accounting Valuation Firm. Acquirer and Seller shall reasonably cooperate with the Valuation Firm with the intent to fairly and in good faith resolve all disputes relating to the Closing Statement as promptly as reasonably practicable. (v) Within five (5) business days after the Closing Consideration, including each of the components thereof, is finally determined in accordance with this Section 1.10(b) (the “Final Closing Consideration”): (1) if the Post-Closing Adjustment is a positive number, then (A) Acquirer shall pay to the Seller an amount equal to the Post-Closing Adjustment in cash, and (B) Acquirer and the Seller shall deliver joint written instructions to the Escrow Agent to pay to the Seller the full amount of the Adjustment Escrow Funds (including interest thereon), and the Escrow Agent shall distribute such amount as an adjustment to the Closing Cash Consideration to the Seller; and (2) if the Post-Closing Adjustment is a negative number, Acquirer and the Seller shall (A) deliver joint written instructions to the Escrow Agent to pay to Acquirer an amount equal to the lesser of (I) the absolute value of the Post-Closing Adjustment (the “Acquirer Adjustment Amount”), and (II) the amount of the Adjustment Escrow Funds (including interest thereon); and (B) if the Acquirer Adjustment Amount is less than the Adjustment Escrow Funds (including interest thereon), Acquirer and Seller shall deliver joint written instructions to the Escrow Agent to, after payment to Acquirer of the Acquirer Adjustment Amount, pay to Seller any remaining Adjustment Escrow Funds (including interest thereon). (3) Any payments made pursuant to this Section 1.10 shall be made by wire transfer of immediately available funds to the account(s) designated by Acquirer or Seller, as applicable, net of any applicable withholding Tax. (4) Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, payment to Acquirer or Seller of any amounts contemplated by Section 1.10(b)(v) shall be the sole and exclusive remedy of Acquirer, Seller or the Acquired Companies and their Subsidiaries and their respective Affiliates, officers, directors, employees, agents and representatives (or any of them) (each an “Acquirer Related Party”), pursuant to this Agreement or otherwise, relating to or arising out of any Post-Closing Adjustment that is a negative number or positive number, including the calculation of Closing Working Capital or Closing Cash Consideration (or any components thereof), any inaccuracies in the Spreadsheet or the Acquired Companies Closing Financial Certificate , or any amount of Cash Shortfall that is not deducted from the Closing Cash Consideration.

Post-Closing Adjustment. (ia) As promptly as practicable, but in no event later than sixty (60) Within 45 calendar days following after the Closing Date, Parent shall cause to be prepared in accordance with the Specified Accounting Principles, Seller Representative will prepare and delivered deliver to the Equityholder Representative an unaudited balance sheet of the Company as of immediately prior to the Closing Purchaser written notice (the “Closing Balance Sheet”), together with a statement (the “Parent Closing StatementAdjustment Notice”) setting forth in reasonable detail Parent’s calculation of each of containing (i) the Post-Closing Working CapitalBalance Sheet, (ii) the Seller Representative’s calculation of the Post-Closing Indebtedness Net Debt based on the Post-Closing Balance Sheet, and (iii) the Seller Representative’s calculation of the amount of any post-closing adjustments required pursuant to Section 2.6(h) (the “Adjustment Calculation”). The Post-Closing Cash Balance Sheet will be prepared by the Seller Representative in accordance with the same policies and attaching all relevant backup materialsprocedures used in connection with the parties’ agreement of the Net Debt for purposes of the Balance Sheet. In preparing such Post-Closing Balance Sheet, schedules and Net Debt therein shall include any applicable Debt items. (b) Within 45 days after receipt of the illustration prepared as set forth aboveAdjustment Notice, the Purchaser will deliver to the Seller Representative a written response in which the Purchaser will either: (i) agree in writing with the Adjustment Calculation, in detail reasonably acceptable to which case such calculation will be final and binding on the Equityholder Representative.parties for purposes of Section 2.6(h); or (ii) From and after dispute the delivery of the Closing Balance Sheet and the Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained Adjustment Calculation by the Equityholder Representative with reasonable access delivering to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Seller Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, setting forth in reasonable detail, detail the principal basis for the dispute of such calculationany disputes. (ivc) If the Equityholder Representative does not deliver a Dispute Notice Purchaser fails to Parent prior to the expiration take either of the Review Period, Parent’s calculation of each foregoing actions within 45 days after receipt of the Closing Working CapitalAdjustment Notice, then the Purchaser will be deemed to have accepted the Adjustment Calculation, in which case, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall Adjustment Calculation will be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders parties for all purposes of this AgreementSection 2.6(h). (vd) If the Equityholder Representative Purchaser timely delivers a Dispute Notice to Parent prior to the expiration of the Review PeriodSeller Representative, then the Equityholder Purchaser and the Seller Representative and Parent shall use commercially reasonable efforts will attempt in good faith, for a period of 30 days, to reach agreement agree on the calculation Adjustment Calculation for purposes of each of Section 2.6(h). Any written resolution by the Closing Working Capital, the Closing Indebtedness Purchaser and the Closing Cash, as applicable. If the Equityholder Seller Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer during such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall 30-day period will be final and binding on Parentthe parties for purposes of Section 2.6(h). If the Purchaser and the Seller Representative do not resolve all items by the end of 30 days after the date of delivery of the Dispute Notice, then the Purchaser and the Seller Representative shall put such dispute before the Chief Executive Officer of the Purchaser and the Seller Representative, who shall, for a 15-day period, attempt in good faith to resolve such dispute. If the Chief Executive Officer of the Purchaser and the Seller Representative do not resolve such dispute by the end of the 15-day period, then the Purchaser and the Seller Representative will submit the dispute to Deloitte for resolution or, if that firm is unwilling or unable to serve, the Equityholder Representative Purchaser and the Company Stockholders for all purposes Seller Representative will engage another mutually agreeable independent accounting firm of this Agreementrecognized international standing, absent manifest error. In calculating each which firm is not the regular auditing firm of the Closing Working CapitalPurchaser or the Seller Representative (such selected independent accounting firm, the Closing Indebtedness “Independent Accounting Firm”). (e) The Purchaser and the Closing Cash, Seller Representative will instruct the Designated Independent Accounting Firm to render its determination with respect to the dispute in a written report that specifies the conclusions of the Independent Accounting Firm as to the dispute and the resulting Adjustment Calculation. The Independent Accounting Firm shall be limited render its determination within 30 days after referral of the dispute to addressing any particular disputes referred to in the Dispute Noticesuch firm. The Expert Calculations (i) shall reflect in detail Independent Accounting Firm’s determination of the differences, if any, between dispute with respect to the Closing Working Capital, the Closing Indebtedness and the Closing Cash, Adjustment Calculation as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in its report will be final and binding on the Parent parties for purposes of Section 2.6(h). The Seller Representative will revise the calculation of the final Post-Closing Statement, and (ii) with respect Net Debt as appropriate to any specific discrepancy or disagreement, shall be no greater than reflect the higher amount calculated by Parent or resolution of the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may beissues in dispute pursuant to this Section 2.6(e). The fees and expenses of the Designated Independent Accounting Firm shall will be paid shared by Parent the Purchaser, on one hand, and the Equityholder Representative (Sellers, on behalf of the Equityholders) from the Equityholder Representative Expense Fund other hand, in inverse proportion to the relative amounts of the disputed amount determined to be for the account of the Purchaser and the Sellers, respectively. (f) If for any reason (i) the Independent Accounting Firm is unable to resolve such a dispute or (ii) the Purchaser and the Seller Representative are unable to jointly select the Independent Accounting Firm within 10 days after the aggregate 45-day period referenced in Section 2.6(d), at the request of either party the parties will submit the dispute to an expert to be appointed by the President of the Commercial Court of Paris deciding in summary proceedings (the “Expert”). The Expert shall act under the terms of Article 1592 of the French Civil Code. The Expert shall issue a decision only on those disputed items with respect to the Adjustment Calculation on which the Seller Representative and the Purchaser have been unable to reach an agreement and shall reach a conclusion as they may prevail (based to each item in dispute the effect, if any, on the disputed items as resolved resulting Adjustment Calculation. In carrying out its duties, the Expert shall apply Spanish GAAP. The Expert shall render its decision within 30 days after its appointment, which decision shall be final and binding upon the parties for purposes of Section 2.6(h). The fees and expenses of the Expert will be shared by the Designated Purchaser, on one hand, and the Sellers, on the other hand, in inverse proportion to the relative amounts of the disputed amount determined to be for the account of the Purchaser and the Sellers, respectively. (g) For purposes of complying with this Section 2.6, the Purchaser and the Seller Representative will furnish to each other and to the Expert such work papers and other documents and information relating to the dispute as the Independent Accounting Firm as compared or Expert may request and are available to that party (or its independent public accountants) and will be afforded the opportunity to present to the Independent Accounting Firm or Expert any material related to the disputed items proposed by Parent and to discuss the items with the Independent Accounting Firm or Expert. The Purchaser may require that the Independent Accounting Firm or Expert enter into a customary form of confidentiality agreement with respect to the work papers and other documents and information relating to the Acquired Companies provided to the Independent Accounting Firm or Expert pursuant to this Section 2.6. (h) If the Post-Closing Net Debt, as finally determined pursuant to this Section 2.6, is greater than the Net Debt, then the Seller Representative will cause to be paid to the Purchaser the amount of such difference in cash plus interest thereon (calculated based on the actual number of days elapsed in a year consisting of 365 days) from the Closing Date through and including the date of such payment at a rate of 4.00% per annum. If the Post-Closing Net Debt, as finally determined pursuant to this Section 2.6, is less than the Net Debt, then the Purchaser will pay to the Sellers the amount of such difference in cash plus interest thereon (calculated based on the actual number of days elapsed in a year consisting of 365 days) from the Closing Date through and including the date of such payment at a rate of 4.00% per annum; provided, however, that if the sum of the Items for Post-Closing Additional Adjustment Calculation of Schedule III increase, an additional adjustment for such increase will be made in favor of the Purchaser, but no adjustment will be made in favor of the Sellers if the sum of the amounts decrease, and the Equityholder Representative, respectively), as determined payment of any such additional adjustment shall be made to the Purchaser in accordance with this Section 2.6. (i) Any payment to a party pursuant this Section 2.6 will be effected by wire transfer of immediately available funds from the payor to an account designated by the Designated Accounting Firmpayee. Such payments will be made within five Business Days following the final determination of the Adjustment Calculation pursuant to this Section 2.6 (with partial payment regarding any non-disputed amounts to be made upon determination of such amounts). (j) The purpose of this Section 2.6 is to determine the final Purchase Price to be paid by the Purchaser under this Agreement. Accordingly, any adjustment pursuant hereto will neither be deemed to be an indemnification pursuant to Article 9 nor preclude the Purchaser from exercising any indemnification rights pursuant to Article 9. Any payment made pursuant to this Section 2.6 will be treated by the parties for all purposes as an adjustment to the Closing Consideration and will not be subject to offset for any reason. The payment pursuant to this Section 2.6 will be applied to the Base Purchase Price to be received by the Sellers in proportion to their respective holdings of Shares as set forth on Schedule I. The Base Purchase Price as so adjusted is referred to in this Agreement as the “Purchase Price.”

Post-Closing Adjustment. (ia) As promptly as practicable, but in no event later than sixty (60) calendar Within 45 days following the Closing Date, Parent the Sellers’ Representatives shall cause prepare in good faith and deliver to Buyer the statement (the “Closing Statement”) that sets forth as of the Closing Date the Working Capital of the Company and its Subsidiaries. The Working Capital shall be prepared in accordance with GAAP and consistent with the Specified Consolidated Company Accounting PrinciplesPrincipals. Following the Closing, the Company and delivered Buyer shall provide, upon reasonable notice, Sellers’ Representatives and its Representatives (as defined in Section 5.2(a) hereof) full access to the Equityholder Representative an unaudited balance sheet properties, books, records, work papers and personnel of the Company as and shall cooperate fully with Sellers’ Representatives for purposes of immediately prior to preparing the Closing (Statement. Buyer shall have 30 days after delivery to Buyer of the “Closing Balance Sheet”), together with a statement (Statement during which to notify Sellers’ Representatives of any dispute of any item contained in the “Parent Closing Statement”) setting , which notice shall set forth in reasonable detail Parentthe basis for such dispute and Buyer’s good faith calculation of each of (i) the Closing Working Capital, (ii) . If Buyer fails to notify the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder Representative. (ii) From and after the delivery of the Closing Balance Sheet and the Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation Sellers’ Representatives of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the such dispute within such 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detailperiod, the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed to be the final statement (“Final Statement”). In the event that Buyer shall so notify the Sellers’ Representatives of any dispute, Buyer and binding the Sellers’ Representatives and their respective accountants shall cooperate in good faith to resolve such dispute as promptly as possible. “Working Capital” shall mean the sum of Current Assets less Current Liabilities “Current Assets” shall mean the current assets of the Company and its Subsidiaries as set forth on Parenta balance sheet prepared in accordance with GAAP (including cash and cash equivalents) and consistent with the Consolidated Company Accounting Principles. “Current Liabilities” shall mean the current liabilities of the Company and its Subsidiaries as set forth on a balance sheet prepared in accordance with GAAP and consistent with the Consolidated Company Accounting Principles, excluding therefrom any liabilities associated with purchasing the D&O Tail Policy (as defined herein), procuring the Reviewed Financial Statements and the Audited Financial Statements as contemplated by Section 5.16 hereof, the Equityholder Representative and legal fees incurred by the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In in connection with the resolution transactions contemplated by this Agreement to the extent paid pursuant to Section 10.5 out of any such dispute the Purchase Price, the fees payable to Lxxxxx Brothers as contemplated by Sections 2.19 and 10.5 hereof to the extent paid pursuant to Section 10.5 out of the Purchase Price, and the Studier Payment. For the avoidance of doubt, the Population Council liabilities shall be accounted for in the same manner as by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the Company in its calculation of each of the Closing Target Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid by Parent and the Equityholder Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared to the disputed items proposed by Parent and the Equityholder Representative, respectively), as determined by the Designated Accounting Firm.

Post-Closing Adjustment. The Consideration shall be subject to adjustment after the Closing Date as specified in this Section 1.4. (ia) As promptly as practicable, but in no event later than sixty Within ninety (6090) calendar days following the Closing Date, Parent NII shall cause its then current auditors (“NII’s Accountant”) to be prepared in accordance with audit the Specified Accounting Principles, and delivered Partnership’s books to determine the Equityholder Representative an unaudited balance sheet accuracy of the Company as of immediately prior to information set forth on the Closing Financial Certificate (the “Post-Closing Balance SheetAudit”). The Partners shall cooperate and shall use their reasonable efforts to cause the employees of the Partnership to cooperate with NII and NII’s Accountant after the Closing Date in furnishing information, together documents, evidence and other assistance to NII’s Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two (2) weeks after the Closing the Partners shall provide NII’s Accountant with a statement (the “Parent information and/or documents requested on the Post-Closing Statement”) setting Audit Checklist set forth as Schedule 1.4 hereto in reasonable detail Parentorder to facilitate the completion of the Post-Closing Audit by NII’s calculation of each of Accountant within the aforementioned time period. In the event that NII’s Accountant determines that (i) the Closing Working CapitalTangible Net Worth of the Partnership as of April 25, 2004 was less than $9,000,000, (ii) the Closing Indebtedness increase in Tangible Net Worth for the period beginning April 25, 2004 and ending May 24, 2004 was less than $203,278, (iii) the Partnership sustained a Net Loss for the period beginning April 26, 2004 and ending on May 23, 2004, (iv) the Partnership sustained a Net Loss for the period beginning May 24, 2004 and ending on the Closing Cash and attaching all relevant backup materialsDate, schedules and (v) the illustration prepared Partnership’s Adjusted Indebtedness as set forth above, in detail reasonably acceptable to the Equityholder Representative. (ii) From and after the delivery of the Closing Balance Sheet and Date exceeded $0, or (vi) the Parent Closing StatementPartnership made any distributions since April 25, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access 2004 in addition to the books and records of the Surviving Corporation Permitted Distribution (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculateeach, and to review Parent’s calculation of each of the Closing Working Capitala “Prohibited Distribution”), the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative NII shall deliver a written notice (a the “Dispute Financial Adjustment Notice”) to Parent the Partners’ Representative setting forth (i) the amount by which the Partnership’s Tangible Net Worth as of April 25, 2004 was less than $9,000,000, (ii) the amount by which the increase in the Partnership’s Tangible Net Worth from April 25, 2004 to May 24, 2004 was less than $203,278, (iii) the Partnership’s Net Loss for the period beginning on April 26, 2004 and ending on May 23, 2004, (iv) the Escrow Agent during Partnership’s Net Loss for the 30-day period commencing upon receipt by beginning May 24, 2004 and ending on the Equityholder Representative Closing Date, (v) the Adjusted Indebtedness as of the Closing Balance Sheet Date, and (vi) the Parent Closing Statement sum of all Prohibited Distributions (the sum of (i), (ii), (iii), (iv), (v) and (vi) is hereinafter referred to as the “Review PeriodConsideration Adjustment”). The Dispute Notice To the extent that an adjustment is required pursuant to this Section 1.4(a), such adjustment (to the extent it would have a duplicative effect) shall set forthbe made one time through the application of clause (i), in reasonable detail(ii), the principal basis for the dispute of such calculation. (iii), (iv), (v) If the Equityholder Representative does or (vi) of this Section 1.4(a), it being understood that NII’s intent is not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash double count any item set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this AgreementFinancial Adjustment Notice. (vb) If The Partners’ Representative shall have thirty (30) days from the Equityholder Representative delivers a Dispute receipt of the Financial Adjustment Notice to Parent prior notify NII that the Partners dispute such Financial Adjustment Notice. If NII has not received notice of such a dispute within such thirty (30)-day period, NII shall be entitled to receive from the Partners the Consideration Adjustment. The Consideration Adjustment shall be applied against the First Anniversary Consideration Payment payable to the expiration Partners under Section 1.3(b) hereof. If there are not sufficient amounts still owing to the Partners under Section 1.3(b) hereof to satisfy the Consideration Adjustment, the remaining unpaid amount shall be promptly paid by the Partners to NII in immediately available funds. If, however, the Partners’ Representative has delivered notice of such a dispute to NII within such thirty (30)-day period, then NII’s Accountant shall select an independent accounting firm of nationally recognized standing that has not represented any of the Review Periodparties hereto within the preceding two (2) years to review the Partnership’s books and the Financial Adjustment Notice (and related information) to determine the amount, then if any, of the Equityholder Consideration Adjustment. Such independent accounting firm shall be ratified by the Partners’ Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation NII within five (5) business days of each its selection unless there is an actual conflict of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicableinterest. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized The independent accounting firm chosen by Parent and the Equityholder Representative shall be directed to consider only those agreements, contracts, commitments or other documents (such firm, or any successor thereto, being referred summaries thereof) that were either (i) delivered or made available to herein as the “Designated Accounting Firm”) after such 20th day. In NII’s Accountant in connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capitaltransactions contemplated hereby, the Closing Indebtedness and the Closing Cash; (ii) reviewed by NII’s Accountant during the Designated Accounting Firm shall determine course of the Post-Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral andAudit, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and or (iii) that were kept in the ordinary course of business, are directly related to the dispute and that the accounting firm has determined in its reasonable judgment are relevant to rendering its decision. The independent accounting firm shall make its determination of each the Consideration Adjustment, if any, within thirty (30) days of its selection. The determination of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm independent accounting firm shall be final and binding on Parentthe parties hereto, and upon such determination, NII shall be entitled to receive promptly from the Equityholder Representative and Partners the Company Stockholders for all purposes of this Agreement, absent manifest errorConsideration Adjustment paid in immediately available funds. In calculating each Fifty percent (50%) of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, set forth in the Parent Closing Statement, and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees costs and expenses of the Designated Accounting Firm independent accounting firm shall be paid by Parent NII and the Equityholder Representative fifty percent (on behalf 50%) of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved such costs shall be paid collectively by the Designated Accounting Firm as compared to the disputed items proposed by Parent and the Equityholder Representative, respectively), as determined by the Designated Accounting FirmPartners.

Post-Closing Adjustment. (i) As promptly as practicable, but in no event later than sixty Within one hundred twenty (60120) calendar days following the Closing Date, Parent Seller shall deliver or cause to be delivered to Buyer a statement (the “Preliminary Closing Statement”) setting forth Seller’s calculation of Closing Net Working Capital based on an unaudited balance sheet of SLC as of the Closing Date prepared in accordance with the Specified Accounting Principles, and delivered to the Equityholder Representative an unaudited balance sheet of the Company as of immediately prior to the Closing Principles (the “Closing Balance Sheet”), together with a statement (the “Parent Closing Statement”) setting forth in reasonable detail Parent’s calculation of each of (i) the Closing Working Capital, (ii) the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder Representative. (ii) From and after Buyer shall have sixty (60) days following receipt of the delivery of Preliminary Closing Statement to review the Closing Balance Sheet and Seller’s calculation of Closing Net Working Capital and to notify Seller in writing if Buyer disputes the Parent amount of the Closing StatementNet Working Capital set forth on the Preliminary Closing Statement (a “Dispute Notice”), Parentspecifying the reasons therefor in reasonable detail. Seller shall, andand shall cause its Representatives, Operator and Operator’s Representatives, as necessaryapplicable, including any Affiliate of Parentaccounting firm engaged by Seller and/or Operator, shall to provide the Equityholder Representative Buyer and any accountants or advisors retained by the Equityholder Representative its Representatives with reasonable access to the books and records and other supporting data or information of the Surviving Corporation (Seller, its Representatives, Operator or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculateOperator’s Representatives, and to as applicable, in connection with Buyer’s review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to Balance Sheet or the calculation of each of the Closing Net Working Capital, the Closing Indebtedness and the Closing Cash Capital set forth in the Parent Preliminary Closing StatementStatement or the resolution of any dispute with respect thereto, and shall cause the employees of Seller, its Representative, Operator or Operator’s Representatives, as applicable, to cooperate with Buyer and its Representatives in connection therewith. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative Buyer delivers a Dispute Notice to Parent prior Seller within the sixty-day time period referenced in Section 2(c)(ii) above, Buyer and Seller shall cooperate in good faith to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer resolve such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (as promptly as practicable, and, upon such firmresolution, or if any, any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect adjustments to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Net Working Capital set forth in the Preliminary Closing Statement shall be made in accordance with the Specified Accounting Principles agreement of Buyer and Seller. If Buyer and Seller are unable to resolve any such dispute within 30 calendar fifteen (15) days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each Buyer’s delivery of the Closing Working CapitalDispute Notice (or such longer period as Buyer and Seller may mutually agree in writing), the Closing Indebtedness and the Closing Cash made such dispute shall be resolved by the Designated Independent Accounting Firm Firm, and such determination shall be final and binding on Parentthe Parties. The Independent Accounting Firm shall consider only those items and amounts as to which Buyer and Seller have disagreed within the time periods and on the terms specified above. In making such determination, the Equityholder Representative Independent Accounting Firm may rely only upon information submitted to it by Buyer and the Company Stockholders for all purposes of this Agreement, absent manifest errorSeller. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated The Independent Accounting Firm shall be limited instructed to addressing use commercially reasonable efforts to deliver to Buyer and Seller a written report setting forth the resolution of each disputed matter within thirty (30) days of submission to it of the Preliminary Closing Statement and the calculation of Closing Net Working Capital set forth therein and, in any particular disputes referred case, as promptly as practicable after such submission. Any expenses relating to the engagement of the Independent Accounting Firm in respect of its services pursuant to this Section 2(c)(iii) shall be shared equally by Buyer and Seller. For purposes of resolving any such dispute, each Party (and its Representatives) shall provide the Dispute Noticeother Party and, once engaged for purposes of resolving such dispute, the Independent Accounting Firm with reasonable access during normal business hours to all records and information in such Party’s possession or control related to the calculation of Closing Net Working Capital. The Expert Calculations (i) shall reflect in detail the differences, if any, between the “Final Closing Net Working Capital” shall be (A) if no Dispute Notice has been timely delivered by Buyer, the calculation of Closing Indebtedness and the Closing Cash, as applicable, reflected therein and the Closing Net Working Capital, the Closing Indebtedness and the Closing Cash, respectively, Capital set forth in the Parent Preliminary Closing StatementStatement as originally submitted by Seller, and or (iiB) if a Dispute Notice has been timely delivered by Buyer, the calculation of Closing Net Working Capital set forth in the Preliminary Closing Statement as adjusted to take into account the resolution of such dispute in accordance with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid by Parent and the Equityholder Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared to the disputed items proposed by Parent and the Equityholder Representative, respectivelythis Section 2(c)(iii), as determined by the Designated Accounting Firm.

Post-Closing Adjustment. (i) As promptly as practicable, but in no event later than sixty (60) 90 calendar days following the Closing Date, Parent Purchaser shall cause to be prepared in accordance with the Specified Accounting Principles, and delivered to the Equityholder Representative Seller an unaudited balance sheet of the Company as of the close of business on the day immediately prior to preceding the Closing Date (the “Closing Balance Sheet”), together with a statement (the “Parent Purchaser Closing Statement”) setting forth in reasonable detail ParentPurchaser’s calculation of each of (i) the Closing Working Capital, Capital (ii“Purchaser Working Capital Amount”) the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materials, schedules materials and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder Representativeschedules. (ii) From and after the delivery of the Closing Balance Sheet and the Parent Purchaser Closing Statement, Parent, and, as necessary, any Affiliate of Parent, Purchaser shall provide the Equityholder Representative Seller and any accountants or advisors retained by the Equityholder Representative Seller with reasonable access to the books and records of the Surviving Corporation (or any successor Acquired Companies as may be reasonably requested and cause appropriate representatives of Purchaser and the Acquired Companies to be reasonably available to discuss the Closing Balance Sheet and the Purchaser Closing Statement and respond to reasonable questions of Seller and its accountant with regard thereto) , all for the purposes of: (A) enabling the Equityholder Representative Seller and its accountants and advisors to calculate, and to review ParentPurchaser’s calculation of each of the Closing Working Capital, Capital as reflected on the Purchaser Closing Indebtedness and the Closing CashStatement; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash Capital set forth in the Parent Purchaser Closing Statement. (iii) If the Equityholder Representative Seller disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash Capital set forth in the Parent Purchaser Closing Statement, then the Equityholder Representative Seller shall deliver a written notice (a “Working Capital Dispute Notice”) to Parent Purchaser and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative Seller of the Closing Balance Sheet and the Parent Purchaser Closing Statement (the “Review Period”). The Working Capital Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculationcalculation and Seller’s determination of the Closing Working Capital (the “Seller Working Capital Amount”). (iv) If the Equityholder Representative Seller does not deliver a Working Capital Dispute Notice to Parent Purchaser on or prior to the expiration of the Review Period, ParentPurchaser’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash Capital set forth in the Parent Purchaser Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative Purchaser and the Company Stockholders Seller for all purposes of this Agreement. (v) If the Equityholder Representative Seller delivers a Working Capital Dispute Notice to Parent Purchaser on or prior to the expiration of the Review Period, then Seller and Purchaser shall meet, confer and exchange any additional relevant information reasonably requested by the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on other party regarding the calculation computation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation Capital for a period of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, and use reasonable efforts to resolve by written agreement (the Equityholder Representative“Agreed Adjustments”) any differences as to the Closing Working Capital. In the event Purchaser and Seller so resolve any such differences, the Purchaser Working Capital Amount set forth in the Purchaser Closing Statement, as adjusted by the Agreed Adjustments shall be final and binding as the Closing Working Capital for purposes of this Agreement. If Seller and Purchaser are unable to reach agreement on the one handcalculation of the Closing Working Capital within the 20 calendar day period, then either Seller or ParentPurchaser may submit the objections to the London, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative England office of Xxxxx Xxxxxxxx UK LLP (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. Each of Purchaser and Seller agree that it shall not engage, or agree to engage the Designated Accounting Firm to perform any services other than as the Designated Accounting Firm pursuant hereto until the Closing Working Capital has been finally determined pursuant to this Section 2.04(b). Each party agrees to execute, if requested by the Designated Accounting Firm, a reasonable engagement letter. The Designated Accounting Firm shall be directed by Purchaser and Seller to resolve the unresolved objections as promptly as reasonably practicable in accordance with the Specified Accounting Principles, and, in any event, within 30 calendar days of such referral, and, upon reaching such determination, to deliver a copy of its calculations (the “Expert Calculations”) to Seller, Purchaser and the Escrow Agent. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) , each of Parent Purchaser, Seller and the Equityholder Representative their respective advisors and accountants shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each the Closing Working Capital. The determination of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on ParentPurchaser, the Equityholder Representative Seller and the Company Stockholders Seller for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any only the particular disputes referred to in the Working Capital Dispute Notice. The Expert Calculations (iA) shall reflect in detail the differences, if any, between the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable, Capital reflected therein and the Closing Working Capital, the Closing Indebtedness and the Closing Cash, respectively, Capital set forth in the Parent Purchaser Closing Statement, and (iiB) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent Purchaser or the Equityholder RepresentativeSeller, as the case may be, and no lower than the lower amount calculated by Parent Purchaser or the Equityholder Representative Seller as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid one-half by Parent Purchaser and one-half by Seller. (vi) If the Closing Working Capital, as finally determined in accordance with this Section 2.04, is less than the Estimated Closing Working Capital (such deficiency, a “Shortfall”), then Purchaser and Seller shall promptly, and in any event within five Business Days after the Closing Working Capital is finally determined, direct the Escrow Agent to disburse to Purchaser the amount of such Shortfall from the Working Capital Escrow Fund in accordance with the Escrow Agreement and the Equityholder Representative (on behalf remainder of the Equityholders) Working Capital Escrow Fund to Seller in accordance with the Escrow Agreement; provided, however, that if the Working Capital Escrow Fund is insufficient to satisfy such Shortfall, Purchaser and Seller shall direct the Escrow Agent to disburse to Purchaser the excess of such Shortfall over the amount of the Working Capital Escrow Fund from the Equityholder Representative Expense Indemnity Escrow Fund in inverse proportion accordance with the Escrow Agreement. If the Closing Working Capital, as they may prevail finally determined in accordance with this Section 2.04, is greater than the Estimated Closing Working Capital (based on such excess, an “Excess”), then Purchaser shall promptly pay the disputed items as resolved amount of such Excess to Seller by the Designated Accounting Firm as compared wire transfer in immediately available funds to the disputed items proposed account specified in writing by Parent and Seller within five Business Days after the Equityholder Representative, respectively)Closing Working Capital is finally determined. If the Closing Working Capital, as finally determined by in accordance with this Section 2.04, equals or exceeds the Designated Accounting FirmEstimated Closing Working Capital, then Purchaser and Seller shall promptly, and in any event within five Business Days after the Closing Working Capital is finally determined, direct the Escrow Agent to disburse the Working Capital Escrow Fund to Seller in accordance with the Escrow Agreement.

Post-Closing Adjustment. Within forty five (i45) As promptly as practicable, but in no event later than sixty (60) calendar days following after the Closing Date, Parent Chateau OP shall cause prepare and deliver to Housing a new Closing Date Balance Sheet setting forth the Working Capital Amount as of the Closing Date (the "Chateau Balance Sheet"). The Chateau Balance Sheet shall be prepared at Chateau's expense in accordance with GAAP and in a manner consistent with CWS's past practices (using GAAP and consistently applied adjustments). If Chateau OP fails to deliver the Specified Accounting Principles, and delivered to Chateau Balance Sheet or the Equityholder Representative an unaudited balance sheet of the Company as of immediately prior to the Closing (the “Closing Balance Sheet”), together with a statement (the “Parent Closing Statement”) setting forth in reasonable detail Parent’s calculation of each of (i) the Closing Working Capital, (ii) the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared Capital Amount as set forth aboveon the Chateau Balance Sheet does not vary by more than $50,000 from the Working Capital Amount set forth on the original Closing Date Balance Sheet prepared by CWS, in detail reasonably acceptable then there shall be no adjustment to the Equityholder Representative. (ii) From and after the delivery of the Closing Balance Sheet and the Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access to the books and records of the Surviving Corporation (or any successor thereto) for the purposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicableAmount Per Share. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each difference is greater than $50,000 then within thirty (30) days after receipt of the Closing Working CapitalChateau Balance Sheet, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, Housing shall deliver to Chateau (at Housing's expense) a copy of written statement describing its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice. The Expert Calculations (i) shall reflect in detail the differencesobjections, if any, between the Closing Working Capitalthereto. Unless Housing so objects within such period, the Closing Indebtedness Chateau Balance Sheet shall become final and binding upon all parties. If Housing objects within such period and the parties cannot agree on how to amend the Chateau Balance Sheet and make it final and binding within another fifteen (15) days, such objections shall be resolved by a "Big Five" accounting firm other than PricewaterhouseCoopers or Xxxxxx Xxxxxxxx which shall be instructed to resolve such dispute within thirty (30) days and prepare a final Closing Cash, as applicable, reflected therein and Date Balance Sheet (the Closing Working Capital, "Final Balance Sheet"). The resolution of disputes by the Closing Indebtedness and the Closing Cash, respectively, arbitrating accounting firm so selected shall be set forth in the Parent Closing Statement, writing and (ii) with respect to any specific discrepancy or disagreement, shall be no greater than conclusive and binding upon the higher amount calculated by Parent or parties and the Equityholder Representative, as Final Balance Sheet shall become final and binding upon the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may bedate of such resolution. The fees and expenses of such accounting firm shall be paid one-half by Chateau and one-half by Housing. At the Designated Accounting Firm earlier of the time that (i) the Chateau Balance Sheet becomes final and binding or (ii) the Final Balance Sheet is delivered to the parties, any positive difference in excess of $50,000 between the Working Capital Amount as set forth on the original Closing Date Balance Sheet prepared by CWS and the Working Capital Amount on the Final Balance Sheet shall be paid by Parent Chateau to Housing and any negative difference in excess of $50,000 shall be paid by Housing to Chateau, in each case in accordance with the Equityholder Representative (on behalf of the Equityholders) from the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared to the disputed items proposed by Parent and the Equityholder Representative, respectively), as determined by the Designated Accounting FirmCWS Share Purchase Agreement.