Common use of Post-Closing Adjustment Clause in Contracts

Post-Closing Adjustment. (a) Within ninety (90) days after the Closing Date, Buyer shall deliver to Seller (i) a balance sheet showing the Working Capital as of the Closing Date (the “Closing Date Balance Sheet”), and (ii) a certificate setting forth (a) the Closing Date Working Capital (calculated in accordance with the Closing Date Balance Sheet) and (b) the amount by which the Estimated Closing Working Capital exceeds, or is exceeded by, the Closing Date Working Capital. The Closing Date Balance Sheet shall be prepared in a manner consistent with GAAP. The Closing Date Balance Sheet shall be prepared in accordance with this Agreement by making appropriate adjustments to the items specified in Schedule 1.1(109), while maintaining consistency with the principles and methodologies as were used in preparing Schedule 1.1(109). (b) Buyer’s determination of Closing Date Working Capital shall become final and binding on the Parties thirty (30) days after delivery of the Closing Date Balance Sheet by Buyer unless Seller objects in good faith to Buyer’s preparation of the Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (the “Notice of Disagreement”). Following delivery of the Notice of Disagreement, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion shall be deemed to have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Seller and Buyer shall each submit such remaining disputes to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Party. (c) If the Estimated Closing Working Capital is greater than the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b), Seller shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Buyer, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment. (d) If the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b) is greater than the Estimated Closing Working Capital, Buyer shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Seller, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment.

Post-Closing Adjustment. (a1) At least three (3) business days before the Closing, the Sellers shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), which statement shall contain an estimated balance sheet of the Sellers as of the Closing Date (without giving effect to the transactions contemplated herein) and a calculation of Estimated Closing Working Capital calculated in accordance with GAAP (the “Estimated Closing Working Capital Statement”). (2) Within ninety thirty (9030) days after the Closing Date, Buyer Sellers shall deliver to Seller Buyer the Converted Financial Statements in accordance with Section 4.11 (i“the Converted Financials Date”). (3) Within sixty (60) days after the Converted Financials Date, Buyer shall prepare and deliver to Sellers a statement setting forth Buyer’s calculation of Closing Working Capital, which statement shall contain an opening balance sheet showing of the Working Capital Sellers as of the Closing Date (without giving effect to the “transactions contemplated herein) and a calculation of Closing Date Balance Sheet”), and (ii) a certificate setting forth (a) the Closing Date Working Capital (calculated in accordance with GAAP (the “Closing Working Capital Statement”). (4) The post-closing adjustment shall be an amount equal to the Closing Date Balance Sheet) and (b) Working Capital set forth on the amount by which Closing Working Capital Statement minus the Estimated Closing Working Capital exceeds(the “Post-Closing Adjustment”). If the Post-Closing Adjustment is a positive number, or is exceeded by, the Closing Date Working Capital. The Closing Date Balance Sheet Buyer shall be prepared in a manner consistent with GAAP. The Closing Date Balance Sheet shall be prepared in accordance with this Agreement by making appropriate adjustments pay to Sellers an amount equal to the items specified in Schedule 1.1(109)Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, while maintaining consistency with Sellers shall pay to Buyer an amount equal to the principles and methodologies as were used in preparing Schedule 1.1(109)Post-Closing Adjustment. (b5) Buyer’s determination After receipt of the Closing Date Working Capital Statement, Sellers shall become final and binding on the Parties have thirty (30) days after delivery of the Closing Date Balance Sheet by Buyer unless Seller objects in good faith to Buyer’s preparation of the Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (the “Notice Review Period”) to review the Closing Working Capital Statement. During the Review Period, Sellers and Sellers' accountants shall have full access to the personnel of, and work papers prepared by, Buyer and/or Buyer's accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Buyer's possession) relating to the Closing Working Capital Statement as Sellers may reasonably request for the purpose of Disagreementreviewing the Closing Working Capital Statement and to prepare a Statement of Objections (defined below); provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer. (6) On or prior to the last day of the Review Period, Sellers may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Sellers’ objections in reasonable detail, indicating each disputed item or amount and the basis for Sellers’ disagreement therewith (the “Statement of Objections”). Following delivery If Sellers fail to deliver the Statement of Objections before the expiration of the Notice of DisagreementReview Period, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working CapitalCapital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion Statement shall be deemed to have been accepted by SellerSellers. Seller If Sellers deliver the Statement of Objections before the expiration of the Review Period, Buyer and Buyer Sellers shall negotiate in good faith to resolve any such objections noted in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice Statement of DisagreementObjections (the “Resolution Period”), Seller and Buyer shall each submit such remaining disputes to and, if the Independent Accounting Firm in a revised Notice of Disagreement which details same are so resolved within the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreementResolution Period, the Independent Accountant may not assign any value to a disputed item greater than Post-Closing Adjustment and the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Party. (c) If the Estimated Closing Working Capital is greater than the Closing Date Working Capital which has become final Statement with such changes as may have been previously agreed in writing by Buyer and binding on the Parties pursuant to Section 2.6(b)Sellers, Seller shall, within 5 days of the Closing Date Working Capital becoming shall be final and binding, make payment by wire transfer to Buyer, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment. (d) If the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b) is greater than the Estimated Closing Working Capital, Buyer shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Seller, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment.

Post-Closing Adjustment. (ai) Within ninety As promptly as reasonably practicable, but in no event later than one hundred twenty (90120) calendar days after following the Closing Date, Buyer Parent shall deliver cause to Seller (i) a be prepared in accordance with the Specified Accounting Principles and delivered to the Shareholder Representative an unaudited consolidated balance sheet showing of the Working Capital Company as of the close of business on the day immediately prior to the Closing Date (the “Closing Date Balance Sheet”), and together with a statement (the “Parent Closing Statement”) setting forth in reasonable detail Parent’s calculation of Closing Working Capital. (ii) From and after the delivery of the Closing Balance Sheet and the Parent Closing Statement, Parent shall provide the Shareholder Representative and any accountants or advisors retained by the Shareholder Representative with reasonable access during normal business hours to the books and records of the Surviving Corporation for the purposes of: (A) enabling the Shareholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of Closing Working Capital; and (B) identifying any dispute related to the calculation of Closing Working Capital set forth in the Parent Closing Statement. (iii) If the Shareholder Representative disputes the calculation of Closing Working Capital set forth in the Parent Closing Statement, then the Shareholder Representative shall deliver a certificate setting written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the thirty (30)-day period commencing upon receipt by the Shareholder 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 Shareholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of Closing Working Capital set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Shareholder Representative and Equityholders for all purposes of this Agreement. (av) If the Shareholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Shareholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of Closing Working Capital. If the Shareholder Representative and Parent are unable to reach agreement on the calculation of Closing Working Capital within twenty (20) calendar days after the end of the Review Period, the Shareholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to the San Jose, California office of Deloitte & Touche LLP (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such twentieth (20th) day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (A) each of Parent and the Shareholder 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 Closing Working Capital; (B) the Designated Accounting Firm shall determine Closing Date Working Capital (calculated in accordance with the Closing Date Balance Sheet) and (b) the amount by which the Estimated Closing Working Capital exceeds, or is exceeded by, the Closing Date Working Capital. The Closing Date Balance Sheet shall be prepared in a manner consistent with GAAP. The Closing Date Balance Sheet shall be prepared in accordance with this Agreement by making appropriate adjustments to the items specified in Schedule 1.1(109), while maintaining consistency with the principles and methodologies as were used in preparing Schedule 1.1(109). (b) Buyer’s determination of Closing Date Working Capital shall become final and binding on the Parties thirty (30) days after delivery of the Closing Date Balance Sheet by Buyer unless Seller objects in good faith to Buyer’s preparation of the Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (the “Notice of Disagreement”). Following delivery of the Notice of Disagreement, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion shall be deemed to have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice of Disagreement, but if they do not reach a final resolution Specified Accounting Principles within thirty (30) calendar days after of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the delivery of the Notice of Disagreement, Seller and Buyer shall each submit such remaining disputes “Expert Calculations”) to the Independent Shareholder Representative, Parent and the Escrow Agent; and (C) the determination of Closing Working Capital made by the Designated Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed final and binding on Parent, the Shareholder Representative and the Equityholders for all purposes of this Agreement, absent manifest error. In calculating Closing Working Capital, the Designated Accounting Firm shall be limited to resolve all such addressing any particular disputes within thirty (30) days after referred to in the submission of the disputes to such Independent AccountantDispute Notice. The resolution of Expert Calculations (X) shall reflect in detail the disputes by differences, if any, between Closing Working Capital reflected therein and Closing Working Capital set forth in the Independent Accountant Parent Closing Statement, and (Y) with respect to any specific discrepancy or disagreement, shall be finalno greater than the higher amount calculated by Parent or the Shareholder Representative, binding onas the case may be, conclusive and non-appealable no lower than the lower amount calculated by Parent or the PartiesShareholder Representative as the case may be. The costs fees and expenses of the Independent Accountant Designated Accounting Firm shall be allocated between Buyer borne by Parent and Seller the Shareholder Representative in proportion to the relative difference between (a) the amount by which their respective determinations of Closing Date Working Capital calculated by Seller, as adjusted for differed from the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally amount determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided Designated Accounting Firm, as determined by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any PartyDesignated Accounting Firm. (c) If the Estimated Closing Working Capital is greater than the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b), Seller shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Buyer, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment. (d) If the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b) is greater than the Estimated Closing Working Capital, Buyer shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Seller, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment.

Post-Closing Adjustment. (a) Within ninety Not later than sixty (9060) days after the Closing Date, Buyer Purchaser shall prepare and deliver to Seller (i) Parent a balance sheet showing the Working Capital as of the Closing Date statement (the “Proposed Closing Date Balance SheetStatement”), and (ii) a certificate setting forth (a) the Purchaser’s good faith calculation of the actual amounts of Spent Capex, Closing Date Net Working Capital (calculated and Closing Date Net Debt, along with a calculation of the Purchase Price based on such amounts, together with reasonable supporting detail with respect to the calculations included therein. Purchaser agrees to prepare the Proposed Closing Statement strictly in accordance with the Specified Accounting Principles (in respect of the calculation of all items required to be set forth in the Proposed Closing Date Balance SheetStatement other than Spent Capex) and (b) the amount by which the Estimated Closing Working Capital exceeds, or is exceeded by, the Closing Date Working Capital. The Closing Date Balance Sheet shall be prepared definitions in a manner consistent with GAAP. The Closing Date Balance Sheet shall be prepared in accordance with this Agreement by making appropriate adjustments to the items specified in Schedule 1.1(109), while maintaining consistency with the principles and methodologies as were used in preparing Schedule 1.1(109)relating thereto. (b) Buyer’s determination of Closing Date Working Capital shall become final and binding on the Parties thirty (30) days after Following delivery of the Proposed Closing Date Balance Sheet by Buyer unless Statement to Seller objects in good faith Parent, Purchaser agrees to Buyer’s preparation provide Seller Parent and its accountants and representatives, at no cost to Sellers, access to the properties, personnel, books and records of the Business to the extent reasonably requested by Seller Parent and will cause appropriate personnel of Purchaser and the Business to provide reasonable assistance to Seller Parent and its representatives, at no cost to Sellers, for the purpose of reviewing the Proposed Closing Date Balance Sheet Statement. Purchaser shall, at no cost to Sellers, permit Seller Parent’s accountants to review and calculation make copies of all work papers used to support account balances in the Proposed Closing Statement. (c) Unless Seller Parent notifies Purchaser in writing that Seller Parent disagrees with any aspect of the Proposed Closing Date Working Capital in writing, stating in reasonable detail their objection thereto Statement (the a “Notice of Disagreement”). Following delivery of the Notice of Disagreement, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion shall be deemed to have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice of Disagreement, but if they do not reach a final resolution ) within thirty (30) days after receipt thereof, the delivery Proposed Closing Statement shall be conclusive and binding on Seller Parent and Purchaser. Any Notice of Disagreement delivered by Seller Parent must provide reasonable detail with respect to the items and amounts with which Seller Parent disagrees in the Proposed Closing Statement. Any items not disputed in the Notice of Disagreement, Seller and Buyer Disagreement shall each submit such remaining disputes to be binding upon the Independent Accounting Firm parties. (d) Any disputed items set forth in a revised the Notice of Disagreement which details shall be resolved as follows: (i) During the remaining outstanding disputesthirty (30) day period following delivery of a Notice of Disagreement (the “Resolution Period”), Seller Parent and Purchaser shall first seek in good faith to resolve such disputed items. If all such disputed items are so resolved they shall be deemed binding as so resolved and, at such time, the Proposed Closing Statement as modified to reflect such resolution, shall be deemed the Final Closing Statement. (ii) If any disputed items are not resolved during the Resolution Period, either party may at any time until the date that is thirty (30) days after the end of the Resolution Period (the “Final Date”) cause all (but not less than all) such unresolved disputed items to be submitted to the Accounting Firm for final determination, by providing written notice of such election to the other party (a “Submission Notice”); provided, however, that, it is expressly agreed that no objection may be raised and no adjustment may be proposed to any such entry or item in a Submission Notice except on grounds that (A) in respect of any entry or item other than Spent Capex, such item or entry has not been calculated in accordance with Specified Accounting Principles and the definitions in this Agreement relating thereto or (B) in respect of Spent Capex, the calculation of the amount of Spent Capex (and not, for the avoidance of doubt, the quality or nature of any item of Capex) has not been calculated in accordance with the definition thereof. If, by the end of the Final Date, there still exist one or more such unresolved disputed items but neither party shall have delivered a Submission Notice to the other party, the calculation of all such unresolved disputed items and the Purchase Price as reflected on the Notice of Disagreement shall be deemed final and binding on the parties and, at such time, the Proposed Closing Statement as modified to reflect such resolution shall be deemed the Final Closing Statement. (iii) The parties shall instruct the Accounting Firm to determine the disputed items set forth in any Submission Notice in accordance with the definitions thereof and, in respect of any item or entry other than Spent Capex, in accordance with the Specified Accounting Principles and, subject to Section 2.2(d)(iv), to make only such revisions or amendments as may be required to the Proposed Closing Statement such that the Final Closing Statement accurately reflects Spent Capex, Closing Date Net Working Capital and Closing Date Net Debt, and the resulting Purchase Price, as prepared in accordance with the Specified Accounting Principles in the case of all of the foregoing other than Spent Capex. Seller Parent and Buyer Purchaser shall use their commercially reasonable efforts to cause the Independent Accountant Accounting Firm to resolve all disputes render a determination as soon to such disputed items and the resulting Purchase Price, along with a statement of reasons therefor, within 30 days after the engagement of the Accounting Firm (as practicable; providedevidenced by its written acceptance by facsimile or otherwise to the parties) or a reasonable time thereafter, and, absent fraud or manifest error, such determination of the Accounting Firm shall be final and binding upon Seller Parent and Purchaser. Seller Parent and Purchaser shall provide the Accounting Firm, without charge, access to information and representatives as reasonably requested by the Accounting Firm to the extent required for the determination of the Final Closing Statement. (iv) The scope of the Accounting Firm’s determination shall be limited to whether the calculations of (i) the amounts of the items required to be set forth in the Proposed Closing Statement were calculated strictly in accordance with the definitions in this Agreement relating thereto and (ii) Closing Date Net Working Capital and Closing Date Net Debt set forth in the Proposed Closing Statement were performed strictly in accordance with the Specified Accounting Principles. The determination of any item in dispute cannot, however, be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Independent Accountant shall be instructed to resolve all such disputes within thirty Proposed Closing Statement, in the case of Seller Parent, or in the Notice of Disagreement, in the case of Purchaser. (30v) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs fees and expenses of the Independent Accountant Accounting Firm shall be allocated between Buyer shared equally by Seller Parent and Purchaser. (e) No later than five (5) Business Days after the Proposed Closing Statement is deemed the Final Closing Statement pursuant to this Section 2.2: (i) If the Final Closing Date Net Debt (A) is more than the Estimated Closing Date Net Debt, Seller in proportion Parent shall pay to Purchaser the relative difference between or (aB) is less than the Estimated Closing Date Net Debt, Purchaser shall pay to Seller Parent, on behalf of itself and the other Sellers, the difference; (ii) If the Final Closing Date Net Working Capital (A) is less than the Estimated Closing Date Net Working Capital, Seller Parent shall pay to Purchaser the difference or (B) is more than the Estimated Closing Date Net Working Capital, Purchaser shall pay to Seller Parent, on behalf of itself and the other Sellers, the difference; and (iii) If the Final Spent Capex (A) is less than the Estimated Spent Capex, Seller Parent shall pay to Purchaser the difference or (B) is more than the Estimated Spent Capex, Purchaser shall pay to Seller Parent, on behalf of itself and the other Sellers, the difference. Any amount to be paid pursuant to this Section 2.2(e) shall be (i) increased by interest thereon at the rate of five percent (5%) per annum from (but excluding) the Closing Date Working Capital calculated through and including the date of payment based on a 365-day year; (ii) made by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Party. (c) If the Estimated Closing Working Capital is greater than the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b), Seller shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Buyer, in of immediately available funds in Dollars to a bank account designated in writing by the amount of party entitled to receive payment (such difference, together with interest thereon designation to be made at a rate of least two (2% per annum from the Closing Date ) Business Days prior to such payment) and (iii) treated as an adjustment to the date of payment. (d) If Initial Purchase Price for Tax reporting purposes. The parties shall net the Closing Date Working Capital which has become final and binding on the Parties payments, if any, to be made pursuant to Sections 2.2(e)(i) and 2.2(e)(ii) such that only one party is required to deliver amounts required to be paid under this Section 2.6(b) is greater than the Estimated Closing Working Capital, Buyer shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Seller, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment2.2(e).

Post-Closing Adjustment. (a) Within ninety forty-five (9045) days after the Closing Date, Buyer Seller shall prepare and deliver to Seller Purchaser (i) a an unaudited consolidated balance sheet showing of the Working Capital Acquired Company and the Subsidiaries dated as of the close of business on the Closing Date (the “"Closing Balance Sheet") showing the Net Worth of the Acquired Company and the Subsidiaries at the Closing Date Balance Sheet”), (the "Preliminary Net Worth Amount") and (ii) a certificate setting forth schedule (athe "Closing Debt Schedule") of the amount of Long Term Debt at the Closing Date Working Capital (calculated in accordance with the Closing Date Balance Sheet) and (b) the amount by which the Estimated Closing Working Capital exceeds, or is exceeded by, the Closing Date Working Capital"Preliminary Debt Amount"). The Closing Date Balance Sheet shall be prepared in a manner consistent with GAAP. The Closing Date Balance Sheet shall be prepared in accordance with this Agreement by making appropriate adjustments the definitions and procedures set forth on the Post-Closing Adjustment Schedule. In connection with the preparation of the Closing Balance Sheet and the Closing Debt Schedule, Purchaser shall give, and shall cause the Acquired Company and its representatives to give, to Seller and its representatives full access at all reasonable times to the items specified books, records and other materials of the Acquired Company and the Subsidiaries and the personnel of, and work papers prepared by or for Purchaser, the Acquired Company and the Subsidiaries or their respective accountants, including, without limitation, to such historical financial information relating to the Acquired Company and the Subsidiaries as Seller may reasonably request in order to permit the timely preparation and delivery of the Closing Balance Sheet and the Closing Debt Schedule 1.1(109), while maintaining consistency in accordance with the principles and methodologies as were used in preparing Schedule 1.1(109this Section 1.05(a). (b) Buyer’s determination Upon receipt of the Closing Date Working Capital Balance Sheet and the Closing Debt Schedule, Purchaser shall become final and binding on the Parties have thirty (30) days after delivery (the "Review Period") to review such Closing Balance Sheet and the Closing Debt Schedule and related computations of the Net Worth of the Acquired Company and the Subsidiaries and the Closing Debt on the Closing Date. If Purchaser has accepted such Closing Balance Sheet Closing Debt Schedule in writing or has not given written notice to Seller setting forth in reasonable detail any objection of Purchaser to such Closing Balance Sheet or Closing Debt Schedule(a "Statement of Objections") prior to the expiration of the Review Period, then such Closing Balance Sheet and Closing Debt Schedule shall be final and binding upon the parties, and the Preliminary Net Worth Amount shall be deemed the Net Worth amount of the Acquired Company and the Subsidiaries as of the Closing Date Balance Sheet by Buyer unless Seller objects in good faith (the "Final Net Worth Amount") and the Preliminary Debt Amount shall be deemed to Buyer’s preparation be the amount of Long Term Debt as of the Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (the “Notice of Disagreement”"Final Debt Amount"). Following delivery of the Notice of DisagreementIn addition, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the Closing Balance Sheet or of the calculation of the Preliminary Net Worth Amount, of the Closing Date Working Capital is Debt Schedule or of the calculation of the Preliminary Debt Amount shall not be expressly objected to in the Notice Statement of DisagreementObjections, such items portion matters shall be deemed to have been accepted and approved by SellerPurchaser and shall be final and binding upon the parties for purposes hereof. In the event that Purchaser delivers a Statement of Objections during the Review Period, Purchaser and Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Seller and Buyer shall each submit such remaining disputes to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause agree on the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that amount of Net Worth of the Independent Accountant shall be instructed to resolve all such disputes Acquired Company and the Subsidiaries on the Closing Date within thirty (30) days after following the submission receipt by Seller of the disputes Statement of Objections. If the parties are unable to reach an agreement as to such Independent amounts within such thirty (30) day period, then the matter shall be submitted to Deloitte & Touche LLP, or such other accountant as shall be mutually agreed between the parties hereto (such accountant, the "Settlement Accountant"), who shall determine the matters still in dispute and adjust the Closing Balance Sheet to reflect such determination and establish the Final Net Worth Amount and adjust the Closing Debt Schedule and establish the Final Debt Amount. The If issues in dispute are submitted to the Settlement Accountant for resolution, each party will furnish to the Settlement Accountant such work papers and other documents and information relating to the disputed issues as the Settlement Accountant may request, and will be afforded the opportunity to present to the Settlement Accountant any material relating to the resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive disputed items and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted for discuss the resolution of the disputed items with the Settlement Accountant; provided, that no party shall have any disputes between ex parte discussions with the Parties prior Settlement Accountant (other than after reasonable notice to the engagement other party and such party's refusal or failure to participate). The Settlement Accountant will be instructed in performing the review that Purchaser and Seller will each be provided with copies of any and all correspondence and drafts distributed to any party, and Purchaser and Seller will be granted access to information contained in the Independent documents made available to the Settlement Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountantother party. The Independent Settlement Accountant will shall determine only consider those items matters in dispute (and amounts set forth in based solely on the revised Notice of Disagreement submitted materials and other information presented by either PartySeller and Purchaser and not by independent investigation). The Independent Settlement Accountant shall make its determination based solely on presentations within thirty (30) days (or as soon as practicable thereafter if the Settlement Accountant notifies the parties that it requires additional time to make such determination) following the submission of the matter to the Settlement Accountant for resolution, and supporting material provided by such determination shall be final and binding upon Purchaser and Seller. Purchaser and Seller will each bear fifty percent (50%) of the Parties fees, charges and not pursuant to any independent review, nor shall expenses of the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any PartySettlement Accountant. (c) If In the Estimated Closing Working Capital event that the Final Net Worth Amount is greater than the Closing Date Working Capital which has become final and binding on Target Net Worth Amount, such excess is referred to herein as the Parties pursuant to Section 2.6(b), Seller shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Buyer, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment"Excess Net Worth Amount". (d) If In the Closing Date Working Capital which has become final and binding on event that the Parties pursuant to Section 2.6(b) Final Net Worth Amount is greater less than the Estimated Closing Working CapitalTarget Net Worth Amount, Buyer shall, within 5 days of such deficiency is referred to herein as the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Seller, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment"Net Worth Deficiency".

Post-Closing Adjustment. (a) Within Not later than ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Seller (i) a an actual balance sheet showing of the Working Capital Target Companies as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), together with a detailed calculation, estimated in good faith and (ii) a certificate setting forth (a) in accordance with GAAP, of the amount of the Net Working Capital Amount, the Indebtedness, the Transaction Expenses and Deferred Revenue Excess, respectively, as of 12:01 a.m. on the Closing Date (the “Preliminary Adjustment Statement”) and, Buyer’s written calculation of the Final Closing Purchase Price, and the adjustment necessary to reconcile the Estimated Purchase Price to the Aggregate Purchase Price (the “Preliminary Post-Closing Adjustment”). The Net Working Capital (Amount shall be calculated in accordance with methodologies used to calculate the sample working capital amount calculation set forth on Estimated Closing Balance Sheet, which is based on the Acquisition Balance Sheet; provided that notwithstanding anything to the contrary set forth on the Estimated Closing Balance Sheet or other provision of this Agreement, for purposes of calculating the Net Working Capital Amount under this Section 2.4(b), any accounts receivables that were included in the Estimated Purchase Price at Closing but which had been outstanding for ninety (90) days or more as of the Closing Date Balance Sheet) and (b) which have not been collected at such time that Buyer delivers the amount by which the Estimated Closing Working Capital exceeds, or is exceeded by, the Closing Date Working Capital. The Closing Date Balance Sheet shall be prepared disregarded and not included in a manner consistent with GAAP. The Closing Date Balance Sheet shall be prepared in accordance with this Agreement by making appropriate adjustments to the items specified in Schedule 1.1(109), while maintaining consistency connection with the principles and methodologies as were used in preparing Schedule 1.1(109adjustment to Aggregate Purchase Price contemplated by this Section 2.4(b). (b) Buyer’s determination of Closing Date Working Capital . Seller shall become final and binding on the Parties have thirty (30) days after delivery of the Closing Date Balance Sheet by Buyer unless Seller objects in good faith to Buyer’s preparation of the Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto Preliminary Adjustment Statement (the “Notice of DisagreementReview Period”). Following delivery of ) to notify Buyer in writing (the Notice of Disagreement“Dispute Notice”) that Seller disputes the proposed Preliminary Post-Closing Adjustment, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital if no such notice is not objected to in the Notice of Disagreement, given within such items portion shall be deemed to have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Seller and Buyer shall each submit such remaining disputes to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Party. (c) If the Estimated Closing Working Capital is greater than the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b), Seller shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Buyer, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment. (d) If the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b) is greater than the Estimated Closing Working Capital, Buyer shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Seller, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment.time

Post-Closing Adjustment. (ai) Within ninety sixty (9060) days after the Closing Date, the OpCo Buyer shall prepare and deliver to Seller Xxxx Ohio Finance a statement (ithe “JCC Closing Statement”) a balance sheet showing setting forth its calculation of (A) the JCC Closing Working Capital Capital, (B) the Indebtedness of JCC as of the Reference Time (the “JCC Closing Date Indebtedness”), (C) the JCC Closing Date Cash, (D) all unpaid Transaction Expenses of JCC as of the Closing Date (excluding the R&W Insurance Cost Seller Portion) (the “JCC Closing Date Transaction Expenses”), (E) OpCo Buyer’s calculation of the JCC Membership Interests Purchase Price and (F) an unaudited balance sheet of JCC as of the Reference Time (without giving effect to the Transactions) (the “JCC Closing Balance Sheet”). The calculation of the JCC Closing Working Capital and the JCC Closing Balance Sheet shall be prepared and calculated in accordance with GAAP and otherwise in accordance with the JCC Sample Statement and the JCC Closing Date Indebtedness, the JCC Closing Date Cash, and (ii) a certificate setting forth (a) the JCC Closing Date Working Capital (Transaction Expenses shall be calculated in accordance with the JCC Sample Statement. (ii) The post-closing adjustment (the “JCC Post-Closing Adjustment”) shall be an amount equal to the sum of: (A) The difference between the JCC Closing Date Balance SheetCash and the JCC Estimated Closing Date Cash (where the difference will be positive, if the JCC Closing Date Cash exceeds the JCC Estimated Closing Date Cash, or negative, if the JCC Estimated Closing Date Cash exceeds the JCC Closing Date Cash); plus (B) The difference between the JCC Closing Working Capital and (b) the amount by which the JCC Estimated Closing Working Capital exceeds(where the difference will be positive, or is exceeded by, if the JCC Closing Date Working Capital. The Closing Date Balance Sheet shall be prepared in a manner consistent with GAAP. The Closing Date Balance Sheet shall be prepared in accordance with this Agreement by making appropriate adjustments to the items specified in Schedule 1.1(109), while maintaining consistency with the principles and methodologies as were used in preparing Schedule 1.1(109). (b) Buyer’s determination of Closing Date Working Capital shall become final and binding on exceeds the Parties thirty (30) days after delivery of the Closing Date Balance Sheet by Buyer unless Seller objects in good faith to Buyer’s preparation of the Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (the “Notice of Disagreement”). Following delivery of the Notice of Disagreement, Seller and Buyer agree to cooperate to exchange information used to prepare the JCC Estimated Closing Working Capital, Closing Date Working Capital and or negative, if the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion shall be deemed to have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Seller and Buyer shall each submit such remaining disputes to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Party. (c) If the JCC Estimated Closing Working Capital is greater than exceeds the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b), Seller shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Buyer, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment. (d) If the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b) is greater than the Estimated JCC Closing Working Capital); plus (C) The difference between the JCC Closing Transaction Expenses and the JCC Estimated Transaction Expenses (where the difference will be negative, Buyer shallif the JCC Closing Transaction Expenses exceeds the JCC Estimated Transaction Expenses, within 5 days of or positive, if the JCC Estimated Transaction Expenses exceeds the JCC Closing Transaction Expenses); minus (D) The amount, if any, by which the JCC Closing Date Working Capital becoming final and bindingIndebtedness exceeds the JCC Estimated Indebtedness. If the JCC Post-Closing Adjustment as finally determined in accordance with this Section 2.06(b)(ii) (the “JCC Net Adjustment Amount”) is a positive number, make payment by wire transfer the OpCo Buyer shall pay to SellerXxxx Ohio Finance an amount equal to the Net Adjustment Amount in accordance with Section 2.06(d). If the JCC Net Adjustment Amount is a negative number, the Parties shall cause the Escrow Agent to pay, or shall pay, to the OpCo Buyer an amount equal to the JCC Net Adjustment Amount, in immediately available funds each case in the amount of such difference, together accordance with interest thereon at a rate of 2% per annum from the Closing Date to the date of paymentSection 2.06(d).

Post-Closing Adjustment. (a) Within ninety (90) Promptly after the ----------------------- Closing Date, Seller will prepare and, within 30 days after of the Closing Date, Buyer shall deliver to Seller (i) Buyer a calculation of the Cash Portion of the Purchase Price based on a balance sheet showing of the Working Capital relevant items as of the Closing Date (the “Closing Date "Final Balance Sheet”"), and (ii) a certificate setting forth (a) the Closing Date Working Capital (calculated in accordance together with the Closing Date Balance Sheet) and (b) the amount by which the Estimated Closing Working Capital exceeds, or is exceeded by, the Closing Date Working CapitalSupporting Schedules thereto. The Closing Date Balance Sheet shall be prepared in a manner consistent with GAAP. The Closing Date Final Balance Sheet shall be prepared in accordance with generally accepted accounting principles consistently applied and as though the parties had not consummated the transactions contemplated by this Agreement by making appropriate adjustments Agreement. Following the Closing, either (i) Seller shall pay Buyer an amount equal to the items specified in Schedule 1.1(109)decrease, while maintaining consistency if any, between the Cash Portion of the Purchase Price as reflected on the Final Balance Sheet or the Adjusted Final Balance Sheet, as the case may be, as compared with the principles and methodologies Cash Portion of the Purchase Price as were used in preparing Schedule 1.1(109). (b) Buyer’s determination of Closing Date Working Capital shall become final and binding reflected on the Parties thirty Closing Balance Sheet or (30ii) days after delivery Buyer shall pay Seller an amount equal to the increase, if any, between the Cash Portion of the Closing Date Purchase Price as reflected on the Final Balance Sheet by Buyer unless Seller objects or the Adjusted Final Balance Sheet, as the case may be (the payment referred to in good faith clause (i) or (ii) above shall be referred to Buyer’s preparation as the "Post-Closing Adjustment") as compared with the Cash Portion of the Closing Date Balance Sheet and calculation of Purchase Price as reflected on the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (the “Notice of Disagreement”)Balance Sheet. Following delivery of the Notice of Disagreement, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion Such payments shall be deemed to have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Seller and Buyer shall each submit such remaining disputes to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Party. (c) If the Estimated Closing Working Capital is greater than the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b), Seller shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment made by wire transfer to Buyer, in immediately available funds in or certified or bank cashier's check within ten (10) business days of adoption of the amount of such difference, together with interest thereon at a rate of 2% per annum Final Balance Sheet or the notice from the Accounting Firm of the Adjusted Final Balance Sheet, as the case may be. No payment shall be made by either party if the Cash Portion of the Purchase Price as reflected on the Closing Date Balance Sheet is equal to the date Cash Portion of payment. (d) If the Closing Date Working Capital which has become final and binding Purchase Price as reflected on the Parties pursuant to Section 2.6(b) is greater than Final Balance Sheet or the Estimated Closing Working CapitalAdjusted Final Balance Sheet, Buyer shall, within 5 days of as the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Seller, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of paymentcase may be.

Post-Closing Adjustment. (a) Within ninety (90) days after the Closing Date, Buyer shall deliver to Seller (i) a balance sheet showing the Working Capital as of the Closing Date (the “Closing Date Balance Sheet”), and (ii) a certificate setting forth If (a) the Closing Date Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount exceeds (calculated b) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount, then U.S. Buyer shall pay Sellers the amount of such excess by wire transfer of immediately available funds to Sellers’ Accounts. If (a) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount, then Sellers shall, and Sellers and U.S. Buyer shall provide written instructions to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out of the Net Working Capital Escrow Amount and, in the event such excess, if any, exceeds the Net Working Capital Escrow Amount held in the Escrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior to the date of such payment. All payments to be made pursuant to this Section 2(h)(vi) shall be made no later than the second Business Day following the date on which U.S. Buyer and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount), all in accordance with the Closing Date Balance Sheet) and (b) provisions of the amount by which the Estimated Closing Net Working Capital exceeds, or is exceeded by, the Closing Date Working Capital. The Closing Date Balance Sheet shall be prepared in a manner consistent with GAAP. The Closing Date Balance Sheet shall be prepared in accordance with this Agreement by making appropriate adjustments to the items specified in Schedule 1.1(109), while maintaining consistency with the principles and methodologies as were used in preparing Schedule 1.1(109)Escrow Agreement. (b) Buyer’s determination of Closing Date Working Capital shall become final and binding on the Parties thirty (30) days after delivery of the Closing Date Balance Sheet by Buyer unless Seller objects in good faith to Buyer’s preparation of the Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (the “Notice of Disagreement”). Following delivery of the Notice of Disagreement, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion shall be deemed to have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Seller and Buyer shall each submit such remaining disputes to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Party. (c) If the Estimated Closing Working Capital is greater than the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b), Seller shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Buyer, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment. (d) If the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b) is greater than the Estimated Closing Working Capital, Buyer shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Seller, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment.

Post-Closing Adjustment. (a) Within ninety sixty (9060) days after the Closing Date, Buyer shall prepare and deliver to Seller (i) Representative a statement setting forth its calculation of Closing Working Capital, which statement shall contain a consolidated balance sheet showing of the Working Capital Companies as of the close of business on the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Closing Working Capital (the “Closing Date Balance SheetWorking Capital Statement”), ) and (ii) a certificate setting forth of the Chief Financial Officer of Buyer that the statement of Closing Working Capital 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 that were used in the preparation of the Financial Statements for the year ended December 31, 2016 as if such Closing Working Capital Statement was being prepared as of a fiscal year end. (ab) The post-closing adjustment shall be an amount equal to the Closing Date Working Capital (calculated in accordance with the Closing Date Balance Sheetas finally determined pursuant to Section 2.A.3 below) and (b) the amount by which minus the Estimated Closing Working Capital exceeds, or is exceeded by, the Closing Date Working Capital. The Closing Date Balance Sheet shall be prepared in a manner consistent with GAAP. The Closing Date Balance Sheet shall be prepared in accordance with this Agreement by making appropriate adjustments to the items specified in Schedule 1.1(109), while maintaining consistency with the principles and methodologies as were used in preparing Schedule 1.1(109). (b) Buyer’s determination of Closing Date Working Capital shall become final and binding on the Parties thirty (30) days after delivery of the Closing Date Balance Sheet by Buyer unless Seller objects in good faith to Buyer’s preparation of the Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (the “Notice of DisagreementPost-Closing Adjustment”). Following delivery If the Post-Closing Adjustment is a positive number, Buyer shall pay to the Companies (to an account or accounts designated by Seller Representative) an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Seller Representative shall cause the Companies to pay (or pay on behalf of the Notice of Disagreement, Seller and Companies) to Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion shall be deemed to have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Seller and Buyer shall each submit such remaining disputes an amount equal to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and nonPost-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any PartyAdjustment. (c) If Notwithstanding any provision to the Estimated contrary herein, if Buyer fails to provide Seller Representative with the Closing Working Capital is greater than Statement within the ninety (90)-day time period after the Closing Date, then any Post-Closing Adjustment payment due Companies shall bear interest at the rate of one and half percent (1.5%) per month from and including the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b), Seller shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Buyer, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to through the date of paymentpayment in full by Buyer. (d) If the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b) is greater than the Estimated Closing Working Capital, Buyer shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Seller, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment.

Post-Closing Adjustment. (aA) Within Purchaser shall cause to be prepared and, as soon as practical, but in no event later than ninety (90) days after the Closing Date, Buyer shall deliver cause to Seller (i) a balance sheet showing be delivered to the Working Capital as Sellers, the Purchaser’s calculation of the Closing Date Balance Sheet (the “Purchaser Closing Date Balance Sheet”), and together with a calculation of the adjustment to the Closing Payment by, as applicable (ii1) a certificate increasing the amount thereof by the excess, if any, of the Total Capital shown on the Purchaser Closing Date Balance Sheet over the Base Total Capital, or (2) decreasing the amount thereof by the excess, if any, of the Base Total Capital over the Total Capital shown on the Purchaser Closing Date Balance Sheet. (B) If the Sellers disagree in whole or in part with the Purchaser Closing Date Balance Sheet, then within thirty (30) days after their receipt thereof, the Sellers shall notify Purchaser of such disagreement in writing (the “Closing Notice of Disagreement”), setting forth in reasonable detail the particulars of any such disagreement. To be effective, any such Closing Notice of Disagreement shall include a copy of Purchaser Closing Date Balance Sheet marked to indicate the specific line items of the Purchaser Closing Date Balance Sheet that are in dispute (athe “Disputed Closing Date Balance Sheet Line Items”) and shall be accompanied by the Sellers’ calculation of each of the Disputed Closing Date Balance Sheet Line Items and the Sellers’ calculation of the Closing Date Working Capital (calculated Balance Sheet and their determination of the Closing Payment, as adjusted in accordance with the preceding clause (i). All items that are not Disputed Closing Date Balance Sheet Line Items shall be final, binding and conclusive for purposes of determining the Closing Payment hereunder unless the resolution of a Disputed Closing Date Balance Sheet Line Item affects an undisputed item, in which case such undisputed item shall remain open and be considered a Disputed Closing Date Balance Sheet Line Item to the extent of such corresponding effect. In the event that the Sellers do not provide a Closing Notice of Disagreement within such thirty (30)-day period, the Sellers shall be deemed to have accepted in full the Purchaser Closing Date Balance Sheet) and (b) the amount by which the Estimated Closing Working Capital exceeds, or is exceeded byand, for purposes of determining the Closing Payment, such Purchaser Closing Date Working CapitalBalance Sheet shall become final, binding and conclusive upon Purchaser and the Sellers. The In the event any Closing Notice of Disagreement is properly and timely provided, Purchaser and the Sellers shall use their respective commercially reasonable efforts for a period of fifteen (15) days (or such longer period as they may mutually agree) to resolve any Disputed Closing Date Balance Sheet Line Items. During the aforesaid thirty (30) day period and until the Closing Date Balance Sheet shall be prepared finally determined as provided herein, Purchaser and the Sellers shall cooperate with each other and shall have reasonable access to the books and records, working papers, schedules and calculations of the other, in a manner consistent with GAAPorder to prepare, or used in the preparation of, their respective Closing Date Balance Sheet. The If, at the end of such period, Purchaser and the Sellers are unable to resolve all Disputed Closing Date Balance Sheet Line Items, then any such remaining Disputed Closing Date Balance Sheet Line Items shall be prepared referred to an independent accounting firm jointly designated by Purchaser and the Sellers (the “Accounting Firm”); provided, that in accordance with this Agreement by making appropriate adjustments the event Purchaser and the Sellers cannot mutually agree as to the items specified in Schedule 1.1(109)designation of the Accounting Firm, while maintaining consistency with each such Party will designate an accounting firm, and the principles two accounting firms will designate a third accounting firm to act as the Accounting Firm, except that Gxxxx Xxxxxxxx LLP shall not be selected as the Accounting Firm, unless Purchaser and methodologies as were used in preparing Schedule 1.1(109)the Sellers mutually agree. (bC) BuyerPurchaser and the Sellers will enter into reasonable and customary arrangements for the services to be rendered by the Accounting Firm under this Section 2.2(b)(ii), such services to be provided in the Accounting Firm’s capacity as an accounting expert and not an arbitrator. The Accounting Firm shall be directed to determine as promptly as practicable (and Purchaser and the Sellers shall use commercially reasonable efforts to cause such determination to occur within thirty (30) days) the resolution of the Disputed Closing Date Balance Sheet Line Items. In making any determination of the Disputed Closing Date Working Capital Balance Sheet Line Items, the Accounting Firm may not assign 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, and the Accounting Firm may only make a determination regarding the matters in dispute between Purchaser and the Sellers. Purchaser and the Sellers shall become final each furnish to the Accounting Firm such work papers and other documents and information relating to the Disputed Closing Date Balance Sheet Line Items, and shall provide access to personnel and answer questions, as such Accounting Firm may reasonably request. The determination of the Disputed Closing Date Balance Sheet Line Items by the Accounting Firm shall be set forth in writing and shall be final, conclusive and binding on the Purchaser and the Sellers for purposes of determining the Closing Date Balance Sheet, absent fraud or manifest error, and shall be based solely on the terms of this Agreement and the written submissions by Purchaser and the Sellers and not by independent review or investigation. The Parties thirty agree that judgment may be entered upon the award of the Accounting Firm in any court having jurisdiction pursuant to Section 11.13 hereof. (30D) days Subject to the next sentence, each Party shall be responsible for its own fees and expenses incurred in connection with this Section 2.2(b). The Purchaser and the Sellers shall each pay one half of the fees and expenses payable to the Accounting Firm in connection with resolving any dispute under this Section 2.2(b), except that in the event that one Party’s determination of the Disputed Closing Date Balance Sheet Line Items as a whole varies by 20% or more from the determination of the Disputed Closing Date Balance Sheet Line Items as a whole by the Accounting Firm hereunder, then such Party shall be solely responsible for the fees and expenses of the Accounting Firm. (E) Promptly following (x) the Disputed Closing Date Balance Sheet Line Items have been finally determined or (y) the Closing Date Balance Sheet has been finally determined pursuant to Section 2.2(b)(ii)(B), Purchaser shall prepare, and deliver to the Sellers, the Closing Date Balance Sheet and the calculation of the Closing Payment, as adjusted by, as applicable (1) increasing the amount thereof by the excess, if any, of the Total Capital shown on the Closing Date Balance Sheet over the Base Total Capital, or (2) decreasing the amount thereof by the excess, if any, of the Base Total Capital over the Total Capital shown on the Closing Date Balance Sheet (the Closing Payment, as so adjusted, being hereinafter referred to as the “Final Closing Payment”), whereupon the following payment shall be made as hereinafter provided: (1) If the Final Closing Payment exceeds the Closing Payment by $50,000 or more, then Purchaser shall pay to the Sellers an amount in cash equal to such excess in accordance with such payment instructions as the Sellers shall designate; or (2) If the Closing Payment exceeds the Final Closing Payment by $50,000 or more, then the Sellers shall pay to Purchaser an amount in cash equal to such excess in accordance with such payment instructions as the Purchaser shall designate. (3) For the avoidance of doubt, no payment shall be required under this Section 2.2(b) if the difference between the Base Total Capital and Total Capital shown on the Closing Date Balance Sheet, as finally determined, is less than $50,000.00. (F) Any amount payable pursuant to Section 2.2(b)(ii)(E) shall be paid within five (5) Business Days after the delivery of the Closing Date Balance Sheet by Buyer unless Seller objects in good faith to Buyer’s preparation via wire transfer of the Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (the “Notice of Disagreement”). Following delivery of the Notice of Disagreement, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion shall be deemed to have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Seller and Buyer shall each submit such remaining disputes immediately available funds to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes account designated by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Partyrecipient thereof. (cG) If the Estimated Closing Working Capital is greater than the Closing Date Working Capital which has become final and binding on the Parties Payments pursuant to Section 2.6(b), Seller shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Buyer, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date 2.2(b)(ii)(E) shall be treated for all purposes as adjustments to the date of paymentConsideration. (d) If the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b) is greater than the Estimated Closing Working Capital, Buyer shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Seller, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment.

Post-Closing Adjustment. (a) Within ninety forty-five (9045) days after following the Closing DateClosing, Buyer Parent shall prepare and deliver to Seller the Escrow Representative (i) a balance sheet showing statement (the “Closing Net Debt Statement”), setting forth a calculation of the Net Debt as of the Closing (the “Closing Net Debt”) and (ii) a schedule (the “Closing Net Working Capital Schedule”), setting forth a calculation of the Net Working Capital as of the Closing Date (the “Closing Date Balance SheetNet Working Capital”). The Closing Net Debt Statement and the Closing Net Working Capital Schedule shall be prepared on the same form and basis using accounting principles, practices and methods consistent with those used in preparing Schedules 2.8(d)(i) and (ii) a certificate setting forth (a) the Closing Date Working Capital (calculated in accordance with the Closing Date Balance Sheet) and (b) the amount by which the Estimated Closing Working Capital exceeds, or is exceeded by, the Closing Date Working Capital. The Closing Date Balance Sheet shall be prepared in a manner consistent with GAAP. The Closing Date Balance Sheet shall be prepared in accordance with this Agreement by making appropriate adjustments to the items specified in Schedule 1.1(109), while maintaining consistency with the principles and methodologies as were used in preparing Schedule 1.1(109). (b) Buyer’s determination of Closing Date Working Capital The Escrow Representative shall become final and binding on the Parties have thirty (30) days after the delivery of by Parent to review the Closing Date Balance Sheet Net Debt Statement and Closing Net Working Capital Schedule. Parent shall, from and after the Closing Date, provide the Escrow Representative and its accountants with all data and financial statements reasonably requested by Buyer unless Seller objects the Escrow Representative, and full access to the books and records, any other information, including work of its accountants, and to any employees to the extent necessary for the Escrow Representative to review the Closing Net Debt Statement and Closing Net Working Capital Schedule. In the event that the Escrow Representative believes in good faith to Buyer’s preparation of that the Closing Date Balance Sheet and calculation of the Net Debt Statement or Closing Date Net Working Capital Schedule is not accurate or has not been determined on the basis set forth in writingSection 2.8(a), stating the Escrow Representative shall inform Parent in reasonable detail their objection thereto writing (the “Notice Escrow Representative’s Objection”), setting forth a specific description of Disagreementthe basis of the Escrow Representative’s Objection and the adjustments to the Closing Net Debt or Closing Net Working Capital which the Escrow Representative believes should be made, on or before the last day of such thirty (30) day period. Failure to notify Parent within such thirty (30) day period shall constitute acceptance and approval by the Escrow Representative of Parent’s Closing Net Debt Statement and Closing Net Working Capital Schedule. If the Escrow Representative objects to the Closing Net Debt Statement or Closing Net Working Capital Schedule, Parent shall then have fifteen (15) days to review and respond to the Escrow Representative’s Objection. If any proposed change set forth in the Escrow Representative’s Objection is not accepted by Parent, then Parent shall within fifteen (15) days after receipt of the Escrow Representative’s Objection give written notice to the Escrow Representative of Parent’s objection to such change (the “Parent’s Objection”). Following delivery Failure to so notify the Escrow Representative within such fifteen (15) day period shall constitute acceptance and approval by Parent of the Notice of Disagreement, Seller Escrow Representative’s Objection. Parent’s Closing Net Debt Statement and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Net Working Capital and Schedule, as adjusted for any matter included in the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital Escrow Representative’s Objection that is not objected to disputed in the Notice of DisagreementParent’s Objection, such items portion shall be deemed to have been conclusively accepted by Sellerthe Escrow Representative and Parent, except in respect of those matters still in dispute in accordance herewith. Seller For a period of fifteen (15) days after Parent’s Objection (the “Negotiation Period”), the Escrow Representative and Buyer Parent shall negotiate in good faith to resolve any objections noted in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Seller and Buyer shall each submit such remaining disputes to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon expeditiously as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Partypossible. (c) If Parent and the Estimated Escrow Representative are unable to resolve all of their disagreements with respect to the determination of Closing Net Debt or Closing Net Working Capital is greater after the expiration of the Negotiation Period, they shall refer their remaining differences to a mutually agreeable nationally recognized firm of independent public accountants (the “Independent Accounting Firm”), which shall determine solely on the basis of the standard set forth in Section 2.8(a) hereof, and only with respect to the remaining differences and objections so submitted, whether and to what extent, if any, the Closing Net Debt or Closing Net Working Capital requires adjustment. Each of Parent and the Escrow Representative shall make complete submissions to the Independent Accounting Firm within ten (10) days following the engagement of the Independent Accounting Firm. Failure by either party to make a complete submission prior to the ten (10) day period will be deemed to be a waiver of such party’s right to make a submission. The parties shall instruct the Independent Accounting Firm to deliver its written determination to the Escrow Representative and Parent no later than the twentieth (20th) day after the remaining differences underlying the Escrow Representative’s Objection and Parent’s Objection are referred to the Independent Accounting Firm. The Independent Accounting Firm shall resolve the dispute and determine the Closing Date Net Debt and Closing Net Working Capital which has become final Capital, not on the basis of an independent review, but only within the disputed range and based on the standard set forth in this Agreement. Such resolution shall be set forth in a written statement delivered to Parent and the Escrow Representative. The Independent Accounting Firm’s determination shall be conclusive and binding on upon the Parties pursuant to Section 2.6(b), Seller shall, within 5 days Escrow Representative and Parent. The fees and disbursements of the Closing Date Working Capital becoming final Independent Accounting Firm shall be shared equally by Parent and binding, make payment by wire transfer to Buyer, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of paymentEscrow Representative. (d) If Within ten (10) Business Days following determination of the Closing Date Net Debt and the Closing Net Working Capital which has become final (as finally determined pursuant to this Section 2.8) Parent shall make an adjustment to, and binding on publicly disclose in a Form 8-K filed with the Parties SEC its determination of, the maximum number of Earnout Shares issuable pursuant to Section 2.6(b2.9(b), (c), (d) or (e), as follows: (i) for every dollar by which (a) the net debt included in Schedule 2.8(d)(i) exceeds the Closing Net Debt and/or (b) the Closing Net Working Capital exceeds the net working capital included in Schedule 2.8(d)(ii), the Earnout Shares issuable upon the achievement of the First Target, or, if the First Target is greater than not achieved, the Estimated Second Target, under Section 2.9(b), (c), (d) or (e), as the case may be, shall be increased (without duplication) by an amount equal to (x) $1 divided by (y) the Trust Value Per Share, and (ii) for every dollar by which (a) the Closing Net Debt exceeds the net debt included in Schedule 2.8(d)(i) and/or (b) the net working capital included in Schedule 2.8(d)(ii) exceeds the Closing Net Working Capital, Buyer shall, within 5 days the Earnout Shares issuable upon the achievement of the Closing Date Working Capital becoming final and bindingFirst Target, make payment or, if the First Target is not achieved, the Second Target, under Section 2.9(b), (c), (d) or (e), as the case may be, shall be decreased (without duplication) by wire transfer an amount equal to Seller, in immediately available funds in (x) $1 divided by (y) the Trust Value Per Share (the amount of such differencethe increase or decrease pursuant to clause (i) or clause (ii) of this Section 2.8 being referred to as the “Earnout Adjustment”), in either case, together with interest thereon on the Earnout Adjustment at a the rate of 2% per annum from designated by JPMorgan Chase Bank, N.A. as its prime rate in effect on the Closing Date to for the period from and including the Closing Date to, but excluding, the date of paymentsuch issuance of such Earnout Shares. The adjustment to the maximum number of Earnout Shares issuable shall be treated for all Tax purposes as an adjustment to the Merger Consideration. No fraction of a share of Parent Common Stock will be issued by virtue of Section 2.8(d), and each holder of shares of Company Common Stock and Company Preferred Stock who would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock which such holder would otherwise receive) shall, subject to compliance with Section 2.10 hereof, receive from Parent, in lieu of such fractional share, a number of shares that is rounded up to the next whole number.

Post-Closing Adjustment. (ai) Within ninety (90) days As soon as practicable after the Closing Date, but in any event no later than ninety (90) calendar days following the Closing Date, Buyer Parties shall prepare and deliver to the Seller (i) Rep a closing balance sheet showing for the Working Capital Company setting forth the Company's assets and liabilities on a consolidated basis as of 12:01 AM Eastern Time on the Closing Date (the “"Closing Date Balance Sheet”"), and (ii) a certificate setting forth (a) the Closing Date Working Capital (calculated in accordance with the Closing Date Balance Sheet) and (b) the amount by which the Estimated Closing Working Capital exceeds, or is exceeded by, the Closing Date Working Capital. The Closing Date Balance Sheet shall be prepared in good faith and accordance with the Accounting Principles. Buyer Parties shall also prepare a manner consistent with GAAP. The calculation of the Closing Working Capital as of 12:01 AM Eastern Time on the Closing Date Balance Sheet (the "Final Closing Working Capital"), the amount of Indebtedness as of immediately prior to Closing (the "Final Indebtedness Amount") and the amount of Transaction Expenses as of immediately prior to the Closing (the "Final Transaction Expenses Amount"), which in each case shall be prepared in good faith and in accordance with this Agreement by making appropriate adjustments the Accounting Principles, and, with respect to the items specified Final Closing Working Capital, in Schedule 1.1(109), while maintaining consistency with good faith and the principles and methodologies same manner as were used in preparing Schedule 1.1(109). (b) Buyer’s determination of Closing Date the Target Working Capital is determined. If the Seller Rep disputes the Closing Balance Sheet, the Final Closing Working Capital, the Final Transaction Expenses Amount and/or the Final Indebtedness Amount determined by Buyer Parties, then the Seller Rep shall become final and binding on deliver a written statement to Buyer Parties (the Parties "Adjustment Dispute Notice") describing with reasonable detail the basis for any such dispute within thirty (30) calendar days after delivery of receiving the Closing Date Balance Sheet by Buyer unless Seller objects in good faith to Buyer’s preparation of the Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (the “Notice of Disagreement”). Following delivery of the Notice of Disagreement, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Final Closing Working Capital, Closing Date Working Capital Final Transaction Expenses Amount and Final Indebtedness Amount. If the Seller Rep does not deliver the Adjustment Dispute Notice of Disagreement. To to Buyer Parties within such thirty (30) calendar day period, then the extent any portion of the calculation determination of the Closing Date Balance Sheet, Final Closing Working Capital is not objected to in the Notice of DisagreementCapital, such items portion Final Transaction Expenses Amount and Final Indebtedness Amount shall be deemed to have been final and accepted by Seller. the Sellers and the Seller Rep. Buyer Parties and Buyer the Seller Rep shall negotiate cooperate and act in good faith in an effort to resolve any objections noted in the Notice of Disagreement, but if they do such dispute themselves. If such dispute is not reach a final resolution finally resolved within thirty (30) calendar days after the delivery Buyer's receipt of the Notice of DisagreementAdjustment Dispute Notice, the Buyer Parties, on the one hand, or the Seller and Buyer shall each submit such remaining disputes to Rep, on the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to other hand, may promptly thereafter cause the Independent Accountant to resolve all disputes as soon as practicable; providedreview this Agreement and the disputed items or amounts in determining the Closing Balance Sheet, howeverFinal Closing Working Capital, Final Transaction Expenses Amount and/or Final Indebtedness Amount. Within thirty (30) calendar days after submission to the Independent Accountant for resolution, Buyer Parties and the Seller Rep shall each indicate in writing their position on each disputed matter and each such party's determination of the amount thereof. The Independent Accountant shall make a written determination on each disputed matter no later than thirty (30) calendar days after submission to the Independent Accountant for resolution and such determination will be conclusive and binding upon the parties to this Agreement with respect to that disputed matter, subject to the indemnification rights of contained herein. In conducting its review, the Independent Accountant shall be instructed consider only items in dispute, and shall base its determination solely on the written submissions of Buyer Parties and the Seller Rep (i.e., no independent investigation) to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant and the definitions and methodologies prescribed herein. The decision of the Independent Accountant for each item and amount in dispute must be within the range of values assigned to each such item as provided in the written submission to the Independent Accountant by each such party. The proposed Closing Balance Sheet and the Final Closing Working Capital, Final Transaction Expenses Amount and/or Final Indebtedness Amount shall be final, binding on, conclusive and non-appealable by revised as appropriate to reflect the Partiesresolution of any such claims pursuant to this Section 2.04. The costs fees and expenses of the Independent Accountant shall be allocated between Buyer paid by Seller Parties, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller in proportion or Buyer, respectively, bears to the relative difference between aggregate amount actually contested by Seller and Buyer Parties. (aii) Buyer Parties shall provide the Seller Rep with reasonable access (including electronic access to the extent available) to the books and records of the Company and any other materials used in the preparation of the Closing Balance Sheet and the calculation of the Final Closing Working Capital, Final Transaction Expenses Amount and/or Final Indebtedness Amount, and shall make the Company's staff and advisors available to the Seller Rep and its accountants, other representatives, and, if necessary, the Independent Accountant, at any reasonable time in connection with (A) the review and determination of the Closing Date Balance Sheet, Final Closing Working Capital calculated by SellerCapital, as adjusted for Final Transaction Expenses Amount and Final Indebtedness Amount; and (B) the resolution of any disputes between by Buyer Parties and the Parties prior to the engagement of Seller Rep and/or the Independent Accountant of any objections thereto. (iii) The Aggregate Purchase Price will be adjusted if and (b) to the extent that the Final Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item under this Section 1.4 is less than or greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Party. (c) If the Estimated Closing Working Capital. If the Final Closing Working Capital is greater less than the Estimated Closing Date Working Capital, then the Aggregate Purchase Price will be decreased on a dollar-for-dollar basis by the entire amount of the difference (the "Final Negative Working Capital which has become final and binding on Adjustment"). If the Parties pursuant to Section 2.6(b), Seller shall, within 5 days of the Final Closing Date Working Capital becoming final and binding, make payment by wire transfer to Buyer, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment. (d) If the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b) is greater than the Estimated Closing Working Capital, Buyer shallthen the Aggregate Purchase Price will be increased on a dollar-for-dollar basis by the entire amount of the excess (the "Final Positive Working Capital Adjustment"). Additionally, within 5 days the Aggregate Purchase Price shall be adjusted (A) upward on a dollar-for-dollar basis by the entire amount by which the Final Indebtedness Amount is less than the Estimated Indebtedness Amount, (B) downward on a dollar-for-dollar basis by the entire amount by which the Final Indebtedness Amount is greater than the Estimated Indebtedness Amount, (C) downward on a dollar-for-dollar basis by the entire amount by which the Final Transaction Expenses Amount is greater than the Estimated Transaction Expenses Amount, and (D) upward on a dollar-for-dollar basis by the entire amount by which the Final Transaction Expenses Amount is less than the Estimated Transaction Expenses Amount. The adjustment for Indebtedness as of the Closing, upwards or downwards, as the case may be, is referred to herein as the "Final Indebtedness Adjustment". The adjustment for Transaction Expenses as of the Closing Date is referred to herein as the "Final Transaction Expenses Adjustment". (iv) The Final Negative Working Capital becoming Adjustment or Final Positive Working Capital Adjustment, as applicable, shall be netted with the Final Indebtedness Adjustment amount and the Final Transaction Expenses Adjustment amount and in the event such netting results in a reduction to the Aggregate Purchase Price (such amount, the "Final Deficiency"), then Sellers shall be responsible for and, jointly and severally, pay the amount of the Final Deficiency to Buyer no later than ten (10) Business Days after the final determination of the Final Deficiency. (v) In the event the netting of the Final Negative Working Capital Adjustment or Final Positive Working Capital Adjustment, as applicable, with the Final Indebtedness Adjustment amount and bindingFinal Transaction Expenses Adjustment amount results in an increase to the Aggregate Purchase Price (such amount, make payment the "Final Excess"), then Buyer shall no later than ten (10) Business Days after the final determination of the Final Excess, deliver, or cause to be delivered, the Final Excess to the Seller Rep by wire transfer to Seller, in of immediately available funds in to account(s) designated by the amount Seller Rep for the benefit of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date and further distribution to the date of paymentSellers in accordance with their respective Pro Rata Percentages.

Post-Closing Adjustment. (a) Within ninety (90) 60 days after the Closing Date, Buyer the Purchaser shall prepare and deliver to Seller the Sellers a statement (ithe “Closing Working Capital Statement”) a setting forth its calculation of the Closing Working Capital and Company Cash which statement shall contain an audited balance sheet showing of the Working Capital Company as of the Closing Date (without giving effect to the “transactions contemplated herein) which audit shall be in accordance with GAAP, a calculation of Closing Date Balance Sheet”)Working Capital and Company Cash, a reconciliation of the audited balance sheet to a balance sheet prepared using the Accounting Principles used prior to the Closing and (ii) a certificate setting forth (a) of the Chief Financial Officer of the Purchaser that the Closing Date Working Capital (calculated Statement and the reconciled balance sheet were prepared in accordance with the Closing Date Balance Sheet) Accounting Principles applied using the same accounting methods, practices, principles, policies and (b) procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the amount by which preparation of the Estimated Audited Financial Statements for the most recent fiscal year end as if such Closing Working Capital exceedsStatement was being prepared and audited as of a fiscal year end. For the purposes of the Closing Working Capital Statement, or is exceeded by, payroll costs and invoices for expenses covering a period of time both prior to and after the Closing Date Working Capitalshould be allocated based on a time basis during the month, such that payroll costs and expenses relating to the period prior to Closing are borne by the Sellers and payroll costs and expenses relating to the period post Closing are borne by the Purchaser. The Closing Date Balance Sheet post-closing adjustment shall be prepared in an amount equal to the Closing Working Capital minus the Target Closing Working Capital plus the Excess Cash, if any (the “Post-Closing Adjustment”). If the Post-Closing Adjustment is a manner consistent with GAAPpositive number (an “Excess”), the Purchaser shall pay to the Sellers an amount equal to the Post-Closing Adjustment and if the Post-Closing Adjustment is a negative number (a “Shortfall”), the Sellers shall pay to the Purchaser an amount equal to the Post-Closing Adjustment. The Any payment of a Post-Closing Date Balance Sheet shall be prepared Adjustment (as finally determined in accordance with this Agreement by making appropriate adjustments to the items specified Section 2.3(b)) shall be paid in Schedule 1.1(109), while maintaining consistency accordance with the principles and methodologies as were used in preparing Schedule 1.1(109Section 2.3(c). (b) Buyer’s determination of Closing Date Working Capital shall become final and binding on the Parties thirty (30) days after delivery of the Closing Date Balance Sheet by Buyer unless Seller objects in good faith to Buyer’s preparation of the Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (the “Notice of Disagreement”). Following delivery of the Notice of Disagreement, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion shall be deemed to have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Seller and Buyer shall each submit such remaining disputes to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Party. (c) If the Estimated Closing Working Capital is greater than the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b), Seller shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Buyer, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment. (d) If the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b) is greater than the Estimated Closing Working Capital, Buyer shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Seller, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment.

Post-Closing Adjustment. (ai) Within ninety (90) 45 days after the Closing Date, Buyer Beneficiary shall prepare and deliver to Seller (i) the Agent a statement setting forth its good faith calculation of Closing Working Capital, which statement shall contain an unaudited balance sheet showing of the Working Capital Companies as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Closing Working Capital (the “Closing Date Balance SheetWorking Capital Statement”), Beneficiary’s good faith calculation of the Final Working Capital Adjustment (as defined below), and (ii) a certificate setting forth (a) of the Closing Date Working Capital (calculated in accordance with Chief Financial Officer of Beneficiary that the Closing Date Balance Sheet) and (b) the amount by which the Estimated Closing Working Capital exceeds, or is exceeded by, the Closing Date Working Capital. The Closing Date Balance Sheet shall be prepared in a manner consistent with GAAP. The Closing Date Balance Sheet shall be Statement was prepared in accordance with this Agreement by making appropriate adjustments to French GAAP applied using the items specified in Schedule 1.1(109)same accounting methods, while maintaining consistency practices, principles, policies and procedures, with the principles consistent classifications, judgments and valuation and estimation methodologies as that were used in preparing Schedule 1.1(109). (b) Buyer’s determination of Closing Date Working Capital shall become final and binding on the Parties thirty (30) days after delivery of the Closing Date Balance Sheet by Buyer unless Seller objects in good faith to Buyer’s preparation of the Closing Date Balance Sheet and calculation of Target Working Capital Amount, as shown on Exhibit D attached hereto. The “Final Working Capital Adjustment” shall be an amount equal to the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (the “Notice of Disagreement”). Following delivery of the Notice of Disagreement, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion shall be deemed to have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Seller and Buyer shall each submit such remaining disputes to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall this Section 2.05(b) compared to the Independent Accountant allow Target Working Capital range as follows. If the Parties to conduct any discovery. In resolving any disagreementClosing Working Capital exceeds €1,300,000, the Independent Accountant may not assign any value Final Working Capital Adjustment will be a positive number equal to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Party. (c) Closing Working Capital minus €1,300,000. If the Estimated Closing Working Capital is greater lower than €1,100,000, the Final Working Capital Adjustment will be a negative number equal to the Closing Date Working Capital which has become final minus €1,100,000. If the Closing Working Capital is an amount between €1,100,000 and binding on €1,300,000, the Parties pursuant Final Working Capital Adjustment will be equal to Section 2.6(b€0. (ii) The post-closing adjustment shall be an amount equal to the Final Working Capital Adjustment minus the Closing Adjustment (the “Post-Closing Adjustment”). If the Post-Closing Adjustment is a positive number, Seller shallBeneficiary shall issue to the Contributors, within 5 days pro rata in accordance with their former holdings of Shares immediately prior to the Closing, additional newly-issued shares of Beneficiary’s unregistered common stock (valued as of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Buyer, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date Date) equal to the date of payment. (d) Post-Closing Adjustment. If the Post-Closing Date Working Capital which has become final and binding on the Parties pursuant Adjustment is a negative number, each Contributor shall deliver to Section 2.6(b) is greater than the Estimated Closing Working Capital, Buyer shall, within 5 days Beneficiary for cancellation a number of Beneficiary Shares (valued as of the Closing Date Working Capital becoming final Date) equal to the Post-Closing Adjustment multiplied by the percentage of the Shares held by such Contributor as of the Closing, and binding, make payment by wire transfer Beneficiary and the Majority of the Warrantors shall instruct the Escrow Agent to Seller, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum release from the escrow and deliver to Warrantors, pro rata in accordance with their respective interests, a number of Escrow Shares such that, after such release, the value of the remaining Escrow Shares (valuing the Escrow Shares as of the Closing Date to Date) equals fifteen percent (15%) of the date of paymentadjusted Initial Contribution Amount.

Post-Closing Adjustment. (ai) Within ninety (90) sixty days after the Closing Date, Buyer the Seller shall prepare and deliver to Seller (i) the Buyer a statement setting forth its calculation of Closing Working Capital, which statement shall contain a balance sheet showing of the Working Capital Business as of the Closing Date (without giving effect to the transactions contemplated herein except that the $56,000 of inventory discussed in Section 2(g) below shall be reduced from Closing Working Capital) (the “Closing Date Balance Sheet”), and (ii) a certificate setting forth (a) the calculation of Closing Date Working Capital (calculated the “Closing Working Capital Statement”) and a certificate of the Seller that the Closing Balance Sheet and Closing Working Capital Statement were prepared in accordance with the same accounting methods, practices, principles, policies and procedures used by the Seller, including consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Most Recent Financial Statements for the most recent fiscal year end as if such Closing Date Balance Sheet) Sheet and (b) the amount by which the Estimated Closing Working Capital exceeds, or is exceeded byStatement were being prepared as of a fiscal year end. Upon receipt, the Buyer shall have twenty days to review the Closing Date Working Capital. The Closing Date Balance Sheet and Closing Working Capital Statement and either approve or dispute the Seller’s calculations. In the event the Buyer approves the calculations, the Buyer shall be prepared in a manner consistent with GAAPdetermine the Post-Closing Adjustment and deliver to the Seller. The In the event the Buyer disputes the calculations, the Buyer and the Seller shall have up to ten Business Days from the date Buyer notifies Seller of the dispute to cooperate to mutually determine an acceptable Closing Date Balance Sheet and Closing Working Capital Statement calculation. Upon such determination, the Buyer shall be prepared in accordance with this Agreement by making appropriate adjustments determine the Post-Closing Adjustment and deliver to the items specified in Schedule 1.1(109), while maintaining consistency with the principles and methodologies as were used in preparing Schedule 1.1(109)Seller. (bii) Buyer’s determination of If the Post-Closing Date Working Capital Adjustment is a positive number, the Buyer shall become final and binding on pay to the Parties thirty Seller an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, the Seller shall pay to Buyer an amount equal to the Post-Closing Adjustment. (30iii) days after delivery Any payment of the Post-Closing Date Balance Sheet by Buyer unless Seller objects in good faith to Buyer’s preparation of the Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writingAdjustment, stating in reasonable detail their objection thereto (the “Notice of Disagreement”). Following delivery of the Notice of Disagreementtogether with interest calculated as set forth below, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion shall be deemed to have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice due within ten Business Days of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Seller Post-Closing Adjustment and Buyer shall each submit such remaining disputes to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Party. (c) If the Estimated Closing Working Capital is greater than the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b), Seller shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment paid by wire transfer to Buyer, in of immediately available funds in the to such account as is directed by Bxxxx. The amount of such difference, together with any Post-Closing Adjustment shall bear interest thereon at a rate of 2% per annum from and including the Closing Date to but excluding the date of payment. (d) If the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b) is greater than the Estimated Closing Working Capital, Buyer shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Seller, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum equal to 8%. Such interest shall be calculated daily on the basis of a 365-day year and the actual number of days elapsed. In the event the Seller does not make a required Post-Closing Adjustment payment, such amount (including any accrued but unpaid interest) shall be reduced from the Closing Date to the date of paymentEscrow Amount.

Post-Closing Adjustment. (a) Within ninety (90) Promptly after the Closing ----------------------- Date, Seller will prepare and, within 30 days after of the Closing Date, Buyer shall deliver to Seller (i) Buyer a calculation of the Cash Portion of the Purchase Price based on a balance sheet showing of the Working Capital relevant items as of the Closing Date (the “Closing Date "Final Balance Sheet”"), and (ii) a certificate setting forth (a) the Closing Date Working Capital (calculated in accordance together with the Closing Date Balance Sheet) and (b) the amount by which the Estimated Closing Working Capital exceeds, or is exceeded by, the Closing Date Working CapitalSupporting Schedules thereto. The Closing Date Balance Sheet shall be prepared in a manner consistent with GAAP. The Closing Date Final Balance Sheet shall be prepared in accordance with generally accepted accounting principles consistently applied and as though the parties had not consummated the transactions contemplated by this Agreement by making appropriate adjustments Agreement. Following the Closing, either (i) Seller shall pay Buyer an amount equal to the items specified in Schedule 1.1(109)decrease, while maintaining consistency if any, between the Cash Portion of the Purchase Price as reflected on the Final Balance Sheet or the Adjusted Final Balance Sheet, as the case may be, as compared with the principles and methodologies Cash Portion of the Purchase Price as were used in preparing Schedule 1.1(109). (b) Buyer’s determination of Closing Date Working Capital shall become final and binding reflected on the Parties thirty Closing Balance Sheet or (30ii) days after delivery Buyer shall pay Seller an amount equal to the increase, if any, between the Cash Portion of the Closing Date Purchase Price as reflected on the Final Balance Sheet by Buyer unless Seller objects or the Adjusted Final Balance Sheet, as the case may be (the payment referred to in good faith clause (i) or (ii) above shall be referred to Buyer’s preparation as the "Post-Closing Adjustment") as compared with the Cash Portion of the Closing Date Balance Sheet and calculation of Purchase Price as reflected on the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (the “Notice of Disagreement”)Balance Sheet. Following delivery of the Notice of Disagreement, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion Such payments shall be deemed to have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Seller and Buyer shall each submit such remaining disputes to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Party. (c) If the Estimated Closing Working Capital is greater than the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b), Seller shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment made by wire transfer to Buyer, in immediately available funds in or certified or bank cashier's check within ten (10) business days of adoption of the amount of such difference, together with interest thereon at a rate of 2% per annum Final Balance Sheet or the notice from the Accounting Firm of the Adjusted Final Balance Sheet, as the case may be. No payment shall be made by either party if the Cash Portion of the Purchase Price as reflected on the Closing Date Balance Sheet is equal to the date Cash Portion of payment. (d) If the Closing Date Working Capital which has become final and binding Purchase Price as reflected on the Parties pursuant to Section 2.6(b) is greater than Final Balance Sheet or the Estimated Closing Working CapitalAdjusted Final Balance Sheet, Buyer shall, within 5 days of as the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Seller, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of paymentcase may be.

Post-Closing Adjustment. (a) Within ninety (90) days after the Closing Date, Buyer shall deliver to Seller (i) a balance sheet showing Once all disputes relating to the Working Capital as are resolved in accordance with Section 2.04(c) such that there is a final amount of the Closing Date Working Capital (the “Closing Date Balance SheetFinal Working Capital Amount”), the final adjustment to the Purchase Price in respect of Working Capital will be calculated as follows: (A) If the Estimated Working Capital is above the Working Capital Top Collar and: (1) The Final Working Capital is more than the Estimated Working Capital, then there shall be a “Working Capital Overage” equal to the Final Working Capital minus the Estimated Working Capital; (2) The Final Working Capital is less than the Estimated Working Capital, but above the Working Capital Top Collar, then there shall be a “Working Capital Shortage” equal to the Estimated Working Capital minus Final Working Capital; (3) The Final Working Capital is between the Working Capital Bottom Collar and Working Capital Top Collar, then there shall be a “Working Capital Shortage” equal to the Estimated Working Capital minus the Working Capital Top Collar; or (4) The Final Working Capital is less than the Working Capital Bottom Collar, then there shall be a “Working Capital Shortage” equal to the Estimated Working Capital minus the Working Capital Top Collar plus the Working Capital Bottom Collar minus the Final Working Capital. (B) If the Estimated Working Capital is between the Working Capital Bottom Collar and the Working Capital Top Collar and: (1) The Final Working Capital is more than the Working Capital Top Collar, then then there shall be a “Working Capital Overage” equal to equal to the Final Working Capital minus the Working Capital Top Collar; (2) The Final Working Capital is between the Working Capital Top Collar and Working Capital Bottom Collar, then there shall be neither a “Working Capital Shortage” nor a “Working Capital Overage”; or (3) The Final Working Capital is less than the Working Capital Bottom Collar, then then there shall be a “Working Capital Shortage” equal to the Working Capital Bottom Collar minus the Final Working Capital. (C) If the Estimated Working Capital is below the Working Capital Bottom Collar and: (1) The Final Working Capital is more than the Estimated Working Capital, but below the Working Capital Bottom Collar, then there shall be a “Working Capital Overage” equal to the Final Working Capital minus the Estimated Working Capital; (2) The Final Working Capital is more than the Estimated Working Capital but between the Working Capital Bottom Collar and the Working Capital Top Collar, then there shall be a “Working Capital Overage” equal to the Working Capital Bottom Collar minus the Estimated Working Capital; (3) The Final Working Capital is more than the Estimated Working Capital and more than the Working Capital Top Collar, then there shall be a “Working Capital Overage” equal to the Working Capital Bottom Collar minus the Estimated Working Capital plus the Final Working Capital minus the Working Capital Top Collar; or (4) The Final Working Capital is less than the Estimated Working Capital, then then there shall be a “Working Capital Shortage” equal to the Estimated Working Capital minus the Final Working Capital. (ii) In the event of a certificate setting forth (a) the Closing Date Working Capital (calculated Shortage, Agent and Parent shall, as soon as reasonably practicable and no later than five Business Days after the determination of the Final Working Capital, instruct the Escrow Agent in writing to pay as directed by Parent from the Working Capital Escrow Amount, in accordance with the Closing Date Balance Sheet) and (b) Escrow Agreement, the amount by which the Estimated Closing of such Working Capital exceeds, or is exceeded by, Shortage and shall disburse the Closing Date Working Capital. The Closing Date Balance Sheet shall be prepared in a manner consistent with GAAP. The Closing Date Balance Sheet shall be prepared in accordance with this Agreement by making appropriate adjustments to remainder of the items specified in Schedule 1.1(109), while maintaining consistency with the principles and methodologies as were used in preparing Schedule 1.1(109). (b) Buyer’s determination of Closing Date Working Capital shall become final and binding on Escrow Amount as directed by Agent. In the Parties thirty (30) days after delivery of event that the Closing Date Balance Sheet by Buyer unless Seller objects in good faith to Buyer’s preparation of the Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (the “Notice of Disagreement”). Following delivery of the Notice of Disagreement, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion shall be deemed to have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Seller and Buyer shall each submit such remaining disputes to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Party. (c) If the Estimated Closing Working Capital Shortage is greater than the Closing Date Working Capital which has become final Escrow Amount distributed by the Escrow Agent, Agent and binding on Parent shall instruct the Parties pursuant Escrow Agent in writing to Section 2.6(b)pay, Seller as directed by Parent, any remaining Working Capital Shortage from the General Escrow Amount in accordance with the Escrow Agreement. (iii) In the event of a Working Capital Overage, Agent and Parent shall, within 5 days as soon as reasonably practicable and no later than five Business Days after the determination of the Closing Date Final Working Capital, instruct the Escrow Agent in writing to pay as directed by Agent the Working Capital becoming final Escrow Amount in accordance with the Escrow Agreement, and binding, make payment Purchaser shall pay the Working Capital Overage in the manner directed by Agent by wire transfer to Buyer, in of immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date U.S. dollars to the date of paymentaccount or accounts for each Seller designated in writing by Agent. (div) If the Closing Date Final Working Capital which has become final and binding Amount is such that neither a Working Capital Shortage nor a Working Capital Overage exists, then, there shall be no adjustment to the Purchase Price based on the Parties pursuant to Section 2.6(b) is greater Final Working Capital Amount and Agent and Parent shall, as soon as reasonably practicable and no later than five Business Days after the Estimated Closing determination of the Final Working Capital, Buyer shall, within 5 days of instruct the Closing Date Escrow Agent in writing to pay as directed by Agent the Working Capital becoming final and binding, make payment by wire transfer to Seller, Escrow Amount in immediately available funds in accordance with the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of paymentEscrow Agreement.

Post-Closing Adjustment. (ai) Within ninety (90) 60 days after following the Closing Date, the Buyer shall prepare and deliver to Seller (i) the Sellers a statement setting forth its calculation of Effective Date Working Capital, which statement shall contain an audited balance sheet showing of the Working Capital Company as of the Closing Effective Date (without giving effect to the “Closing Date Balance Sheet”), transactions contemplated herein) and (ii) a certificate setting forth (a) the Closing calculation of Effective Date Working Capital (calculated in accordance with the Closing Date Balance Sheet) and (b) the amount by which the Estimated Closing Working Capital exceeds, or is exceeded by, the Closing Date Working Capital. The Closing Date Balance Sheet shall be prepared in a manner consistent with GAAP. The Closing Date Balance Sheet shall be prepared in accordance with this Agreement by making appropriate adjustments to the items specified in Schedule 1.1(109), while maintaining consistency with the principles and methodologies as were used in preparing Schedule 1.1(109). (b) Buyer’s determination of Closing “Effective Date Working Capital Statement”). The audited balance sheet shall become final and binding on be audited by Marcum LLP, an independent registered public accounting firm to be compensated by the Parties thirty Buyer. DM3\9828211.5 (30ii) Upon the written request of the Sellers, the Buyer shall, within ten (10) days after delivery of the Closing Date Balance Sheet by Buyer unless Seller objects in good faith to Buyer’s preparation of the Closing Date Balance Sheet and calculation of the Closing Effective Date Working Capital in writingStatement, stating make its representatives available to the Sellers and their advisers and representatives during ordinary business hours at the Buyer’s offices to answer questions related to the Effective Date Working Capital Statement. (iii) Unless the Sellers dispute the Effective Date Working Capital Statement by delivering written notice to the Buyer (the “Effective Date Working Capital Statement Dispute Notice”) within twenty (20) days of receiving the Effective Date Working Capital Statement, setting forth in reasonable detail their objection thereto (the “Notice of Disagreement”). Following delivery basis of the Notice of Disagreementdisputes, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion Sellers shall be deemed to have been accepted by Seller. Seller the Effective Date Working Capital Statement as final and binding. (iv) In the event that the Sellers timely provide the Buyer with a written Effective Date Working Capital Statement Dispute Notice, then the Sellers and the Buyer shall negotiate confer in good faith for a period of up to thirty (30) days following the delivery of any Effective Date Working Capital Statement Dispute Notice in an attempt to resolve any objections noted the subject matter of the Effective Date Working Capital Statement Dispute Notice. Any Effective Date Working Capital Statement Dispute Notice shall specify the items in the Notice of DisagreementEffective Date Working Capital Statement disputed by the Sellers and shall describe in reasonable detail the basis for such objection, but if they do not reach as well as the amount in dispute. If a final resolution of such dispute is reached, the agreed-upon amount shall be deemed final and binding. (v) If, after such thirty (30) day period, the Sellers and Buyer cannot resolve such dispute, then within five (5) days after the expiration of thirty (30) day such period, the Buyer shall direct Xxxxxx LLP to select the Independent Accountant. The Independent Accountant shall as promptly as practicable (and in any event within thirty (30) days after the delivery of the Notice of Disagreement, Seller and Buyer shall each submit such remaining disputes its engagement) make a final determination as to the Independent Accounting Firm in a revised Notice of Disagreement Effective Date Working Capital Statement and the corresponding amount that is due and payable, which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes decision by the Independent Accountant shall be finalfinal and binding on the Buyer and Sellers. The Buyer and the Sellers shall cooperate with the Independent Accountant during its resolution of the disagreement and provide the Independent Accountant with all information and documentation that the Independent Accountant reasonably requests. If the Sellers do not cooperate with the Independent Accountant (in the reasonable opinion of the Independent Accountant) in resolving the dispute or fail to comply with any dispute resolution procedures set forth herein, then all items described in the Effective Date Working Capital Statement shall be deemed agreed, final and binding onon the Buyer and Sellers. If the Buyer does not cooperate with the Independent Accountant (in the reasonable opinion of the Independent Accountant) in resolving the dispute or fails to comply with any dispute resolution procedures set forth herein, conclusive then all items described in the Effective Date Working Capital Statement Dispute Notice shall be deemed agreed, final and non-appealable binding on the Buyer and Sellers. The Independent Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by the PartiesBuyer and the Sellers, and not by independent review. The costs resolution of the dispute and the calculation of Effective Date Working Capital Statement shall be final and binding on the parties hereto and any amounts determined to be final and binding in accordance with provisions of this Section 2.04(b)(v) shall be final and binding for any and all subsequent determinations of Effective Date Working Capital Statement hereunder. The fees and expenses of the Independent Accountant shall be allocated between borne by the Sellers and the Buyer and Seller in proportion to the relative difference between (a) amounts by which their respective calculations of Effective Date Working DM3\9828211.5 ​ Capital Statement differ from the Closing Effective Date Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital Statement as finally determined by the Independent Accountant. . (vi) The Independent Accountant will only consider those items and amounts post-closing adjustment shall be an amount equal to the Effective Date Working Capital as set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Party. (c) If the Estimated Closing Working Capital is greater than the Closing Effective Date Working Capital which has become final and binding on Statement minus the Parties pursuant to Section 2.6(b), Seller shall, within 5 days of the Closing Date Target Working Capital becoming final and binding(the “Post-Closing Adjustment”) as finally determined in accordance with this Section 2.04. If the Post-Closing Adjustment is a positive number, make payment by wire transfer to Buyer, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date Buyer shall pay to the date of payment. (d) Sellers an amount equal to the Post-Closing Adjustment. If the Post-Closing Date Working Capital which has become final and binding on Adjustment is a negative number, the Parties pursuant Sellers shall pay to Section 2.6(b) is greater than the Estimated Closing Working Capital, Buyer shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Seller, in immediately available funds in the an amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date equal to the date of paymentPost Closing Adjustment.

Post-Closing Adjustment. (ai) Within ninety thirty (9030) days after the Closing Date, Buyer shall prepare and deliver to the Seller (i) Representative a statement setting forth its calculation of Closing Working Capital, which statement shall contain an unaudited balance sheet showing of the Working Capital Company as of the Closing Date (without giving effect to the transactions contemplated herein and excluding any audit adjustments), a calculation of Closing Working Capital (the “Closing Date Balance SheetWorking Capital Statement”), ) and a certificate of the Chief Financial Officer of Buyer that the Closing Working Capital Statement was prepared using the same Accounting Methods that were used in the preparation of the Financial Statements for the most recent fiscal year end as if such Closing Working Capital Statement was being prepared and audited as of a fiscal year end. (ii) a certificate setting forth (a) The post-closing adjustment shall be an amount equal to the Closing Date Working Capital (calculated in accordance with the Closing Date Balance Sheet) and (b) the amount by which minus the Estimated Closing Working Capital exceeds(the “Post-Closing Adjustment”). If the Post-Closing Adjustment is a positive number, or Buyer shall pay to Sellers an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is exceeded bya negative number, Sellers shall pay to Buyer an amount equal to the Post-Closing Date Working Capital. The Closing Date Balance Sheet Adjustment (provided that any Seller who received Common Stock shall be prepared in a manner consistent with GAAP. The Closing Date Balance Sheet shall be prepared have its shares of such Common Stock ratably reduced in accordance with this Agreement by making appropriate adjustments to the items specified in Schedule 1.1(109), while maintaining consistency with the principles and methodologies as were used in preparing Schedule 1.1(109). (b) Buyersuch Seller’s determination of Closing Date Working Capital shall become final and binding on the Parties thirty (30) days after delivery Pro Rata Share of the Post-Closing Date Balance Sheet by Buyer unless Seller objects in good faith Adjustment). Such Post-Closing Adjustment shall be applied between Sher and Xxxxxxx with 79.1625% to Buyer’s preparation Sher and 20.8375% to Xxxxxxx of such Post-Closing Adjustment. In furtherance of the foregoing sentence, any Post-Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (the “Notice of Disagreement”). Following delivery of the Notice of Disagreement, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion Adjustment shall be deemed to have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Seller and Buyer shall each submit such remaining disputes to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated by Sellerincrease or decrease, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent reviewapplicable, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Party. (c) If the Estimated Closing Working Capital is greater than the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b), Seller shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Buyer, in immediately available funds in the amount of such differencecash, together with interest thereon at a rate in the case of 2% per annum from Sher, or Common Stock, in the Closing Date case of Xxxxxxx. In addition to the date of payment. (d) If Post-Closing Adjustment made with respect to Sher and Xxxxxxx as set forth above, if a Post-Closing Adjustment adjusts the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b) is greater than the Estimated Closing Working CapitalPurchase Price, Buyer shall, within 5 days in the case of a positive Post-Closing Adjustment, and may, in the case of a negative Post-Closing Adjustment, adjust the the number of shares of Common Stock issued to Valentin hereunder in an amount (based upon the agreed value of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Seller, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from shares on the Closing Date Date) equal to the date adjustment made with respect to the number of paymentshares of Common Stock issued to Xxxxxxx hereunder. Any adjustment to the number of shares of Common Stock issued to Valentin shall be in addition to the Post-Closing Adjustment provided to Sher and Xxxxxxx and shall not reduce any adjustment applicable to Sher and Xxxxxxx.

Post-Closing Adjustment. (a) Within ninety As promptly as practicable, but not more than seventy five (9075) days after the Closing Date (the date on which the Closing Date Balance Sheet is delivered, the “Closing Financial Statements Delivery Date”), Buyer the Purchaser shall cause the Company to prepare and deliver to Seller (i) the Selling Shareholders a balance sheet showing of the Company (the “Closing Date Balance Sheet”) as of the Closing Date and a calculation of Closing Date Net Working Capital and the Closing Date Fixed Assets and the resulting adjustments to the Purchase Price specified in this Section 2.3(a) and proration of any rents, prepaid items (including client fees) and other applicable items as of the Closing Date (the “Post-Closing Adjustment”). The Closing Date Balance Sheet”), Sheet and (ii) such calculations shall be accompanied by a certificate setting forth of the Purchaser’s Chief Financial Officer to the effect that (ax) the Closing Date Balance Sheet presents fairly, in all material respects in accordance with GAAP, the financial condition of the Company as of the Closing Date and (y) the Closing Date Fixed Assets and Closing Date Net Working Capital (were calculated in accordance with GAAP and the provisions of this Agreement. The Selling Shareholders and their Representatives shall be entitled to reasonable access during normal business hours to the relevant records, personnel and working papers, and shall be entitled to copies of such records and working papers, of the Company to aid in the review of the Closing Date Balance Sheet) Sheet and (b) the amount by which the Estimated Closing Working Capital exceeds, or is exceeded by, calculations of the Closing Date Fixed Assets and Closing Date Net Working Capital. The Closing Date Balance Sheet shall be prepared in a manner consistent with GAAP. The Closing Date Balance Sheet shall be prepared in accordance with this Agreement by making appropriate adjustments to the items specified in Schedule 1.1(109), while maintaining consistency with the principles and methodologies as were used in preparing Schedule 1.1(109). (b) Buyer’s determination of Closing Date Working Capital shall become final and binding on the Parties thirty (30) days after delivery of the Closing Date Balance Sheet by Buyer unless Seller objects in good faith to Buyer’s preparation of the Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (the “Notice of Disagreement”). Following delivery of the Notice of Disagreement, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Fixed Assets and Closing Date Net Working Capital is not objected to in the Notice of Disagreement, such items portion shall be deemed to have been be accepted by Seller. Seller the Selling Shareholders and Buyer shall negotiate be conclusive for the purposes of the adjustment described in good faith to resolve any objections noted Section 2.3(b) except in the Notice of Disagreementevent that the Selling Shareholders shall have delivered, but if they do not reach a final resolution within thirty (30) days after the delivery Closing Financial Statements Delivery Date (the “Objection Period”), a written notice to the Purchaser setting forth objections thereto. If a change proposed by the Selling Shareholders is disputed by Purchaser then the Selling Shareholders and Purchaser shall negotiate in good faith to resolve such dispute. If, after a period of thirty (30) days following the date on which the Selling Shareholders deliver to Purchaser notice of proposed changes (the “Discussion Period”), any such proposed change still remains disputed, then Purchaser and the Selling Shareholders hereby agree that both parties will make presentations to a mutually agreed upon independent accounting firm (the “Accounting Arbitrator”), which shall resolve any remaining disputes. The Accounting Arbitrator shall act as an arbitrator to make a determination with respect to the issues that are disputed by the parties, based on the presentations by both the Selling Shareholders and the Purchaser, and by independent review by the Accounting Arbitrator if deemed necessary in the sole discretion of the Notice of DisagreementAccounting Arbitrator, Seller and Buyer shall each submit such remaining disputes to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant determination shall be instructed limited to resolve all such disputes only those issues that remain in dispute. The decision of the Accounting Arbitrator shall be made within thirty (30) days after the following submission of the disputes dispute to such Independent Accountantthe Accounting Arbitrator and shall be final and binding. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs fees and expenses of the Independent Accountant Accounting Arbitrator, if any, shall be allocated split between Buyer the Purchaser and Seller in proportion the Selling Shareholders. The date (the “Determination Date”) on which Closing Date Net Working Capital is finally determined pursuant to this Section 2.3(a) shall be deemed to be the relative difference between earliest of the following dates: (ai) the date of expiration of the Objection Period if the Selling Shareholders have not delivered written notice of objection thereto prior to such date; (ii) the date of expiration of the Discussion Period if Purchaser and the Selling Shareholders have resolved all disputed amounts prior to such date; or (iii) the date on which the Accounting Arbitrator determines the disputed amounts. (b) In the event that the Target Net Working Capital exceeds the Closing Date Net Working Capital calculated by Seller(such excess being the “Net Negative Working Capital Payment”), as adjusted for then the resolution of any disputes between the Parties prior Selling Shareholders shall pay to Purchaser an amount equal to the engagement of the Independent Accountant and (b) the Closing Date Net Negative Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any PartyPayment. (c) If In the Estimated Closing Working Capital is greater than event that the Closing Date Net Working Capital which has become final and binding on exceeds the Parties pursuant to Section 2.6(bTarget Net Working Capital (such excess being the “Net Positive Working Capital Payment”), Seller shallthen Purchaser shall pay to the Shareholder’s Representative an amount equal to the Net Positive Working Capital Payment, within 5 days and the Shareholder’s Representative shall pay each of the Closing Date Selling Shareholders his or her share of the Net Positive Working Capital becoming final and bindingPayment, make payment by wire transfer to Buyer, on a pro rata basis (in immediately available funds accordance with the ratios described in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of paymentSection 2.2(a)). (d) If Any payments required to be made by the Closing Date Working Capital which has become final and binding on the Parties Selling Shareholders or Purchaser pursuant to this Section 2.6(b2.3 shall be made within seven (7) is greater than Business Days following the Estimated Closing Working Capital, Buyer shall, within 5 days of the Closing Determination Date Working Capital becoming final and binding, make payment by wire transfer to Seller, in of immediately available funds in to an account designated by the amount recipient of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment.

Post-Closing Adjustment. (ai) Within ninety sixty (9060) days after the Closing Date, Buyer shall prepare and deliver to Seller (i) a balance sheet showing the Working Capital as of the Closing Date statement (the “Closing Date Working Capital Statement”), which includes the final balance sheet of Seller as of immediately prior to the Closing (the “Closing Balance Sheet”), and (ii) together with a certificate statement setting forth (a) the Buyer’s calculation of Closing Date Working Capital. The Closing Working Capital (calculated Statement shall be determined in accordance with the Closing Date Balance SheetWorking Capital Methodology. (ii) The Preliminary Purchase Price shall be adjusted consistent with Section 2.05 based on the Estimated Closing Capital and (b) shall be subject to further adjustment after the Closing as set forth in this Section 2.07, based upon the Closing Working Capital. Upon determination by the Parties of the Closing Working Capital, pursuant to this Section 2.07, the Preliminary Purchase Price shall be increased by the amount, if any, by which the Closing Working Capital exceeds the Estimated Closing Working Capital or decreased by the amount by which the Estimated Closing Working Capital exceeds, or is exceeded by, exceeds the Closing Date Working Capital. The “Post-Closing Date Balance Sheet Adjustment” shall be prepared in an amount equal to the Closing Working Capital minus the Estimated Closing Working Capital. If the Post-Closing Adjustment is a manner consistent with GAAPpositive number, Buyer shall pay to Seller an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Seller Parties shall pay to Buyer an amount equal to the Post-Closing Adjustment. The Closing Date Balance Sheet shall be prepared Preliminary Purchase Price as so adjusted pursuant to this Section 2.07, plus any amount released to Seller from the Escrow Fund in accordance with this Agreement by making appropriate adjustments and the Escrow Agreement, is referred to the items specified in Schedule 1.1(109), while maintaining consistency with the principles and methodologies as were used in preparing Schedule 1.1(109). (b) Buyer’s determination of Closing Date Working Capital shall become final and binding on the Parties thirty (30) days after delivery of the Closing Date Balance Sheet by Buyer unless Seller objects in good faith to Buyer’s preparation of the Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (the “Notice of DisagreementPurchase Price.”). Following delivery of the Notice of Disagreement, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion shall be deemed to have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Seller and Buyer shall each submit such remaining disputes to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Party. (c) If the Estimated Closing Working Capital is greater than the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b), Seller shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Buyer, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment. (d) If the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b) is greater than the Estimated Closing Working Capital, Buyer shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Seller, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment.

Post-Closing Adjustment. (a) Within ninety On or prior to the Closing Date, Sellers shall deliver to Buyer a statement setting forth Sellers’ estimate of the aggregate value of the Scheduled Liabilities (90the “Estimated Scheduled Liabilities Valuation”), including an itemized list showing Sellers’ estimate of each of the Scheduled Liabilities. The Estimated Scheduled Liabilities Valuation shall be prepared (i) in accordance with GAAP, and (ii) on a basis consistent with the preparation of the Financial Statements of the Business. The Estimated Scheduled Liabilities Valuation shall be used to calculate the Closing Payment absent manifest error. (b) No later than sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Seller (i) Sellers a balance sheet showing statement setting forth the Working Capital aggregate value of the Scheduled Liabilities as of the Closing Date (the “Closing Date Balance SheetLiabilities Valuation”), including an itemized list showing Buyer’s determination of the value of each of the Scheduled Liabilities. The Closing Date Liabilities Valuation shall be prepared (i) in accordance with GAAP, and (ii) on a certificate setting forth basis consistent with the preparation of the Financial Statements of the Business. (ac) After receipt of the Closing Date Working Capital (calculated in accordance with the Closing Date Balance Sheet) and (b) the amount by which the Estimated Closing Working Capital exceedsLiabilities Valuation, or is exceeded by, the Closing Date Working Capital. The Closing Date Balance Sheet Sellers shall be prepared in a manner consistent with GAAP. The Closing Date Balance Sheet shall be prepared in accordance with this Agreement by making appropriate adjustments to the items specified in Schedule 1.1(109), while maintaining consistency with the principles and methodologies as were used in preparing Schedule 1.1(109). (b) Buyer’s determination of Closing Date Working Capital shall become final and binding on the Parties have thirty (30) days after delivery of (the “Sellers’ Review Period”) to review it. If, within Sellers’ Review Period, Sellers notify Buyer in writing that they object to any item(s) on the Closing Date Balance Sheet by Buyer unless Seller objects Liabilities Valuation and specify the item(s) and amount(s) in good faith dispute and the basis for such dispute (the “Sellers’ Amendment Notice”), the parties shall use their best efforts to Buyer’s preparation reach agreement in respect of the disputed items within the fifteen (15) day-period (the “Resolution Period”) following the delivery of Sellers’ Amendment Notice. Any item(s) on the Closing Date Balance Sheet and calculation of the Closing Date Working Capital Liabilities Valuation not identified in writing, stating in reasonable detail their objection thereto (the “Notice of Disagreement”). Following delivery of the Notice of Disagreement, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion writing as a disputed item within Sellers’ Review Period shall be deemed to have been accepted by SellerSellers and not subject to any further review or change. Seller and If no Sellers’ Amendment Notice is received by Buyer shall negotiate in good faith to resolve any objections noted in the Notice of Disagreementduring Sellers’ Review Period, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Seller and Buyer shall each submit such remaining disputes to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated Liabilities Valuation shall be deemed accepted by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Party. (c) If the Estimated Closing Working Capital is greater than the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b), Seller shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Buyer, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of paymentSellers. (d) If at the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b) is greater than the Estimated Closing Working Capital, Buyer shall, within 5 days conclusion of the Closing Date Working Capital becoming Resolution Period the parties have not reached an agreement on Sellers’ objections, then all amounts and issues remaining in dispute shall be submitted by Sellers and Buyer to a Neutral Accountant. The fees, costs and expenses of the Neutral Accountant shall be borne proportionately by Buyer and Sellers to the extent that each party’s calculation of the aggregate value of the Scheduled Liabilities differs from the final Scheduled Liabilities Valuation as finally determined by the Neutral Accountant. All costs and expenses incurred by the parties in connection with resolving any dispute under this Section 1.7 before the Neutral Accountant shall be borne by the party incurring such cost and expense. The Neutral Accountant shall act as an arbitrator to determine only those issues still in dispute at the end of the Sellers’ Review Period. The Neutral Accountant’s determination shall be made within forty-five (45) days after its engagement, shall be set forth in a written statement delivered to the Sellers and Buyer and shall be final, binding, make payment conclusive and nonappealable for all purposes hereunder. The term “Final Scheduled Liabilities Valuation” shall mean the aggregate value of the Scheduled Liabilities as agreed to by wire transfer to Seller, Sellers and Buyer in immediately available funds in accordance with Section 1.7(c) or the amount aggregate value of such difference, together with interest thereon at a rate of 2% per annum the Scheduled Liabilities resulting from the Closing Date determination made by the Neutral Accountant in accordance with this Section 1.7(d) (in addition to those items theretofore agreed to by Sellers and Buyer during the date of paymentResolution Period or otherwise in accordance with Section 1.7(c)).

Post-Closing Adjustment. (a) Within ninety (90) days Not later than the third Business Day after the date on which the Final Net Working Capital, the Final Closing DateCash Balance, the Final Company Debt and the Final Selling Expenses are finally determined pursuant to Section 2.3(d), Seller Representative and Buyer shall deliver to Seller (i) a balance sheet showing the Working Capital as of the Closing Date (the “Closing Date Balance Sheet”), and (ii) a certificate setting forth (a) the Closing Date Working Capital (calculated in accordance with the Closing Date Balance Sheet) and (b) jointly determine the amount by which the Closing Date Consideration would have been adjusted (the “Adjusted Closing Date Consideration”) pursuant to Section 2.3(d) had the Final Net Working Capital (and corresponding Final Working Capital Deficiency or Final Working Capital Overage), the Final Closing Cash Balance, the Final Company Debt and the Final Selling Expenses been substituted for the Estimated Net Working Capital (and corresponding Working Capital Overage or Working Capital Deficiency), the Estimated Closing Working Capital exceedsCash Balance, or the Estimated Company Debt and the Estimated Selling Expenses as of the Closing. (i) If the Adjusted Closing Date Consideration is exceeded by, greater than the Closing Date Working Capital. The Consideration (any such increase, the “Price Increase”), then, within two (2) Business Days from the date on which the adjustment to the Closing Date Balance Sheet shall be prepared in a manner consistent with GAAP. The Closing Date Balance Sheet shall be prepared Consideration is determined in accordance with this Agreement by making appropriate adjustments Section 2.3(f), Buyer shall pay or cause to be paid to the items specified Paying Agent for further distribution (or if directed by Seller Representative, to the Beneficial Owners in Schedule 1.1(109accordance with each such Beneficial Owner’s Pro Rata Share), while maintaining consistency by wire transfer of immediately available funds, an amount in cash equal to the Price Increase. Seller Representative and Buyer shall also deliver a joint written authorization to the Escrow Agent within two (2) Business Days from the date on which the adjustment to the Closing Date Consideration is determined in accordance with this Section 2.3(f), instructing the principles and methodologies as were used Escrow Agent to release the entire Working Capital Escrow Fund to the Paying Agent for further distribution (or if directed by Seller Representative, directly to the Beneficial Owners in preparing Schedule 1.1(109accordance with each such Beneficial Owner’s Pro Rata Share), by wire transfer of immediately available funds, to the account(s) designated in writing by Seller Representative to the Escrow Agent. (bii) Buyer’s determination of If the Adjusted Closing Date Working Capital shall become final and binding on the Parties thirty (30) days after delivery of Consideration is less than the Closing Date Balance Sheet by Consideration (such decrease, the “Price Decrease”), then Seller Representative and Buyer unless Seller objects in good faith shall deliver a joint written authorization to Buyer’s preparation of the Escrow Agent within two (2) Business Days from the date on which the adjustment to the Closing Date Balance Sheet Consideration is determined in accordance with this Section 2.3(f), instructing the Escrow Agent to release (A) an amount of cash equal to the Price Decrease from the Working Capital Escrow Fund to Buyer, by wire transfer of immediately available funds, to an account designated in writing by Buyer to the Escrow Agent, and calculation (B) the remaining amount of cash in the Working Capital Escrow Fund, if any, to the Paying Agent for further distribution (or if directed by Seller Representative, directly to the Beneficial Owners in accordance with each such Beneficial Owner’s Pro Rata Share), by wire transfer of immediately available funds, to the account(s) designated in writing by Seller Representative to the Escrow Agent. Notwithstanding any other term of this Agreement, the Working Capital Escrow Fund shall be Buyer’s sole source of recovery for any Price Decrease resulting from a Working Capital Deficiency, even if the Price Decrease is greater than the amount of the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (the “Notice of Disagreement”). Following delivery of the Notice of Disagreement, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion shall be deemed to have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Seller and Buyer shall each submit such remaining disputes to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicableEscrow Fund; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by event that the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Party. (c) If the Estimated Closing Working Capital Price Decrease is greater than the Closing Date amount of the Working Capital which has become final and binding on Escrow Fund, then Seller (or the Parties pursuant Beneficial Owners in accordance with each such Beneficial Owner’s Pro Rata Share) shall pay to Section 2.6(b), Seller shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment Buyer by wire transfer to Buyer, in of immediately available funds funds, to an account designated in writing by Buyer to Seller Representative, the portion of such excess Price Decrease that is attributable to changes in the amount of such differenceClosing Cash Balance, together with interest thereon at a rate of 2% per annum from Company Debt and Selling Expenses. (iii) If the Adjusted Closing Date Consideration is equal to the Closing Date Consideration, then no adjustment shall be made to the consideration payable hereunder pursuant to this Section 2.3(f), and Seller Representative and Buyer shall deliver a joint written authorization to the Escrow Agent within two (2) Business Days from the date of payment. (d) If on which the adjustment to the Closing Date Consideration is determined in accordance with this Section 2.3(f), instructing the Escrow Agent to release the entire Working Capital which has become final and binding on Escrow Fund to the Parties pursuant Paying Agent for further distribution (or if directed by Seller Representative, directly to Section 2.6(b) is greater than the Estimated Closing Working CapitalBeneficial Owners in accordance with each such Beneficial Owner’s Pro Rata Share), Buyer shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Seller, in of immediately available funds in the amount of such differencefunds, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of paymentaccount(s) designated in writing by Seller Representative to the Escrow Agent.

Post-Closing Adjustment. (ai) Within ninety (90) thirty days after the Closing Date, Buyer the Seller shall prepare and deliver to Seller (i) the Buyer a statement setting forth its calculation of Closing Working Capital, which statement shall contain a balance sheet showing of the Working Capital Business as of the Closing Date (excluding all inventory of the Business described in Section 2(g) below) (the “Closing Date Balance Sheet”), and (ii) a certificate setting forth (a) the calculation of Closing Date Working Capital (calculated the “Closing Working Capital Statement”) and a certificate of the Seller that the Closing Balance Sheet and Closing Working Capital Statement were prepared in accordance with the same accounting methods, practices, principles, policies and procedures used by the Seller, including consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Most Recent Financial Statements for the most recent fiscal year end as if such Closing Date Balance Sheet) Sheet and (b) the amount by which the Estimated Closing Working Capital exceeds, or is exceeded byStatement were being prepared as of a fiscal year end. Upon receipt, the Buyer shall have seven days to review the Closing Date Working Capital. The Closing Date Balance Sheet and Closing Working Capital Statement and either approve or dispute the Seller’s calculations. In the event the Buyer approves the calculations, the Buyer shall be prepared in a manner consistent with GAAPdetermine the Post-Closing Adjustment and deliver to the Seller. The In the event the Buyer disputes the calculations, the Buyer and the Seller shall have up to seven (7) Business Days from the date Buyer notifies Seller of the dispute to cooperate to mutually determine an acceptable Closing Date Balance Sheet and Closing Working Capital Statement calculation. Upon such determination, the Buyer shall be prepared in accordance with this Agreement by making appropriate adjustments determine the Post-Closing Adjustment and deliver to the items specified in Schedule 1.1(109), while maintaining consistency with the principles and methodologies as were used in preparing Schedule 1.1(109)Seller. (bii) Buyer’s determination of If the Post-Closing Date Working Capital Adjustment is a positive number, the Buyer shall become final and binding on pay to the Parties thirty Seller an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, the Seller shall pay to Buyer an amount equal to the Post-Closing Adjustment. (30iii) days after delivery Any payment of the Post-Closing Date Balance Sheet by Buyer unless Seller objects in good faith to Buyer’s preparation of the Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writingAdjustment, stating in reasonable detail their objection thereto (the “Notice of Disagreement”). Following delivery of the Notice of Disagreementtogether with interest calculated as set forth below, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion shall be deemed to have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice due within ten (10) Business Days of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Seller Post-Closing Adjustment and Buyer shall each submit such remaining disputes to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Party. (c) If the Estimated Closing Working Capital is greater than the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b), Seller shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment paid by wire transfer to Buyer, in of immediately available funds in the to such account as is directed by Bxxxx. The amount of such difference, together with any Post-Closing Adjustment shall bear interest thereon at a rate of 2% per annum from and including the Closing Date to but excluding the date of payment. (d) If the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b) is greater than the Estimated Closing Working Capital, Buyer shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Seller, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum equal to 8%. Such interest shall be calculated daily on the basis of a 365-day year and the actual number of days elapsed. In the event the Seller does not make a required Post-Closing Adjustment payment, such amount (including any accrued but unpaid interest) shall be reduced from the Closing Date to the date of payment.Earn-Out Payments

Post-Closing Adjustment. (a) Within ninety (90) days after Following the Closing Date, Buyer Parent shall deliver prepare, or cause to Seller (i) be prepared, a consolidated balance sheet showing of the Selling Companies and their Subsidiaries as of the Closing Date (the “Closing Balance Sheet”) prepared in accordance with GAAP using the Working Capital Accounting Principles and a calculation based upon such Closing Balance Sheet setting forth in reasonable detail the amount of Net Working Capital as of the Closing Date (the “Closing Date Net Working Capital”). Within 60 days of the Closing Date, Parent shall deliver, or cause to be delivered, to the Stockholders’ Representative (i) the Closing Balance Sheet”), together with worksheets and data that support the Closing Balance Sheet and the Closing Net Working Capital and (ii) a certificate setting forth (a) of an executive officer of each of the Surviving Companies certifying that the Closing Date Balance Sheet and the Closing Net Working Capital (calculated were prepared in accordance with Section 3.7(b) and this Section 3.8. Each of the Surviving Companies shall give, and shall cause its advisers to give, the Stockholders’ Representative and its advisers reasonable access to such books, records and personnel of each of the Surviving Companies (including the work papers of each of the Surviving Companies and their accountants relating to the preparation of the Closing Date Balance Sheet) Sheet and (b) the amount by which the Estimated Closing Working Capital exceeds, or is exceeded by, the Closing Date Net Working Capital) as may be necessary to enable the Stockholders’ Representative and its advisers to review the Closing Balance Sheet and the Closing Net Working Capital. The preparation of the Closing Date Balance Sheet shall be prepared in a manner consistent with GAAPfor the sole purpose of determining the Closing Net Working Capital. The Stockholders’ Representative shall have 30 days following its receipt of the Closing Date Balance Sheet to review the same (the “Closing Review Period”). On or before the expiration of the Closing Review Period, the Stockholders’ Representative may deliver to Parent a written statement (“Stockholders’ Representative Notice”) accepting or objecting in good faith to the Closing Balance Sheet and/or the calculation of the Closing Net Working Capital (or any portion thereof). In the event that the Stockholders’ Representative shall object to the Closing Balance Sheet and/or the Closing Net Working Capital, the Stockholders’ Representative Notice shall include a detailed itemization of the Stockholders’ Representative’s objections, the reasons therefor and a revised calculation of the Net Working Capital based thereon. If the Stockholders’ Representative does not deliver such Stockholders’ Representative Notice to Parent within the Closing Review Period, the Stockholders’ Representative shall be prepared in accordance with this Agreement by making appropriate adjustments deemed to have accepted the items specified in Schedule 1.1(109), while maintaining consistency with calculation of the principles and methodologies as were used in preparing Schedule 1.1(109)Closing Net Working Capital. (b) Buyer’s determination of In the event that the Stockholders’ Representative shall timely object to the Closing Date Net Working Capital pursuant to Section 3.8(a), Parent and the Stockholders’ Representative shall become final promptly meet and binding on the Parties thirty (30) days after delivery of the Closing Date Balance Sheet by Buyer unless Seller objects in good faith attempt to Buyer’s preparation of resolve such objections. In the event that the Stockholders’ Representative and Parent are not able to resolve such objections as may be raised with respect to the Closing Date Balance Sheet and calculation of Net Working Capital, within the ten (10) day period following the Closing Date Working Capital in writingReview Period, stating in reasonable detail their objection thereto the matter shall be submitted to BDO Xxxxxxx (the “Notice Accounting Referee”) immediately following the expiration of Disagreement”). Following delivery such ten-day period for review and resolution, with instructions to complete the same as promptly as practicable but in any event within 60 days of the Notice expiration of Disagreementsuch ten (10) day period. In making such determination, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion shall be deemed to have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Seller and Buyer shall each submit such remaining disputes to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will Referee may only consider those items and amounts as to which Parent and the Stockholders’ Representative have disagreed within the time period and on the terms specified above and must resolve the matter in accordance with the terms and provisions of this Agreement; provided that the determination of the Accounting Referee will neither be more favorable to Parent than the Closing Net Working Capital set forth in the Closing Balance Sheet nor more favorable to the Stockholders’ Representative than the revised Notice Net Working Capital set forth in the Stockholders’ Representative Notice. Such Accounting Referee shall deliver a written report setting forth the resolution of Disagreement each disputed item and the calculation of the Net Working Capital as of the Closing Date (the “Final Net Working Capital”) as determined in accordance with the terms of this Agreement as soon as practicable following the submission of the matter to such firm but in any event within the 60 day period referred to above, which calculation, absent manifest error, shall be binding and conclusive on the parties and not subject to appeal and may be enforced in any court having jurisdiction. The fees and costs of the Accounting Referee, if one is required, shall be borne proportionally by (i) the Stockholders on one hand and (ii) Parent and Fluent (on a pro rata basis based on the Holding Working Capital Escrow Amount and the Fluent Working Capital Escrow Amount, respectively) on the other hand, on the basis, for each such party, of the ratio of (A) the difference between the amount of Net Working Capital submitted by either Party. The Independent Accountant shall make its determination based solely on presentations each of Parent and supporting material provided the Stockholders’ Representative to the Accounting Referee and the Final Net Working Capital determined by the Parties Accounting Referee to (B) the difference between the Net Working Capital amounts submitted by each of Parent and not the Stockholders’ Representative to the Accounting Referee. In the event that the Stockholders are obligated to pay any amounts pursuant to any independent reviewthe immediately foregoing sentence, nor such amounts shall be deducted from the Independent Accountant allow Working Capital Escrow Amounts on a pro rata basis based on the Parties to conduct any discovery. In resolving any disagreement, Holding Working Capital Escrow Amount and the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any PartyFluent Working Capital Escrow Amount. (c) If Within two (2) Business Days following the Estimated determination of the Final Net Working Capital as calculated in accordance with Section 3.8(b) or the deemed acceptance of the Closing Net Working Capital in accordance with Section 3.8(a) (for the purpose of this Section 3.8(c), the Final Net Working Capital), Parent shall deliver to the Stockholders’ Representative a notice (the “Parent Payment Notice”) setting forth (i) the amount of the Final Net Working Capital; and (ii) the difference between the amount of the Final Net Working Capital and the Base Net Working Capital (“Final Amount”). To the extent that the Final Net Working Capital is greater than the Closing Date Base Net Working Capital, Parent and Fluent shall each pay to the Working Capital which has become final and binding Escrow Agent an amount equal to such entity’s pro rata share (based on the Parties Holding Working Capital Escrow Amount and the Fluent Working Capital Escrow Amount) of the Final Amount, after making appropriate adjustment to reflect any payments previously made or benefits received at the Closing pursuant to Section 2.6(b), Seller shall, within 5 days of the Closing Date 3.7(a)(ii) (“Net Working Capital becoming final and binding, make payment by wire transfer to Buyer, in immediately available funds Overage”) for inclusion in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment. (d) If the Closing Date Holding Working Capital which has become final Escrow Amount and binding on the Parties pursuant to Section 2.6(b) Fluent Working Capital Escrow Amount, respectively. Notwithstanding any other provision of this Agreement, no entity that owns, directly or indirectly, any interest in Fluent shall be liable for the obligation of Fluent in the immediately preceding sentence. To the extent the Base Net Working Capital is greater than the Estimated Closing Final Net Working Capital, Buyer shallthe Working Capital Escrow Agent shall pay to Parent and Fluent, within 5 days from the Holding Working Capital Escrow Amount and the Fluent Working Capital Escrow Amount, respectively, such entity’s pro rata share (based on the Holding Working Capital Escrow Amount and the Fluent Working Capital Escrow Amount) of the Final Amount, after making appropriate adjustment to reflect any payments previously made or benefits received at the Closing Date pursuant to Section 3.7(a)(ii) (“Net Working Capital becoming final Shortfall”). To the extent the Final Net Working Capital is the same as the amount of the Base Net Working Capital, no payments shall be made except that if the Adjusted Cash Consideration was adjusted at Closing pursuant to Section 3.7(a)(ii) and binding(A) the Stockholders received the benefit of such adjustment, make the Working Capital Escrow Agent shall pay to Parent and Fluent an amount equal to such entities’ respective shares (on a pro rata basis based on the Holding Working Capital Escrow Amount and the Fluent Working Capital Escrow Amount) of the benefit amount paid at Closing from the Holding Working Capital Escrow Amount and the Fluent Working Capital Escrow Amount, or (B) Parent and Fluent received the benefit of such adjustment, Parent and Fluent shall pay to the Working Capital Escrow Agent an amount equal to each entity’s benefit amount received at Closing for inclusion in the Holding Working Capital Escrow Amount and the Fluent Working Capital Escrow Amount. Notwithstanding any other provision of this Agreement, no entity that owns, directly or indirectly, any interest in Fluent shall be liable for the obligation of Fluent in the immediately preceding sentence. Any payment by made pursuant to this Section 3.8(c) shall be made via wire transfer to Seller, in of immediately available funds in the amount within one (1) Business Day of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of paymentParent Payment Notice.

Post-Closing Adjustment. (a) Within ninety (90) days after Following the Closing Date, Buyer Parent shall deliver prepare, or cause to Seller (i) be prepared, a consolidated balance sheet showing of the Selling Companies and their Subsidiaries as of the Closing Date (the "Closing Balance Sheet") prepared in accordance with GAAP using the Working Capital Accounting Principles and a calculation based upon such Closing Balance Sheet setting forth in reasonable detail the amount of Net Working Capital as of the Closing Date (the “"Closing Date Net Working Capital"). Within 60 days of the Closing Date, Parent shall deliver, or cause to be delivered, to the Stockholders' Representative (i) the Closing Balance Sheet”), together with worksheets and data that support the Closing Balance Sheet and the Closing Net Working Capital and (ii) a certificate setting forth (a) of an executive officer of each of the Surviving Companies certifying that the Closing Date Balance Sheet and the Closing Net Working Capital (calculated were prepared in accordance with Section 3.7(b) and this Section 3.8. Each of the Surviving Companies shall give, and shall cause its advisers to give, the Stockholders' Representative and its advisers reasonable access to such books, records and personnel of each of the Surviving Companies (including the work papers of each of the Surviving Companies and their accountants relating to the preparation of the Closing Date Balance Sheet) Sheet and (b) the amount by which the Estimated Closing Working Capital exceeds, or is exceeded by, the Closing Date Net Working Capital) as may be necessary to enable the Stockholders' Representative and its advisers to review the Closing Balance Sheet and the Closing Net Working Capital. The preparation of the Closing Date Balance Sheet shall be prepared in a manner consistent with GAAPfor the sole purpose of determining the Closing Net Working Capital. The Stockholders' Representative shall have 30 days following its receipt of the Closing Date Balance Sheet to review the same (the "Closing Review Period"). On or before the expiration of the Closing Review Period, the Stockholders' Representative may deliver to Parent a written statement ("Stockholders' Representative Notice") accepting or objecting in good faith to the Closing Balance Sheet and/or the calculation of the Closing Net Working Capital (or any portion thereof). In the event that the Stockholders' Representative shall object to the Closing Balance Sheet and/or the Closing Net Working Capital, the Stockholders' Representative Notice shall include a detailed itemization of the Stockholders' Representative's objections, the reasons therefor and a revised calculation of the Net Working Capital based thereon. If the Stockholders' Representative does not deliver such Stockholders' Representative Notice to Parent within the Closing Review Period, the Stockholders' Representative shall be prepared in accordance with this Agreement by making appropriate adjustments deemed to have accepted the items specified in Schedule 1.1(109), while maintaining consistency with calculation of the principles and methodologies as were used in preparing Schedule 1.1(109)Closing Net Working Capital. (b) Buyer’s determination of In the event that the Stockholders' Representative shall timely object to the Closing Date Net Working Capital pursuant to Section 3.8(a), Parent and the Stockholders' Representative shall become final promptly meet and binding on the Parties thirty (30) days after delivery of the Closing Date Balance Sheet by Buyer unless Seller objects in good faith attempt to Buyer’s preparation of resolve such objections. In the event that the Stockholders' Representative and Parent are not able to resolve such objections as may be raised with respect to the Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (the “Notice of Disagreement”). Following delivery of the Notice of Disagreement, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Net Working Capital, within the ten (10) day period following the Closing Date Working Capital Review Period, the matter shall be submitted to BDO Xxxxxxx (the "Accounting Referee") immediately following the expiration of such ten-day period for review and resolution, with instructions to complete the Notice of Disagreement. To the extent same as promptly as practicable but in any portion event within 60 days of the calculation expiration of such ten (10) day period. In making such determination, the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion shall be deemed to have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Seller and Buyer shall each submit such remaining disputes to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will Referee may only consider those items and amounts as to which Parent and the Stockholders' Representative have disagreed within the time period and on the terms specified above and must resolve the matter in accordance with the terms and provisions of this Agreement; provided that the determination of the Accounting Referee will neither be more favorable to Parent than the Closing Net Working Capital set forth in the Closing Balance Sheet nor more favorable to the Stockholders' Representative than the revised Notice Net Working Capital set forth in the Stockholders' Representative Notice. Such Accounting Referee shall deliver a written report setting forth the resolution of Disagreement each disputed item and the calculation of the Net Working Capital as of the Closing Date (the "Final Net Working Capital") as determined in accordance with the terms of this Agreement as soon as practicable following the submission of the matter to such firm but in any event within the 60 day period referred to above, which calculation, absent manifest error, shall be binding and conclusive on the parties and not subject to appeal and may be enforced in any court having jurisdiction. The fees and costs of the Accounting Referee, if one is required, shall be borne proportionally by (i) the Stockholders on one hand and (ii) Parent and Fluent (on a pro rata basis based on the Holding Working Capital Escrow Amount and the Fluent Working Capital Escrow Amount, respectively) on the other hand, on the basis, for each such party, of the ratio of (A) the difference between the amount of Net Working Capital submitted by either Party. The Independent Accountant shall make its determination based solely on presentations each of Parent and supporting material provided the Stockholders' Representative to the Accounting Referee and the Final Net Working Capital determined by the Parties Accounting Referee to (B) the difference between the Net Working Capital amounts submitted by each of Parent and not the Stockholders' Representative to the Accounting Referee. In the event that the Stockholders are obligated to pay any amounts pursuant to any independent reviewthe immediately foregoing sentence, nor such amounts shall be deducted from the Independent Accountant allow Working Capital Escrow Amounts on a pro rata basis based on the Parties to conduct any discovery. In resolving any disagreement, Holding Working Capital Escrow Amount and the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any PartyFluent Working Capital Escrow Amount. (c) If Within two (2) Business Days following the Estimated determination of the Final Net Working Capital as calculated in accordance with Section 3.8(b) or the deemed acceptance of the Closing Net Working Capital in accordance with Section 3.8(a) (for the purpose of this Section 3.8(c), the Final Net Working Capital), Parent shall deliver to the Stockholders' Representative a notice (the "Parent Payment Notice") setting forth (i) the amount of the Final Net Working Capital; and (ii) the difference between the amount of the Final Net Working Capital and the Base Net Working Capital ("Final Amount"). To the extent that the Final Net Working Capital is greater than the Closing Date Base Net Working Capital, Parent and Fluent shall each pay to the Working Capital which has become final and binding Escrow Agent an amount equal to such entity's pro rata share (based on the Parties Holding Working Capital Escrow Amount and the Fluent Working Capital Escrow Amount) of the Final Amount, after making appropriate adjustment to reflect any payments previously made or benefits received at the Closing pursuant to Section 2.6(b), Seller shall, within 5 days of the Closing Date 3.7(a)(ii) ("Net Working Capital becoming final and binding, make payment by wire transfer to Buyer, in immediately available funds Overage") for inclusion in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment. (d) If the Closing Date Holding Working Capital which has become final Escrow Amount and binding on the Parties pursuant to Section 2.6(b) Fluent Working Capital Escrow Amount, respectively. Notwithstanding any other provision of this Agreement, no entity that owns, directly or indirectly, any interest in Fluent shall be liable for the obligation of Fluent in the immediately preceding sentence. To the extent the Base Net Working Capital is greater than the Estimated Closing Final Net Working Capital, Buyer shallthe Working Capital Escrow Agent shall pay to Parent and Fluent, within 5 days from the Holding Working Capital Escrow Amount and the Fluent Working Capital Escrow Amount, respectively, such entity's pro rata share (based on the Holding Working Capital Escrow Amount and the Fluent Working Capital Escrow Amount) of the Final Amount, after making appropriate adjustment to reflect any payments previously made or benefits received at the Closing Date pursuant to Section 3.7(a)(ii) ("Net Working Capital becoming final Shortfall"). To the extent the Final Net Working Capital is the same as the amount of the Base Net Working Capital, no payments shall be made except that if the Adjusted Cash Consideration was adjusted at Closing pursuant to Section 3.7(a)(ii) and binding(A) the Stockholders received the benefit of such adjustment, make the Working Capital Escrow Agent shall pay to Parent and Fluent an amount equal to such entities' respective shares (on a pro rata basis based on the Holding Working Capital Escrow Amount and the Fluent Working Capital Escrow Amount) of the benefit amount paid at Closing from the Holding Working Capital Escrow Amount and the Fluent Working Capital Escrow Amount, or (B) Parent and Fluent received the benefit of such adjustment, Parent and Fluent shall pay to the Working Capital Escrow Agent an amount equal to each entity's benefit amount received at Closing for inclusion in the Holding Working Capital Escrow Amount and the Fluent Working Capital Escrow Amount. Notwithstanding any other provision of this Agreement, no entity that owns, directly or indirectly, any interest in Fluent shall be liable for the obligation of Fluent in the immediately preceding sentence. Any payment by made pursuant to this Section 3.8(c) shall be made via wire transfer to Seller, in of immediately available funds in the amount within one (1) Business Day of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of paymentParent Payment Notice.

Post-Closing Adjustment. (a) Within ninety (90) days after the Closing Date, Buyer shall deliver to Seller (i) a balance sheet showing the Working Capital as of the Closing Date (the “Closing Date Balance Sheet”), and (ii) a certificate setting forth If (a) the Closing Date Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount exceeds (calculated b) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount, then U.S. Buyer shall pay Sellers the amount of such excess by wire transfer of immediately available funds to Sellers’ Accounts. If (a) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount, then Sellers shall, and Sellers and U.S. Buyer shall provide written instructions to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out of the Net Working Capital Escrow Amount and, in the event such excess, if any, exceeds the Net Working Capital Escrow Amount held in the Escrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior to the date of such payment. All payments to be made pursuant to this Section 2(h)(vi) shall be made no later than the second Business Day following the date on which U.S. Buyer and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount), all in accordance with the Closing Date Balance Sheet) and (b) provisions of the amount by which the Estimated Closing Net Working Capital exceeds, or is exceeded by, the Closing Date Working Capital. The Closing Date Balance Sheet shall be prepared in a manner consistent with GAAP. The Closing Date Balance Sheet shall be prepared in accordance with this Agreement by making appropriate adjustments to the items specified in Schedule 1.1(109), while maintaining consistency with the principles and methodologies as were used in preparing Schedule 1.1(109)Escrow Agreement. (b) Buyer’s determination of Closing Date Working Capital shall become final and binding on the Parties thirty (30) days after delivery of the Closing Date Balance Sheet by Buyer unless Seller objects in good faith to Buyer’s preparation of the Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (the “Notice of Disagreement”). Following delivery of the Notice of Disagreement, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion shall be deemed to have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Seller and Buyer shall each submit such remaining disputes to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Party. (c) If the Estimated Closing Working Capital is greater than the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b), Seller shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Buyer, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment. (d) If the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b) is greater than the Estimated Closing Working Capital, Buyer shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Seller, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment.

Post-Closing Adjustment. (a) Within ninety (90) 60 calendar days after following the Closing DateClosing, Buyer Purchaser shall prepare and deliver to Seller a statement setting forth Purchaser’s calculation of (i) a balance sheet showing the Working Capital as of the Closing Date (the “Closing Date Balance Sheet”), Adjustment and (ii) a certificate setting forth (a) the Closing Date Working Capital (calculated in accordance with the Closing Date Balance Sheet) and (b) the amount by which the Estimated Closing Working Capital exceeds, or is exceeded by, the Closing Date Working CapitalNet Indebtedness. The Closing Date Balance Sheet shall be prepared in a manner consistent with GAAP. The Closing Date Balance Sheet shall be prepared in accordance with this Agreement by making appropriate adjustments to the items specified in Schedule 1.1(109), while maintaining consistency with the principles and methodologies as were used in preparing Schedule 1.1(109). (b) Buyer’s determination of Closing Date Working Capital shall become final and binding on the Parties thirty (30) days after delivery of the Closing Date Balance Sheet by Buyer unless Seller objects in good faith to Buyer’s preparation of the Closing Date Balance Sheet and calculation of the Closing Date Working Capital shall be prepared in writing, stating accordance with GAAP applied in reasonable detail their objection thereto (a manner consistent with the “Notice of Disagreement”). Following delivery audited Financial Statements and by otherwise applying the same methodologies and accounting policies used in and otherwise on a basis consistent with the preparation of the Notice audited Financial Statements, in all cases, except to the extent otherwise expressly provided in Exhibit A. The calculation of Disagreement, Seller and Buyer agree Closing Date Net Indebtedness shall be prepared in accordance with the definition of “Closing Date Net Indebtedness”. The “Working Capital Adjustment“ means an amount (which amount may be positive or negative) equal to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and minus the Notice of DisagreementTarget Working Capital. To “Closing Date Working Capital“ means the extent any portion net amount, as of the calculation Closing (but without giving effect to any actions of Purchaser, or to actions of the Company or its Subsidiaries taken at the Closing that are contemplated by this Agreement) of the accounts of the Company and its Subsidiaries, on a consolidated basis and excluding the Excluded Assets and related Liabilities, determined in accordance with Exhibit A (for the avoidance of doubt, amounts included in the determination of the Closing Date Net Indebtedness shall be excluded from the determination of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion shall be deemed to have been accepted by SellerCapital). Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery “Closing Date Net Indebtedness“ means Net Indebtedness of the Notice of Disagreement, Seller Company and Buyer shall each submit such remaining disputes to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes its Subsidiaries as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent AccountantClosing Date. The resolution For purposes of illustration, Exhibit A sets forth the calculation, from the combined balance sheet of the disputes by the Independent Accountant shall be finalCompany and its Subsidiaries as at December 31, binding on2006, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) what the Closing Date Working Capital calculated by Sellerwould be if the Closing Date had been December 31, as adjusted for the resolution 2006. The calculation of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant be prepared without giving effect to any independent reviewactions of the Purchaser, nor shall or to any actions of the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party Company or lesser than lowest value claimed for such disputed item by any Party. (c) If the Estimated Closing Working Capital is greater than its Subsidiaries taken at the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b), Seller shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment that are contemplated by wire transfer to Buyer, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of paymentthis Agreement. (d) If the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b) is greater than the Estimated Closing Working Capital, Buyer shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Seller, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment.

Post-Closing Adjustment. (ai) Within ninety five (905) Business Days after the Closing Date, Buyer and Seller shall conduct a joint physical count of the Inventory of the Business and deliver a joint written statement setting forth the amount of Inventory as of the Closing (the “Physical Count Inventory Amount”). Within sixty (60) calendar days after the Closing Date, Buyer shall prepare and deliver to Seller (i) a statement setting forth its calculation of Closing Adjusted Working Capital, which statement shall contain a balance sheet showing of the Working Capital Business as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Closing Adjusted Working Capital (the “Closing Date Balance SheetAdjusted Working Capital Statement”), a calculation of the Post-Closing Adjustment (as defined below) and (ii) a certificate setting forth (a) of an officer of Buyer certifying that the Closing Date Adjusted Working Capital (Statement was calculated in accordance with the definition of “Closing Date Balance Sheet) and (b) Adjusted Working Capital.” The “Post-Closing Adjustment” shall be an amount equal to the amount by which Closing Adjusted Working Capital less the Estimated Closing Working Capital exceeds, or is exceeded by, the Closing Date Adjusted Working Capital. The Closing Date Balance Sheet shall be prepared in a manner consistent with GAAP. The Closing Date Balance Sheet shall be prepared in accordance with this Agreement by making appropriate adjustments , as finally determined pursuant to the items specified in Schedule 1.1(109), while maintaining consistency with the principles and methodologies as were used in preparing Schedule 1.1(109Section 2.06(c). (bii) Buyer’s determination of If the Post-Closing Date Adjustment is a positive number, then within five (5) Business Days after the Closing Adjusted Working Capital Statement is finalized pursuant to Section 2.06(c), Buyer shall become final and binding on pay to Seller an amount equal to the Parties thirty (30) days after delivery Post-Closing Adjustment by wire transfer of the Closing Date Balance Sheet immediately available funds to an account designated by Buyer unless Seller objects in good faith writing to Buyer’s preparation of the Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (the “Notice of Disagreement”). Following delivery of the Notice of Disagreement, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion shall be deemed to have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Seller and Buyer shall each submit such remaining disputes to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Party. (ciii) If the Estimated Post-Closing Adjustment is a negative number, then within five (5) Business Days after the Closing Adjusted Working Capital Statement is greater than the Closing Date Working Capital which has become final and binding on the Parties finalized pursuant to Section 2.6(b2.06(c), Seller shall, within 5 days shall pay to Buyer an amount equal to the absolute value of the Post-Closing Date Working Capital becoming final and binding, make payment Adjustment by wire transfer to Buyer, in of immediately available funds to an account designated by Buyer in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment. (d) If the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b) is greater than the Estimated Closing Working Capital, Buyer shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer writing to Seller, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment.

Post-Closing Adjustment. (ai) Within ninety (90) days twenty-five Business Days after the Closing Date, Buyer the Seller shall prepare and deliver to Seller (i) the Buyer a statement setting forth its calculation of Closing Working Capital, which statement shall contain a balance sheet showing of the Working Capital Target as of the Closing Date (without giving effect to the transactions contemplated herein) (the “Closing Date Balance Sheet”), and (ii) a certificate setting forth (a) the calculation of Closing Date Working Capital (calculated the “Closing Working Capital Statement”) and a certificate of the Seller that the Closing Balance Sheet and Closing Working Capital Statement were prepared in accordance with the same accounting methods, practices, principles, policies and procedures used by the Seller and the Target, including consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Most Recent Financial Statements for the most recent fiscal year end as if such Closing Date Balance Sheet) Sheet and (b) the amount by which the Estimated Closing Working Capital exceeds, or is exceeded byStatement were being prepared as of a fiscal year end. Upon receipt, the Buyer shall have ten Business Days to review the Closing Date Working Capital. The Closing Date Balance Sheet and Closing Working Capital Statement and either approve or dispute the Seller’s calculations. In the event the Buyer approves the calculations, the Buyer shall be prepared in a manner consistent with GAAPdetermine the Post-Closing Adjustment and deliver to the Seller. The In the event the Buyer disputes the calculations, the Buyer and the Seller shall have to ten Business Days to cooperate to mutually determine an acceptable Closing Date Balance Sheet and Closing Working Capital Statement calculation. Upon such determination, the Buyer shall be prepared in accordance with this Agreement by making appropriate adjustments determine the Post-Closing Adjustment and deliver to the items specified in Schedule 1.1(109), while maintaining consistency with the principles and methodologies as were used in preparing Schedule 1.1(109)Seller. (bii) Buyer’s determination of If the Post-Closing Date Working Capital Adjustment is a positive number, Buyer shall become final and binding on not owe any additional consideration to the Parties thirty Seller. If the Post-Closing Adjustment is a negative number, the Seller shall pay to Buyer an amount equal to the Post-Closing Adjustment. (30iii) days after delivery Any payment of the Post-Closing Date Balance Sheet by Buyer unless Seller objects in good faith to Buyer’s preparation of the Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writingAdjustment, stating in reasonable detail their objection thereto (the “Notice of Disagreement”). Following delivery of the Notice of Disagreementtogether with interest calculated as set forth below, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion shall be deemed to have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice due within ten Business Days of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Seller Post-Closing Adjustment and Buyer shall each submit such remaining disputes to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Party. (c) If the Estimated Closing Working Capital is greater than the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b), Seller shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment paid by wire transfer to Buyer, in of immediately available funds in the to such account as is directed by Buyer. The amount of such difference, together with any Post-Closing Adjustment shall bear interest thereon at a rate of 2% per annum from and including the Closing Date to but excluding/and including the date of payment. (d) If the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b) is greater than the Estimated Closing Working Capital, Buyer shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Seller, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum equal to 8%. Such interest shall be calculated daily on the basis of a 365-day year and the actual number of days elapsed. In the event the Seller does not make a required Post-Closing Adjustment payment, such amount (including any accrued but unpaid interest) shall be reduced from the Closing Date to the date of paymentEscrow Amount.

Post-Closing Adjustment. (a) Within ninety As promptly as possible after the Closing, but in no event later than sixty (9060) days after following the Closing DateClosing, Buyer the Purchaser shall prepare and deliver to Seller (i) the Sellers a balance sheet showing the Working Capital as of the Closing Date report (the “Closing Date Balance SheetFinancial Report”), ) setting forth (i) a statement of the Closing Date Net Working Capital (the “Final Closing Date Net Working Capital”) and (ii) a certificate setting forth calculation of the Working Capital Adjustment based on such report (a) the “Net Working Capital Adjustment”). The Purchaser shall bear any third-party expenses or fees incurred in preparing the Closing Date Working Capital Financial Report. The Purchaser shall deliver or make available to the Sellers promptly, and in any event within five (calculated 5) Business Days after any written request, any work papers or other information used by the Purchasers in accordance connection with the Closing Date Balance Sheet) and (b) the amount by which the Estimated Closing Working Capital exceeds, or is exceeded by, the Closing Date Working Capital. The Closing Date Balance Sheet shall be prepared in a manner consistent with GAAP. The Closing Date Balance Sheet shall be prepared in accordance with this Agreement by making appropriate adjustments to the items specified in Schedule 1.1(109), while maintaining consistency with the principles and methodologies as were used in preparing Schedule 1.1(109). (b) Buyer’s determination of Closing Date Working Capital shall become final and binding on the Parties thirty (30) days after delivery of the Closing Date Balance Sheet by Buyer unless Seller objects in good faith to Buyer’s preparation of the Closing Date Balance Sheet and calculation of Financial Report requested by the Sellers. If the Sellers do not object in writing to the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (the “Notice of Disagreement”). Following delivery of the Notice of Disagreement, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion shall be deemed to have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice of Disagreement, but if they do not reach a final resolution Financial Report within thirty (30) days after its delivery to the delivery Sellers, such Closing Date Financial Report will automatically become final and conclusive and the Closing Date Net Working Capital and the Net Working Capital Adjustment therein shall be the Final Closing Date Net Working Capital and the Final Net Working Capital Adjustment, respectively; provided that such 30-day period shall be tolled while Sellers are waiting to receive any work papers or other information reasonably requested by Sellers that were used by the Purchaser in connection with its preparation of the Notice of Disagreement, Seller and Buyer shall each submit such remaining disputes Closing Date Financial Report. In the event that the Sellers object in writing to the Independent Accounting Firm in a revised Notice Closing Date Financial Report within such 30-day period, as extended, the Sellers and the Purchaser shall promptly meet and endeavor to reach agreement as to the content of Disagreement which details the remaining outstanding disputesClosing Date Financial Report. Seller If the Sellers and Buyer shall use their commercially reasonable efforts the Purchaser agree on the content of the Closing Date Financial Report, such Closing Date Financial Report will become final and conclusive. If the Sellers and the Purchaser are unable to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes reach agreement within thirty fifteen (3015) days after the submission delivery of such objection by the Sellers to the Closing Date Financial Report, then the Independent Accountants will promptly be retained to undertake a determination of the disputes to such Independent AccountantClosing Date Financial Report, which determination will be made as quickly as possible. The resolution of the disputes Only disputed items (plus any items deemed by the Independent Accountant shall Accountants to be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses reasonably necessary to a determination of the Independent Accountant shall disputed items) will be allocated between Buyer and Seller in proportion submitted to the relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted Independent Accountants for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreementdisputed item, the Independent Accountant Accountants may not assign any a value to a disputed such item greater than the greatest value claimed for such disputed item claimed by any either Party or lesser less than the lowest value claimed for such item claimed by either Party, in each case as presented to the Independent Accountants. The determination of the Independent Accountants will be final and binding on the Sellers and the Purchaser and the Closing Date Net Working Capital and the Net Working Capital Adjustment determined by the Independent Accountants shall be the Final Closing Date Net Working Capital and the Final Net Working Capital Adjustment, respectively. The fees and expenses of the Independent Accountants will be paid by the Purchaser and the Sellers in the same proportion as the dollar amount of the determination in such party’s favor reflected in the Closing Date Financial Report bears to the total dollar amount of all disputed item by items. (b) The Purchase Price and the payments required to be made after the Closing pursuant to Section 2.6(c) will be finally determined on the basis of the Closing Date Financial Report and the Final Net Working Capital Adjustment after any Partydeterminations described in this Section 2.6(a). (c) If Within five (5) Business Days after determination of the Estimated Closing Final Net Working Capital Adjustment, the Purchaser or the Sellers, as the case may be, shall pay to the other the amount by which the Purchase Price, as adjusted by the Final Net Working Capital Adjustment, is greater or less than the Purchase Price (such difference being the “Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b), Seller shall, within 5 days of Purchase Price Reconciliation”) as follows: (i) if the Closing Date Working Capital becoming final Purchase Price Reconciliation is positive, the Purchaser shall promptly pay such difference to the Sellers; and binding(ii) if the Closing Purchase Price Reconciliation is negative, make payment by wire transfer to Buyer, in immediately available funds in the amount of such difference, together with interest thereon at a rate difference shall be paid to the Purchaser out of 2% per annum the Escrow Amount pursuant to the terms of the Escrow Agreement and the Sellers shall authorize and direct the Escrow Agent to release such amount to the Purchaser from the Closing Date to the date of paymentEscrow Account. (d) If the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b) is greater than the Estimated Closing Working Capital, Buyer shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Seller, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment.

Post-Closing Adjustment. (aA) Within ninety Buyer shall cause to be prepared and, as soon as practical, but in no event later than one-hundred twenty (90120) days after the Closing Date, Buyer shall deliver cause to Seller (i) a balance sheet showing be delivered to the Working Capital as Company, Buyer’s calculation of the Closing Date Balance Sheet (the “Buyer Closing Date Balance Sheet”), and together with a calculation of the adjustment to the Closing Payment by, as applicable (ii1) a certificate increasing the amount thereof by the excess, if any, of the Closing Working Capital shown on the Buyer Closing Date Balance Sheet over the Target Working Capital, or (2) decreasing the amount thereof by the excess, if any, of the Target Working Capital over the Closing Working Capital shown on the Buyer Closing Date Balance Sheet. (B) If the Company disagrees in whole or in part with the Buyer Closing Date Balance Sheet, then within thirty (30) days after its receipt thereof, the Company shall notify Buyer of such disagreement in writing (the “Closing Notice of Disagreement”), setting forth in reasonable detail the particulars of any such disagreement. To be effective, any such Closing Notice of Disagreement shall include a copy of the Buyer Closing Date Balance Sheet marked to indicate the specific line items of the Buyer Closing Date Balance Sheet that are in dispute (athe “Disputed Closing Date Balance Sheet Line Items”) and shall be accompanied by the Company’s calculation of each of the Disputed Closing Date Balance Sheet Line Items and the Company’s calculation of the Closing Date Working Capital (calculated Balance Sheet and its determination of the Closing Payment, as adjusted in accordance with the preceding clause (i). All items that are not Disputed Closing Date Balance Sheet Line Items shall be final, binding and conclusive for purposes of determining the Closing Payment hereunder unless the resolution of a Disputed Closing Date Balance Sheet Line Item affects an undisputed item, in which case such undisputed item shall remain open and be considered a Disputed Closing Date Balance Sheet Line Item to the extent of such corresponding effect. In the event that the Company does not provide a Closing Notice of Disagreement within such thirty (30)-day period, the Company shall be deemed to have accepted in full the Buyer Closing Date Balance Sheet) and (b) the amount by which the Estimated Closing Working Capital exceeds, or is exceeded byand, for purposes of determining the Closing Payment, such Buyer Closing Date Working CapitalBalance Sheet shall become final, binding and conclusive upon Buyer and the Company. The In the event any Closing Notice of Disagreement is properly and timely provided, Buyer and the Company shall use their respective commercially reasonable efforts for a period of fifteen (15) days (or such longer period as they may mutually agree) to resolve any Disputed Closing Date Balance Sheet Line Items. During the aforesaid thirty (30) day period and until the Closing Date Balance Sheet shall be prepared finally determined as provided herein, Buyer and the Company shall cooperate with each other and shall have reasonable access to the books and records, working papers, schedules and calculations of the other, in a manner consistent with GAAPorder to prepare, or used in the preparation of, their respective Closing Date Balance Sheet. The If, at the end of such period, Buyer and the Company are unable to resolve all Disputed Closing Date Balance Sheet Line Items, then any such remaining Disputed Closing Date Balance Sheet Line Items shall be prepared referred to an independent accounting firm jointly designated by Buyer and the Company (the “Accounting Firm”); provided, however, that in accordance with this Agreement by making appropriate adjustments the event Buyer and the Company cannot mutually agree as to the items specified in Schedule 1.1(109)designation of the Accounting Firm, while maintaining consistency with each such Party will designate an accounting firm, and the principles and methodologies two accounting firms will designate a third accounting firm to act as were used in preparing Schedule 1.1(109)the Accounting Firm. (bC) BuyerBuyer and the Company will enter into reasonable and customary arrangements for the services to be rendered by the Accounting Firm under this Section 1.4(c), such services to be provided in the Accounting Firm’s capacity as an accounting expert and not an arbitrator. The Accounting Firm shall be directed to determine as promptly as practicable (and Buyer and the Company shall use commercially reasonable efforts to cause such determination of Closing Date Working Capital shall become final and binding on the Parties to occur within thirty (30) days days) the resolution of the Disputed Closing Date Balance Sheet Line Items. In making any determination of the Disputed Closing Date Balance Sheet Line Items, the Accounting Firm may not assign 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, and the Accounting Firm may only make a determination regarding the matters in dispute between Buyer and the Company. Buyer and the Company shall each furnish to the Accounting Firm such work papers and other documents and information relating to the Disputed Closing Date Balance Sheet Line Items, and shall provide access to personnel and answer questions, as such Accounting Firm may reasonably request. The determination of the Disputed Closing Date Balance Sheet Line Items by the Accounting Firm shall be set forth in writing and shall be final, conclusive and binding on Buyer and the Company for purposes of determining the Closing Date Balance Sheet, absent fraud or manifest error, and shall be based solely on the terms of this Agreement and the written submissions by Buyer and the Company and not by independent review or investigation. The Parties agree that judgment may be entered upon the award of the Accounting Firm in any court having jurisdiction pursuant to Section 8.15 hereof. (D) Subject to the next sentence, each Party shall be responsible for its own fees and expenses incurred in connection with this Section 1.4(c). Buyer and the Company shall each pay one half of the fees and expenses payable to the Accounting Firm in connection with resolving any dispute under this Section 1.4(c), except that in the event that one Party’s determination of the Disputed Closing Date Balance Sheet Line Items as a whole varies by 20% or more from the determination of the Disputed Closing Date Balance Sheet Line Items as a whole by the Accounting Firm hereunder, then such Party shall be solely responsible for the fees and expenses of the Accounting Firm. (E) Promptly following (x) the Disputed Closing Date Balance Sheet Line Items have been finally determined or (y) the Closing Date Balance Sheet has been finally determined pursuant to Section 1.4(c)(ii)(B), Buyer shall prepare, and deliver to the Company, the Closing Date Balance Sheet and the calculation of the Closing Payment, as adjusted by, as applicable (1) increasing the amount thereof by the excess, if any, of the Closing Working Capital shown on the Closing Date Balance Sheet over the Target Working Capital, or (2) decreasing the amount thereof by the excess, if any, of the Target Working Capital over the Closing Working Capital shown on the Closing Date Balance Sheet (the Closing Payment, as so adjusted, being hereinafter referred to as the “Final Closing Payment”), whereupon the following payment shall be made as hereinafter provided: (1) if the Final Closing Payment exceeds the Closing Payment by $50,000 or more, then Buyer shall pay to the Company an amount in cash equal to such excess, in accordance with such payment instructions as the Company shall designate; or (2) if the Closing Payment exceeds the Final Closing Payment by $50,000 or more, then the Company shall pay to Buyer an amount in cash equal to such excess, in accordance with such payment instructions as Buyer shall designate; provided that, (3) for the avoidance of doubt, no payment shall be required under this Section 1.4(c) if the difference between the Target Working Capital and the Closing Working Capital shown on the Closing Date Balance Sheet, as finally determined, is less than $50,000.00. (F) Any amount payable pursuant to Section 1.4(c) shall be paid within five (5) Business Days after the delivery of the Closing Date Balance Sheet by Buyer unless Seller objects in good faith to Buyer’s preparation via wire transfer of the Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (the “Notice of Disagreement”). Following delivery of the Notice of Disagreement, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion shall be deemed to have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Seller and Buyer shall each submit such remaining disputes immediately available funds to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes account designated by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Partyrecipient thereof. (cG) If the Estimated Closing Working Capital is greater than the Closing Date Working Capital which has become final and binding on the Parties Payments pursuant to Section 2.6(b), Seller shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Buyer, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date 1.4(c) shall be treated for all purposes as adjustments to the date of paymentPurchase Price. (d) If the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b) is greater than the Estimated Closing Working Capital, Buyer shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Seller, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment.

Post-Closing Adjustment. (ai) Within ninety sixty (9060) days after the Closing Date, Buyer shall prepare and deliver to Seller (i) the Sellers’ Representative a statement setting forth its calculation of Closing Net Working Capital, which statement shall contain an internally-prepared balance sheet showing of the Working Capital Company and its Subsidiaries (on a consolidated basis) as of the Closing Date and a calculation of Closing Net Working Capital (the “Closing Date Balance SheetNet Working Capital Statement”) prepared in accordance with GAAP as used in the preparation of the Sample Working Capital Statement, as modified by the Agreed Accounting Principles, and in a format substantially similar to the Sample Working Capital Statement. (ii) The post-closing adjustment shall be an amount equal to the Closing Net Working Capital minus the Estimated Closing Net Working Capital (the “Post-Closing Adjustment”). If the Post-Closing Adjustment is a positive number, Buyer shall pay to the Sellers’ Representative (on behalf of the Sellers) an aggregate amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, then Buyer shall be entitled to receive such amount from the Working Capital Escrow Amount in accordance with the Escrow Agreement. To the extent the amount owed to Buyer exceeds the Working Capital Escrow Amount, the Sellers’ Representative shall pay to Buyer (on behalf of the Sellers) the amount of such excess. (iii) The Sellers’ Representative and Buyer hereby agree that, following the final determination that any Post-Closing Adjustment is due and payable pursuant to Section 2.5(b)(ii) to Buyer, on the one hand, or the Sellers’ Representative (on behalf of the Sellers), on the other hand, in either case, the parties shall each cooperate with each other and shall use their best efforts to take such action as is necessary to promptly provide to the Escrow Agent such written direction as is necessary under the terms of the Escrow Agreement to (A) release such portion of the Working Capital Escrowed Amount as is necessary to satisfy the obligations of the parties pursuant to Section 2.5(b)(ii), and (iiB) a certificate setting forth (a) following such satisfaction of the Closing Date obligations of the parties pursuant to Section 2.5(b)(ii), to release the balance of the Working Capital Escrowed Amount, if any, to the Sellers’ Representative (calculated for the benefit of the Sellers) in accordance with the Closing Date Balance Sheet) and (b) the amount by which the Estimated Closing Working Capital exceeds, or is exceeded by, the Closing Date Working Capital. The Closing Date Balance Sheet shall be prepared in a manner consistent with GAAP. The Closing Date Balance Sheet shall be prepared in accordance with this Agreement by making appropriate adjustments to the items specified in Schedule 1.1(109), while maintaining consistency with the principles and methodologies as were used in preparing Schedule 1.1(109)Escrow Agreement. (b) Buyer’s determination of Closing Date Working Capital shall become final and binding on the Parties thirty (30) days after delivery of the Closing Date Balance Sheet by Buyer unless Seller objects in good faith to Buyer’s preparation of the Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (the “Notice of Disagreement”). Following delivery of the Notice of Disagreement, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion shall be deemed to have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Seller and Buyer shall each submit such remaining disputes to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Party. (c) If the Estimated Closing Working Capital is greater than the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b), Seller shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Buyer, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment. (d) If the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b) is greater than the Estimated Closing Working Capital, Buyer shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Seller, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment.

Post-Closing Adjustment. (a) Within ninety As promptly as practicable (90but in no event later than forty-five (45) days Business Days after the Closing Effective Date), Buyer Seller shall deliver to Seller (i) Purchaser a consolidated balance sheet showing for the Working Capital Business as of the Closing Effective Date (the “Closing Effective Date Consolidated Balance Sheet”)) and an accompanying closing statement (the “Closing Statement”) reasonably detailing Seller’s determination of the Reference Date Net Worth of the Business, the Effective Date Net Worth of the Business and (ii) a certificate setting forth (a) of the Closing difference between the Effective Date Working Capital (calculated Net Worth and the Reference Date Net Worth. It is understood that in accordance with preparing the Closing Effective Date Consolidated Balance Sheet, the Accounting Principles used for the preparation of the Financial Statements and Seller’s internal accounting policies and practices shall be applied consistent with past practice. The core of these Accounting Principles are shown in Schedule 2.0. During the said forty-five (45) Business Day period, Purchaser shall grant Seller and its accountants full access upon reasonable notice at all reasonable times during normal business hours to Purchaser’s books and records needed to prepare the Effective Date Consolidated Balance Sheet. The accounting procedures used to prepare the Effective Date Consolidated Balance Sheet shall include, at either Parties’ request, the joint taking of a physical inventory by the Parties and their independent public accountants at the first Business Day after the Effective Date; (b) the amount by which the Estimated Closing Working Capital exceeds, or is exceeded by, the Closing Effective Date Working Capital. The Closing Date Consolidated Balance Sheet and the calculation of the difference between the Effective Date Net Worth and the Reference Date Net Worth so delivered by Seller shall be prepared in a manner consistent with GAAP. The Closing Date Balance Sheet shall be prepared in accordance with this Agreement by making appropriate adjustments to the items specified in Schedule 1.1(109), while maintaining consistency with the principles and methodologies as were used in preparing Schedule 1.1(109). (b) Buyer’s determination of Closing Date Working Capital shall become final and binding on upon the Parties thirty (30) days after delivery unless a written notice of the Closing Date Balance Sheet by Buyer unless Seller objects in good faith to Buyer’s preparation of the Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writing, stating in reasonable detail their objection disagreement with respect thereto (hereinafter referred to as the “Notice of Disagreement”). Following , specifying in detail the nature and reasons of such disagreement, is notified by Purchaser to Seller within forty-five (45) Business Days following the date on which the Effective Date Consolidated Balance Sheet and the calculation of the difference between the Effective Date Net Worth and the Reference Date Net Worth is delivered; (c) if a Notice of Disagreement is notified as provided in Paragraph (b) preceding, during a period of thirty (30) Business Days following the delivery of such notice, Seller and Purchaser shall attempt to resolve any disagreement which they may have with respect to any matter specified in such Notice of Disagreement, and to lay down such solution in writing; (d) if, at the end of such 30-Business-Day period, any matters remain which are the subject matter of the Notice of Disagreement, Disagreement but on which Seller and Buyer agree Purchaser failed to cooperate reach an agreement in writing, then all of such matters to exchange information used which agreement is not so reached, will, at request of one Party, be submitted to prepare and reviewed by the Estimated Closing Working CapitalIndependent Accountant; (e) the Independent Accountant shall formally accept in writing the mandate to settle and determine the disputed matters as soon as possible after the date on which the disputed matters are submitted to it and – in accepting such mandate – shall expressly undertake in writing to: (i) consider only the disputed matters; (ii) determine the disputed matters by interpreting, Closing Date Working Capital if necessary any agreements between the Parties and the Notice of Disagreement. To the extent making any portion of adjustments required to the calculation of the Closing difference between the Effective Date Working Capital is not objected Net Worth and the Reference Date Net Worth; (iii) summarily justify in writing its determinations with respect to in each of the Notice of Disagreement, such items portion shall be deemed disputed matters; and (iv) to have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in carry out the Notice of Disagreement, but if they do not reach a final resolution above tasks (i) through (iii) within thirty (30) days after Business Days from the delivery acceptance of the Notice of Disagreement, Seller and Buyer shall each submit such remaining disputes to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that mandate; (f) the Independent Accountant shall be instructed have access to resolve all such disputes within thirty (30) days after the submission books, records, personnel and any other information of the disputes Parties to such Independent Accountant. The the maximum extent required, in its reasonable judgment and prior consultation of the Parties, to perform the services contemplated hereby; (g) upon resolution of the disputes by all disputed matters, the Independent Accountant shall be final, binding on, conclusive deliver to the Parties a revised Reference Date Net Worth and non-appealable by Effective Date Net Worth appropriately adjusted as described in the Parties. The costs and expenses preceding paragraph (e) (ii); (h) the determinations of the Independent Accountant prepared and delivered in accordance with the preceding paragraphs (e) (ii) and (g) shall be allocated between Buyer final and Seller in proportion to binding upon the relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted Parties for the resolution purposes of any disputes between the Parties prior Article 3.8 and shall not be subject to the engagement appeal; (i) all fees and disbursements of the Independent Accountant and (b) due in connection with the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Party. (c) If the Estimated Closing Working Capital is greater than the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b), Seller shall, within 5 days resolution of the Closing Date Working Capital becoming final disputed matters pursuant hereto and binding, make payment by wire transfer to Buyer, in immediately available funds in with the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment. (d) If the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b) is greater than the Estimated Closing Working Capital, Buyer shall, within 5 days provision of the Closing Date Working Capital becoming final services contemplated hereby shall be borne by Purchaser and binding, make payment by wire transfer to Seller, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of paymentSeller equally.

Post-Closing Adjustment. (a) Within ninety Seller, at its expense, shall prepare, in accordance with the accounting principles and procedures set forth in Exhibit E hereto (90the "Closing Balance Sheet Principles"), an estimated balance sheet of the Business as of the close of business on the Closing Date (the "Preliminary Closing Balance Sheet"). In addition, Seller shall prepare a report as of the Closing Date (the "Preliminary Closing Report") setting forth its estimate of the net assets of the Business as of the Closing Date (the "Preliminary Net Assets") as calculated in accordance with the Closing Balance Sheet Principles. Not later than two (2) business days prior to the Closing Date, Seller shall deliver to Buyer (i) the Preliminary Closing Balance Sheet and the Preliminary Closing Report and (ii) its estimate of the amount of the Closing Cash Payment. The Closing Cash Payment shall be equal to $150,000,000 (i) plus the amount, if any, by which the Preliminary Net Assets exceeds $58,000,000 or (ii) minus the amount, if any, by which $58,000,000 exceeds the Preliminary Net Assets. (b) As promptly as practicable following the Closing Date, Seller, at its expense, shall cause to be prepared in accordance with the Closing Balance Sheet Principles, a balance sheet of the Business as of the close of business on the Closing Date. This balance sheet (the "Final Closing Balance Sheet") shall be prepared by Seller and examined in accordance with the Closing Balance Sheet Principles and U.S. generally accepted auditing standards by Xxxxxx Xxxxxxxx LLP, independent auditors for Seller ("Xxxxxx Xxxxxxxx"), and delivered to Buyer, as soon after the Closing Date as possible, but in no event later than sixty (60) days after the Closing Date, Buyer and shall deliver to Seller be accompanied by a report prepared by Xxxxxx Xxxxxxxx (ithe "Final Closing Report") a balance sheet showing setting forth the Working Capital net assets of the Business as of the Closing Date (the “"Final Net Assets"). At Buyer's expense, Buyer and Price Waterhouse LLP, independent auditors for Buyer ("Price Waterhouse") shall have the opportunity to participate in the physical inventory taken in connection with the preparation and examination of the Final Closing Date Balance Sheet”), and to review such of the worksheets and other documents created or utilized by Seller and the related work papers of Xxxxxx Xxxxxxxx in connection with the preparation and examination of the Final Closing Balance Sheet as Buyer shall from time to time reasonably request. (iic) Recording fees, transfer taxes, and escrow fees incurred in connection with the conveyance of the Shares, Property, Real Property Leases, Subsidiary Real Property Leases (as hereafter defined) or personal property, including such taxes as are imposed by the Australian and New Zealand taxing authorities, shall be borne equally by Buyer and Seller and shall not be reflected as an asset or a liability on the Final Closing Balance Sheet. Costs associated with obtaining title insurance of the Property shall be the responsibility of Buyer. Sales and use taxes and all other similar taxes (other than income and franchise taxes) and all interest and penalties thereon incurred in connection with conveyance of the Property, Real Property Leases, Subsidiary Real Property Leases or personal property shall be borne equally by Buyer and Seller and shall not be reflected as an asset or a liability on the Final Closing Balance Sheet. Seller shall provide copies of the current or most recent property tax bills for the Property and, if available, for any leased properties, to Buyer prior to the Closing Date. After the Closing Date, any bills or requests for payment received by either Seller or Buyer in connection with the Business attributable to Taxes which have not been accrued on the Final Closing Balance Sheet and reflect in whole or part liabilities retained or assumed, respectively, by Seller on the one hand, or Buyer on the other, shall be allocated between Buyer and Seller in the manner described in Section 5.9 hereof, or as otherwise appropriate under the terms of this Agreement; provided, however, that neither party shall pay such xxxx without the prior written consent of the other party, which consent shall not be unreasonably withheld. (d) Buyer shall have 30 days following delivery to Buyer of the Final Closing Balance Sheet during which to notify Seller of any dispute of any item contained in the Final Closing Balance Sheet, which notice shall set forth in reasonable detail the basis for such dispute and shall be accompanied by a certificate setting forth (a) of Price Waterhouse that they concur with each of the posi- tions taken by Buyer in the notice that the Final Closing Date Working Capital (calculated Balance Sheet was not prepared in accordance with the Closing Date Balance Sheet) and (b) the amount by which the Estimated Closing Working Capital exceeds, or is exceeded bySheet Principles. If Buyer fails to notify Seller of any such dispute within such 30-day period, the Final Closing Date Working Capital. The Closing Date Balance Sheet shall be prepared deemed to be the agreed upon Final Closing Balance Sheet. In the event that Buyer shall so notify Seller of any dispute, Buyer and Seller shall cooperate in a manner consistent with GAAP. The good faith to resolve such dispute as promptly as possible, and upon such resolution, the Final Closing Date Balance Sheet shall be prepared in accordance with this Agreement by making appropriate adjustments to the items specified in Schedule 1.1(109), while maintaining consistency with the principles agreement of Buyer and methodologies as were used in preparing Schedule 1.1(109)Seller. (be) If Buyer and Seller are unable to resolve any such dispute within 15 days (or such longer period as Buyer and Seller shall mutually agree in writing) of Buyer’s 's delivery of such notice, such dispute shall be resolved by the Independent Accounting Firm (as hereafter defined), and such determination of Closing Date Working Capital shall become be final and binding on the Parties thirty (30) days after delivery of the Closing Date Balance Sheet by Buyer unless Seller objects in good faith to Buyer’s preparation of the Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (the “Notice of Disagreement”). Following delivery of the Notice of Disagreement, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion shall be deemed to have been accepted by Sellerparties. Seller and Buyer shall negotiate in good faith to resolve any objections noted in mutually select the Notice of DisagreementIndependent Accounting Firm, but if they do Seller and Buyer cannot reach a final resolution within thirty (30) days after mutually agree on the delivery identity of the Notice of DisagreementIndependent Accounting Firm, then Seller and Buyer shall each submit such remaining disputes to the other party's independent auditor the name of a national accounting firm other than the firm whose report accompanied the Final Closing Balance Sheet or Buyer's objections thereto and other than any firm that has in the prior two years provided services to Seller, Buyer or any of their respective Affiliates, and the Independent Accounting Firm in a revised Notice shall be selected by lot from these two firms by the independent auditors of Disagreement which details the remaining outstanding disputestwo parties. Seller and Buyer (If no national accounting firm shall use their commercially reasonable efforts be willing to cause serve as the Independent Accountant to resolve all disputes as soon as practicable; providedAccounting Firm, however, that the Independent Accountant then an arbitrator shall be instructed selected to resolve all serve as such, such disputes within thirty (30) days after the submission of the disputes selection to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion according to the relative difference between (aabove procedures.) the Closing Date Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties prior Any expenses relating to the engagement of the Independent Accountant Accounting Firm shall be shared equally by Buyer and (b) the Closing Date Working Capital as finally determined by the Independent AccountantSeller. The Independent Accountant will only consider those items and amounts set forth Accounting Firm shall be instructed to use every reasonable effort to perform its services within 15 days of submission of the Final Closing Balance Sheet to it and, in the revised Notice of Disagreement submitted by either Partyany case, as promptly as practicable after such submission. The Independent Accountant Final Closing Balance Sheet shall make its determination based solely on presentations and supporting material provided then be prepared by the Parties Buyer and not pursuant to any independent review, nor shall Seller based on the determination of the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any PartyAccounting Firm. (cf) If the Estimated Closing Working Capital is greater than The Purchase Price shall be equal to the Closing Date Working Capital Cash Payment (i) plus the amount, if any, by which has become final and binding on the Parties pursuant to Section 2.6(b)Final Net Assets exceed the Preliminary Net Assets or (ii) minus the amount, Seller if any, by which the Preliminary Net Assets exceed the Final Net Assets. Buyer or Seller, as the case may be, shall, within 5 10 business days after the final determination of the Final Closing Date Working Capital becoming final Balance Sheet pursuant to Sections 2.6(c) and binding2.6(d) hereof, make payment by wire transfer to Buyer, in immediately available funds in of the amount of such differencedifference as determined pursuant to the preceding sentence, together with interest thereon at a rate of 2% equal to the prime rate per annum on the date immediately preceding the date on which payment is to be made, as quoted by NationsBank, N.A., from the Closing Date to the date of payment. (d) If the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b) is greater than the Estimated Closing Working Capital, Buyer shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Seller, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment.

Post-Closing Adjustment. (a) Delivery of Closing Date Schedule. Within ninety (90) days after following the Closing Date, Buyer Purchaser, at its expense, shall prepare and deliver to Seller (i) the Sellers’ Representative a balance sheet showing the Working Capital as of the Closing Date schedule (the “Closing Date Balance SheetSchedule”), and (ii) a certificate setting forth a statement of (ai) the Closing Date Net Working Capital and reflecting all components (calculated in accordance with and the amounts thereof) necessary to compute the Closing Date Balance SheetNet Working Capital, (ii) and the Cash as of the Effective Time (bthe “Closing Date Cash Amount”), (iii) the amount by which of the Estimated Closing Working Capital exceedsCompany Transaction Expenses, or is exceeded by, (iv) the amount of the Closing Date Debt, and (v) the computation of the Final Base Purchase Price based on the foregoing. The Closing Date Net Working Capital reflected on the Closing Date Schedule will be determined in good faith on the same basis as used in the preparation of the Sample Working Capital. The Closing Date Balance Sheet shall be prepared in a manner consistent with GAAP. The Cash Amount reflected on the Closing Date Balance Sheet shall Schedule will be prepared determined in good faith and in accordance with this Agreement by making appropriate adjustments Agreement. The Sellers’ Representative shall have the right to review the items specified in Schedule 1.1(109), while maintaining consistency with the principles and methodologies as were used in preparing Schedule 1.1(109). (b) Buyer’s determination of Closing Date Working Capital shall become final and binding on the Parties thirty Schedule for a period of forty-five (3045) days after following the delivery of the Closing Date Balance Sheet Schedule by Buyer unless Seller objects Purchaser to the Sellers’ Representative (the “Review Period”). Purchaser shall make the work papers, back-up materials and books and records used in good faith preparing the Closing Date Schedule available to Buyer’s preparation the Sellers’ Representative and its accountants at reasonable times and upon reasonable notice following the delivery of the Closing Date Balance Sheet Schedule by Purchaser to the Sellers’ Representative hereunder. The Purchaser Parties and calculation Sellers agree that the purpose of preparing the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (Schedule and determining the “Notice of Disagreement”). Following delivery of the Notice of Disagreement, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Net Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of related purchase price adjustment contemplated by this Section 2.4 is to measure changes in the Closing Date Net Working Capital is not objected to against the Target Net Working Capital in accordance with GAAP applied on the same basis as that used by the Company in the Notice of Disagreement, such items portion shall be deemed to have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery preparation of the Notice of DisagreementSample Working Capital and the principles set forth on Exhibit B, Seller and Buyer shall each submit such remaining disputes not to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; providedintroduce any inconsistent accounting methods, howeverpolicies, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission principles or practices of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between Purchaser Parties (a) the Closing Date Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Partyotherwise). (c) If the Estimated Closing Working Capital is greater than the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b), Seller shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Buyer, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment. (d) If the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b) is greater than the Estimated Closing Working Capital, Buyer shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Seller, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment.

Post-Closing Adjustment. (ai) Within ninety (90) days after the Closing Date, Buyer Seller, acting pursuant to the Transition Services Agreement, shall prepare and deliver to Seller Buyer a statement (i) a the “Closing Working Capital Statement”), certified by the chief financial officer of Seller, setting forth its calculation of Closing Working Capital, which statement shall contain an unaudited consolidated balance sheet showing of the Working Capital Company as of the Closing Date (without giving effect to the “transactions contemplated herein). The Closing Date Balance Sheet”), and (ii) a certificate setting forth (a) the Closing Date Working Capital (Statement and the determinations and calculations contained therein shall be calculated in accordance with the Closing Date Balance SheetAccounting Principles and in the same manner as set forth in the Sample Working Capital Statement. (ii) and (b) After receipt of the amount by which the Estimated Closing Working Capital exceedsStatement, or is exceeded by, the Closing Date Working Capital. The Closing Date Balance Sheet Buyer shall be prepared in a manner consistent with GAAP. The Closing Date Balance Sheet shall be prepared in accordance with this Agreement by making appropriate adjustments to the items specified in Schedule 1.1(109), while maintaining consistency with the principles and methodologies as were used in preparing Schedule 1.1(109). (b) Buyer’s determination of Closing Date Working Capital shall become final and binding on the Parties have thirty (30) days after delivery of the Closing Date Balance Sheet by Buyer unless Seller objects in good faith to Buyer’s preparation of the Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (the “Notice Review Period”) to review the Closing Working Capital Statement. During the Review Period, Buyer and Buyer’s Accountants shall have full access to the books and records of Disagreementthe Company, the personnel of, and work papers prepared by, Seller or Seller’s Accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Seller’s possession or under Seller’s control) relating to the Closing Working Capital Statement as Buyer may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of Objections (defined below), provided, that such access shall be in a manner that does not interfere with the normal business operations of Seller or the Company. (iii) On or prior to the last day of the Review Period, Buyer may object to the Closing Working Capital Statement by delivering to Seller a written statement setting forth Buyer’s objections in reasonable detail, indicating each disputed item or amount and the basis for Buyer’s disagreement therewith (the “Statement of Objections”). Following delivery If Buyer fails to deliver the Statement of Objections before the expiration of the Notice of DisagreementReview Period, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Capital Statement and the Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of reflected in the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion Statement shall be deemed to have been accepted by SellerBuyer. If Buyer delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller and Buyer shall negotiate in good faith to resolve any such objections noted in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) 30 days after the delivery of the Notice Statement of DisagreementObjections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Working Capital and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding. (iv) If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”, and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to an impartial nationally recognized firm of independent certified public accountants other than Seller’s Accountants or Buyer’s Accountants to be appointed by mutual agreement of Buyer and Seller (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to the Closing Working Capital and the Closing Working Capital Statement. For the avoidance of doubt, the Independent Accountants shall only consider and have authority to resolve the Disputed Amounts and shall have no other rights or obligations with respect to any Undisputed Amounts, including but not limited, audit rights. The parties hereto agree that all adjustments shall be made in accordance with the Accounting Principles and without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Working Capital Statement and the Statement of Objections, respectively, the difference between which, in the aggregate, shall be referred to as the “Disputed Amount Range”. (v) Buyer and Seller shall each submit such remaining disputes to the Independent Accounting Firm in a revised Notice bear fifty percent (50%) of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs fees and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated by SellerAccountants; provided, as adjusted for the resolution of any disputes between the Parties prior to the engagement of that, if the Independent Accountant and Accountants determine the Disputed Amounts to be within ten percent (b) the Closing Date Working Capital as finally determined 10% measured by the Independent Accountant. The Independent Accountant will only consider those items and amounts Disputed Amount Range) of Buyer’s calculations as set forth in the revised Notice Statement of Disagreement submitted Objections, then Seller shall be responsible for all of the fees and expenses of Independent Accountants, and if the Independent Accountants determine the Disputed Amounts to be within ten percent (10% measured by either Partythe Disputed Amount Range) of the calculations set forth in the Closing Working Capital Statement, then Buyer shall bear all fees and expenses of the Independent Accountants. For purposes of clarification, if the Disputed Amount Range is $500,000 and the Independent Accountants’ determination of the Disputed Amounts is within $50,000 of the amounts reflected in the Statement of Objections, then Seller shall be responsible for all of the fees of the Independent Accountants. If the Independent Accountants’ determination of the Disputed Amounts is within $50,000 of the amounts reflected in the Closing Working Capital Statement, then Buyer shall be responsible for all of the fees of the Independent Accountants. (vi) The Independent Accountant Accountants shall make its a determination based solely on presentations as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and supporting material provided by their resolution of the Parties Disputed Amounts and their adjustments to the Closing Working Capital Statement or the Closing Working Capital shall be conclusive and binding upon the parties hereto. (vii) No later than five (5) Business Days after the expiration of the Review Period if Buyer does not pursuant to dispute any independent reviewitems in the Closing Working Capital Statement or, nor shall if Buyer disputes items in the Independent Accountant allow Closing Working Capital Statement, after all Disputed Amounts have been resolved in accordance with the Parties to conduct any discovery. In resolving any disagreement, provisions of this Section 2.04(b): (A) if the Independent Accountant may not assign any value to a disputed item Closing Working Capital is neither greater than the greatest value claimed for such disputed item by any Party or lesser Working Capital Cap nor less than lowest value claimed for such disputed item by any Party.the Working Capital Threshold, and no adjustment was effected pursuant to Section 2.04(a)(ii), then no amount shall be payable after Closing in respect of the Closing Working Capital; (cB) If if the Estimated Closing Working Capital is neither greater than the Working Capital Cap nor less than the Working Capital Threshold, and a Price Adjustment Increase was effected pursuant to Section 2.04(a)(ii), then Seller shall pay to Buyer an amount equal to such Price Adjustment Increase; (C) if the Closing Working Capital is neither greater than the Working Capital Cap nor less than the Working Capital Threshold, and a Price Adjustment Decrease was effected pursuant to Section 2.04(a)(ii), then Buyer shall pay to Seller an amount equal to such Price Adjustment Decrease; (D) if the Closing Working Capital is greater than the Closing Date Working Capital which has become final Cap, and binding on the Parties no adjustment was effected pursuant to Section 2.6(b2.04(a)(ii), then Buyer shall pay to Seller shall, within 5 days of an amount equal to the difference between the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Buyer, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from Working Capital Cap; (E) if the Closing Date to the date of payment. (d) If the Closing Date Working Capital which has become final is less than the Working Capital Threshold, and binding on the Parties no adjustment was effected pursuant to Section 2.6(b2.04(a)(ii), then Seller shall pay to Buyer an amount equal to the difference between the Closing Working Capital and the Working Capital Threshold; (F) if the Closing Working Capital is greater than the Estimated Working Capital Cap and a Price Adjustment Increase was effected pursuant to Section 2.04(a)(ii), then an amount equal to the result obtained by subtracting (x) the Price Adjustment Increase from (y) an amount equal to the difference between the Closing Working CapitalCapital and the Working Capital Cap, shall be paid (1) by Buyer shallto Seller if such amount is a positive number, within 5 days of or (2) by Seller to Buyer, if such amount is a negative number; (G) if the Closing Date Working Capital becoming final is greater than the Working Capital Cap and bindinga Price Adjustment Decrease was effected pursuant to Section 2.04(a)(ii), make payment then an amount equal to the sum of (x) the Price Adjustment Decrease plus (y) an amount equal to the difference between the Closing Working Capital and the Working Capital Cap, shall be paid by Buyer to Seller; (H) if the Closing Working Capital is less than the Working Capital Threshold and a Price Adjustment Decrease was effected pursuant to Section 2.04(a)(ii), then an amount equal to the result obtained by subtracting (x) the Price Adjustment Decrease from (y) an amount equal to the difference between the Closing Working Capital and the Working Capital Threshold, shall be paid (1) by Seller to Buyer if such amount is a negative number, or (2) by Buyer to Seller if such amount is a positive number; (I) if the Closing Working Capital is less than the Working Capital Threshold and a Price Adjustment Increase was effected pursuant to Section 2.04(a)(ii), then Seller shall pay to Buyer an amount equal to the sum of (x) the Price Adjustment Increase plus (y) an amount equal to the difference between the Closing Working Capital and the Working Capital Threshold. All payments under this Section 2.04(b) shall be made by wire transfer to Seller, in of immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of paymentfunds.

Post-Closing Adjustment. (a) Within ninety (90) 60 days after the Closing Date, Buyer the Purchaser shall prepare and deliver to Seller the Sellers a statement (ithe “Closing Working Capital Statement”) a setting forth its calculation of the Closing Working Capital and Company Cash which statement shall contain an audited balance sheet showing of the Working Capital Company as of the Closing Date (without giving effect to the “transactions contemplated herein) which audit shall be in accordance with GAAP, a calculation of Closing Date Balance Sheet”)Working Capital and Company Cash, a reconciliation of the audited balance sheet to a balance sheet prepared using the Accounting Principles used prior to the Closing and (ii) a certificate setting forth (a) of the Chief Financial Officer of the Purchaser that the Closing Date Working Capital (calculated Statement and the reconciled balance sheet were prepared in accordance with the Closing Date Balance Sheet) Accounting Principles applied using the same accounting methods, practices, principles, policies and (b) procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the amount by which preparation of the Estimated Audited Financial Statements for the most recent fiscal year end as if such Closing Working Capital exceedsStatement was being prepared and audited as of a fiscal year end. For the purposes of the Closing Working Capital Statement, or is exceeded by, payroll costs and invoices for expenses covering a period of time both prior to and after the Closing Date Working Capitalshould be allocated based on a time basis during the month, such that payroll costs and expenses relating to the period prior to Closing are borne by the Sellers and payroll costs and expenses relating to the period post Closing are borne by the Purchaser. The Closing Date Balance Sheet post-closing adjustment shall be prepared in an amount equal to the Closing Working Capital minus the Target Closing Working Capital plus the Excess Cash, if any (the “Post-Closing Adjustment”). If the Post-Closing Adjustment is a manner consistent with GAAPpositive number (an “Excess”), the Purchaser shall pay to the Sellers an amount equal to the Post-Closing Adjustment and if the Post-Closing Adjustment is a negative number (a “Shortfall”), the Sellers shall pay to the Purchaser an amount equal to the Post- Closing Adjustment. The Any payment of a Post-Closing Date Balance Sheet shall be prepared Adjustment (as finally determined in accordance with this Agreement by making appropriate adjustments to the items specified Section 2.3(b)) shall be paid in Schedule 1.1(109), while maintaining consistency accordance with the principles and methodologies as were used in preparing Schedule 1.1(109Section 2.3(c). (b) Buyer’s determination of Closing Date Working Capital shall become final and binding on the Parties thirty (30) days after delivery of the Closing Date Balance Sheet by Buyer unless Seller objects in good faith to Buyer’s preparation of the Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (the “Notice of Disagreement”). Following delivery of the Notice of Disagreement, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion shall be deemed to have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Seller and Buyer shall each submit such remaining disputes to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Party. (c) If the Estimated Closing Working Capital is greater than the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b), Seller shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Buyer, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment. (d) If the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b) is greater than the Estimated Closing Working Capital, Buyer shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Seller, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment.

Post-Closing Adjustment. (a) Within ninety (90) days after the Closing Date, Buyer The Purchase Price shall deliver to Seller (i) a balance sheet showing the Working Capital as of the Closing Date be increased or decreased (the “Closing Date Balance Sheet”), and (ii"Purchase Price Adjustment") on a certificate setting forth (a) the Closing Date Working Capital (calculated in accordance with the Closing Date Balance Sheet) and (b) dollar-for-dollar basis by an amount equal to the amount by which the Estimated Closing Date Net Working Capital exceeds, (as hereinafter defined) is in excess of or is exceeded by, less than the Closing Date Target Net Working CapitalCapital (as hereinafter defined). The Closing Date Balance Sheet payment of the Purchase Price Adjustment shall be prepared in a manner consistent with GAAP. The Closing Date Balance Sheet shall be prepared in accordance with this Agreement by making appropriate adjustments to the items specified in Schedule 1.1(109), while maintaining consistency with the principles and methodologies as were used in preparing Schedule 1.1(109). occur within three (b) Buyer’s determination of Closing Date Working Capital shall become final and binding on the Parties thirty (303) days after delivery the final determination of the Closing Date Balance Sheet Net Working Capital, or on such other date as shall be mutually agreed to in writing by Buyer unless Seller objects in good faith to Buyer’s preparation of the parties (the "Settlement Date"). If the Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (the “Notice of Disagreement”). Following delivery of the Notice of Disagreement, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion shall be deemed to have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Seller and Buyer shall each submit such remaining disputes to the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Party. (c) If the Estimated Closing Net Working Capital is greater than the Closing Date Target Net Working Capital which has become final and binding on Capital, the Parties pursuant Purchaser shall pay to Section 2.6(b), Seller shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to BuyerShareholders, in immediately available funds in the accordance with their Respective Ownership Percentages, an amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date equal to the date of payment. (d) Purchase Price Adjustment. If the Closing Date Net Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b) is greater less than the Estimated Closing Target Net Working Capital, Buyer shallthe Shareholders shall pay to the Purchaser, within 5 days in accordance with their Respective Ownership Percentages, an amount equal to the Purchase Price Adjustment. The term "Closing Date Net Working Capital" means the difference between the current assets and current liabilities of the Company, both computed in accordance with generally accepted accounting principles and both as disclosed on the Final Closing Balance Sheet (as hereinafter defined). For the avoidance of doubt, the Purchaser and the Shareholders acknowledge and agree that the current liabilities of the Company as of the close of business on the Closing Date Working Capital becoming final shall include the accrued federal, state and bindinglocal income taxes with respect to the Company's operations for the portion of the tax year of the Company ending on the Closing Date, make payment by wire transfer including any accrued taxes attributable to Sellerthe Company's sale or distribution of its marketable securities prior to the Closing Date. Furthermore, in immediately available funds in the Purchaser and the Shareholders agree that the current liabilities of the Company as of the close of business on the Closing Date shall include the amount of such difference, together $254,000 with interest thereon at a rate respect to the uninsured liability of 2% per annum from the Company for claims made after the Closing Date for acts, occurrences or events that occurred prior to the date of paymentClosing Date. The term Target Net Working Capital means an amount equal to $0.

Post-Closing Adjustment. (a) Within ninety (90) days after No later than the 60th day following the Closing Date, Buyer Parent will cause to be prepared and delivered to the Stockholder Representative a statement setting forth its calculation of the Closing Working Capital, which statement shall deliver to Seller (i) contain a consolidated balance sheet showing of the Working Capital Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Closing Working Capital (the “Closing Date Working Capital Statement”) and a certificate of the Parent that the Closing Working Capital Statement was prepared in accordance with the Agreed Accounting Principles. The Closing Working Capital Statement shall also set forth the variance, if any, between the Estimated Cash Balance Sheetand the actual amount of the cash and cash equivalents at the Closing Time (the “Actual Cash Balance”), and (ii) a certificate setting forth (a) the Closing Date Working Capital (calculated in accordance with the Closing Date Balance Sheet) and (b) the amount by which variance, if any, between the Estimated Closing Working Capital exceeds, or is exceeded by, Date Indebtedness and the actual Closing Date Working Capital. The Closing Date Balance Sheet shall be prepared in a manner consistent with GAAP. The Closing Date Balance Sheet shall be prepared in accordance with this Agreement by making appropriate adjustments to the items specified in Schedule 1.1(109), while maintaining consistency with the principles and methodologies Indebtedness as were used in preparing Schedule 1.1(109). (b) Buyer’s determination of Closing Date Working Capital shall become final and binding on the Parties thirty (30) days after delivery of the Closing Date Balance Sheet by Buyer unless Seller objects in good faith to Buyer’s preparation of the Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto Time (the “Notice of DisagreementActual Closing Date Indebtedness”). Following delivery of The post-closing adjustment shall be an amount equal to the Notice of Disagreement, Seller and Buyer agree to cooperate to exchange information used to prepare Closing Working Capital minus the Estimated Closing Working Capital, reduced by any negative difference between the Actual Cash Balance and the Estimated Cash Balance and any positive difference between Actual Closing Date Working Capital Indebtedness and Estimated Closing Date Indebtedness, and increased by any positive difference between the Actual Cash Balance and the Notice Estimated Cash Balance and any negative difference between Actual Closing Date Indebtedness and Estimated Closing Date Indebtedness (the “Post-Closing Adjustment”), as adjusted pursuant to Section 2.14(c)(iii), if applicable. (i) If the Post-Closing Adjustment is a negative number, the Stockholder Representative and Parent shall within three (3) Business Days of Disagreementthe final determination of the Post-Closing Adjustment (including any Review Period and/or Resolution Period as may be required pursuant to Section 2.14(c) below) issue joint written instructions directing the Escrow Agent to pay to Parent an amount equal to such excess (without deduction) out of the Escrow Account by wire transfer of immediately available funds to the account specified by Parent. (ii) If the Post-Closing Adjustment is a positive number, Parent will pay to the Paying Agent, on behalf of the holders of Outstanding Common Shares (other than the Dissenting Shares), an amount equal to (A) such excess (without deduction) multiplied by (B) a fraction, (I) the numerator of which is the Outstanding Common Shares minus the total number of Outstanding Common Shares that are Dissenting Shares and (II) the denominator of which is the Outstanding Common Shares. To Any amount payable by Parent to the Paying Agent pursuant to this Section 2.14(b)(ii) will be paid within three (3) Business Days of the final determination of the Post-Closing Adjustment (including any Review Period and/or Resolution Period as may be required pursuant to Section 2.14(c) below) by wire transfer of immediately available funds to an account specified by the Paying Agent. The Paying Agent shall distribute to each holder of Outstanding Common Shares who has surrendered before such payment date his, her or its Certificate(s) and duly executed letter of transmittal (and to each holder of In-the-Money Options), such holder’s pro rata share of any payments pursuant to this Section 2.14(b)(ii) (based on the number of Outstanding Common Shares held by such holder (or underlying such holder’s In-the-Money Options) in relation to all Outstanding Common Shares). If and to the extent any portion there are holders of Outstanding Common Shares who have not yet surrendered their Certificates, the Paying Agent shall distribute the remainder of the calculation of payment(s) pursuant to Section 2.9. Notwithstanding the Closing Date Working Capital is not objected to foregoing, in the Notice of Disagreement, such items portion shall be event any payments pursuant to this Section 2.14(b)(ii) are deemed to have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Seller and Buyer shall each submit such remaining disputes be compensation income to the Independent Accounting Firm in a revised Notice of Disagreement which details recipient thereof, Parent and the remaining outstanding disputes. Seller and Buyer Surviving Corporation shall use their commercially reasonable best efforts to cause ensure that such payments are properly processed through the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement of the Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any PartySurviving Corporation’s payroll system. (ciii) If the Estimated Closing Working Capital is greater than the Closing Date Working Capital which has become final and binding on the Parties Any payments made pursuant to this Section 2.6(b), Seller shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Buyer, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date 2.14(b) shall be treated as an adjustment to the date of paymentMerger Consideration by the parties for Tax purposes, unless otherwise required by Law. (d) If the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b) is greater than the Estimated Closing Working Capital, Buyer shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Seller, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment.

Post-Closing Adjustment. (a) Within ninety (90) days after Following the Closing DateClosing, Buyer shall deliver prepare or cause to Seller (i) a balance sheet showing the Working Capital as of the Closing Date be prepared, in accordance with GAAP, an unaudited statement (the “Closing Date Balance SheetStatement of Net Working Capital”), and (ii) of Closing Net Working Capital. Buyer shall cause a certificate setting forth (a) copy of the Closing Date Statement of Net Working Capital to be delivered to the Seller Representative and IPG as soon as practicable following the Closing, but not later than 30 days after being provided by the Seller Representative with a balance sheet of the Company as of close of business on the day prior to the Closing Date. Parent Shareholders shall cooperate with and reasonably assist Buyer, and shall make available to Buyer the books, records, personnel and properties of Parent (calculated if not in accordance with Buyer’s possession) that Buyer reasonably requires in order to prepare and deliver the Closing Date Balance Sheet) and (b) the amount by which the Estimated Closing Statement of Net Working Capital exceeds, or is exceeded by, Capital. For purposes of the Closing Date Statement of Net Working Capital. The Closing Date Balance Sheet , Buyer shall be prepared treat the adjustment for current portion of mandatorily redeemable convertible preferred units as shown on the Projected Net Working Capital in a the same manner consistent with GAAP. The Closing Date Balance Sheet shall be prepared in accordance with this Agreement by making appropriate adjustments to as such adjustment is shown on the items specified in Schedule 1.1(109), while maintaining consistency with the principles and methodologies as were used in preparing Schedule 1.1(109)Projected Net Working Capital. (b) Buyer’s determination of Closing Date Working Capital The Seller Representative shall become final and binding on the Parties thirty (30) have 30 days after following delivery of the Closing Date Balance Sheet Statement of Net Working Capital (the “Objection Period”) to provide written notice to Buyer (the “Objection Notice”) of any good faith objection to any portion of the Closing Date Statement of Net Working Capital relating to the calculation of the Closing Net Working Capital, which objection shall be set forth with reasonable detail in such Objection Notice; provided, however, notwithstanding anything in this Agreement to the contrary, the parties acknowledge and agree that if the disputed portions of the Closing Date Statement of Net Working Capital shall be less than Twenty Thousand Dollars ($20,000.00) in aggregate, then (A) no such Objection Notice shall be delivered to Buyer and (B) the Closing Date Statement of Net Working Capital as prepared by Buyer unless shall be deemed final and undisputed. During the Objection Period, the Seller objects Representative and its accountants will be permitted to examine the work papers and all back-up materials and memoranda used or generated in good faith to Buyer’s connection with the preparation of the Closing Date Balance Sheet Statement of Net Working Capital and calculation such other documents as the Seller Representative may reasonably request in connection with its review of the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (the “Notice Statement of Disagreement”). Following delivery of the Notice of Disagreement, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Net Working Capital, Closing Date Working Capital and shall be provided access during normal business hours to the Notice of Disagreement. To the extent any portion personnel of the calculation Company for the purpose of reviewing and ascertaining the accuracy of the Closing Date Statement of Net Working Capital. Unless the Seller Representative delivers an Objection Notice before the expiration of the Objection Period, the Closing Date Statement of Net Working Capital is not objected to in (and the Notice of Disagreement, such items portion Closing Net Working Capital reflected thereon or calculated therefrom) shall be deemed to have been accepted and approved by SellerSellers and shall thereafter be final and binding upon Sellers for purposes of any post-closing adjustment set forth in this Section 2.4 (and any amounts to be paid pursuant to Section 2.4(g) shall thereupon be paid). Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice of DisagreementIn addition, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Seller and Buyer shall each submit such remaining disputes to the Independent Accounting Firm in a revised Notice extent any portion of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs and expenses of the Independent Accountant shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Statement of Net Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties prior to the engagement or of the Independent Accountant calculation of the Closing Net Working Capital shall not be expressly objected to in the Objection Notice, such matters shall be deemed to have been accepted and approved by Sellers and shall be final and binding upon Sellers for purposes hereof (band any amounts to be paid pursuant to Section 2.4(g) shall thereupon be paid). If the Seller Representative timely delivers an Objection Notice before the expiration of the Objection Period, then those aspects of the Closing Date Statement of Net Working Capital as finally determined by the Independent Accountant. The Independent Accountant will only consider those items and amounts set forth objected to in the revised Objection Notice of Disagreement submitted by either Partyshall not thereafter be final and binding until resolved in accordance with this Section 2.4. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Party.15 (c) Following receipt of any Objection Notice, Buyer and the Seller Representative shall discuss in good faith the applicable objections set forth therein for a period of not to exceed 20 days thereafter and shall, during such period, attempt to resolve the matter or matters in dispute by mutual written agreement. If Buyer and the Estimated Closing Working Capital is greater than Seller Representative reach such an agreement, such agreement shall be confirmed in writing and shall revise the Closing Date Statement of Net Working Capital to reflect such agreement, which has become agreement (and Closing Date Statement of Net Working Capital, as so revised, including the Closing Net Working Capital reflected thereon or calculated therefrom) shall thereafter be final and binding on the Parties upon Sellers and Buyer for purposes of any post-closing adjustment set forth in this Section 2.4 (and any amounts to be paid pursuant to Section 2.6(b2.4(g) shall thereupon be paid), Seller shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Buyer, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment. (d) If the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b) is greater than the Estimated Closing Working Capital, Buyer shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Seller, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment.

Post-Closing Adjustment. (ai) Within ninety (90) days after the Closing Date, Buyer Seller, acting pursuant to the Transition Services Agreement, shall prepare and deliver to Seller Buyer a statement (i) a the “Closing Working Capital Statement”), certified by the chief financial officer of Seller, setting forth its calculation of Closing Working Capital, which statement shall contain an unaudited consolidated balance sheet showing of the Working Capital Company as of the Closing Date (without giving effect to the “transactions contemplated herein). The Closing Date Balance Sheet”), and (ii) a certificate setting forth (a) the Closing Date Working Capital (Statement and the determinations and calculations contained therein shall be calculated in accordance with the Closing Date Balance SheetAccounting Principles and in the same manner as set forth in the Sample Working Capital Statement. (ii) and (b) After receipt of the amount by which the Estimated Closing Working Capital exceedsStatement, or is exceeded by, the Closing Date Working Capital. The Closing Date Balance Sheet Buyer shall be prepared in a manner consistent with GAAP. The Closing Date Balance Sheet shall be prepared in accordance with this Agreement by making appropriate adjustments to the items specified in Schedule 1.1(109), while maintaining consistency with the principles and methodologies as were used in preparing Schedule 1.1(109). (b) Buyer’s determination of Closing Date Working Capital shall become final and binding on the Parties have thirty (30) days after delivery of the Closing Date Balance Sheet by Buyer unless Seller objects in good faith to Buyer’s preparation of the Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (the “Notice Review Period”) to review the Closing Working Capital Statement. During the Review Period, Buyer and Buyer’s Accountants shall have full access to the books and records of Disagreementthe Company, the personnel of, and work papers prepared by, Seller and/or Seller’s Accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Seller’s possession or under Seller’s control) relating to the Closing Working Capital Statement as Buyer may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of Objections (defined below), provided, that such access shall be in a manner that does not interfere with the normal business operations of Seller or the Company. (iii) On or prior to the last day of the Review Period, Buyer may object to the Closing Working Capital Statement by delivering to Seller a written statement setting forth Buyer’s objections in reasonable detail, indicating each disputed item or amount and the basis for Buyer’s disagreement therewith (the “Statement of Objections”). Following delivery If Buyer fails to deliver the Statement of Objections before the expiration of the Notice of DisagreementReview Period, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Capital Statement and the Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of reflected in the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion Statement shall be deemed to have been accepted by SellerBuyer. If Buyer delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller and Buyer shall negotiate in good faith to resolve any such objections noted in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) 30 days after the delivery of the Notice Statement of DisagreementObjections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Working Capital and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding. (iv) If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”, and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to an impartial nationally recognized firm of independent certified public accountants other than Seller’s Accountants or Buyer’s Accountants to be appointed by mutual agreement of Buyer and Seller (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to the Closing Working Capital and the Closing Working Capital Statement. For the avoidance of doubt, the Independent Accountants shall only consider and have authority to resolve the Disputed Amounts and shall have no other rights or obligations with respect to any Undisputed Amounts, including but not limited, audit rights. The parties hereto agree that all adjustments shall be made in accordance with the Accounting Principles and without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Working Capital Statement and the Statement of Objections, respectively, the difference between which, in the aggregate, shall be referred to as the “Disputed Amount Range”. (v) Buyer and Seller shall each submit such remaining disputes to the Independent Accounting Firm in a revised Notice bear fifty percent (50%) of Disagreement which details the remaining outstanding disputes. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disputes as soon as practicable; provided, however, that the Independent Accountant shall be instructed to resolve all such disputes within thirty (30) days after the submission of the disputes to such Independent Accountant. The resolution of the disputes by the Independent Accountant shall be final, binding on, conclusive and non-appealable by the Parties. The costs fees and expenses of the Independent Accountant Accountants; provided, that, if the Independent Accountants determine the Disputed Amounts to be within ten percent (10% measured by the Disputed Amount Range) of Buyer’s calculations as set forth of the Statement of Objections, then Seller shall be allocated between Buyer and Seller in proportion to the relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted responsible for the resolution of any disputes between the Parties prior to the engagement all of the fees and expenses of Independent Accountant Accountants, and if the Independent Accountants determine the Disputed Amounts to be within ten percent (b) the Closing Date Working Capital as finally determined 10% measured by the Independent Accountant. The Independent Accountant will only consider those items and amounts Disputed Amount Range) of the calculations set forth in the revised Notice Closing Working Capital Statement, then Buyer shall bear all fees and expenses of Disagreement submitted by either Partythe Independent Accountants. For purposes of clarification, if the Disputed Amount Range is $500,000 and the Independent Accountants’ determination of the Disputed Amounts is within $50,000 of the amounts reflected in the Statement of Objections, then the Seller shall be responsible for all of the fees of the Independent Accountants. If the Independent Accountants’ determination of the Disputed Amounts is within $50,000 of the amounts reflected in the Closing Working Capital Statement, then the Buyer shall be responsible for all of the fees of the Independent Accountants. (vi) The Independent Accountant Accountants shall make its a determination based solely on presentations as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and supporting material provided by their resolution of the Parties Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Closing Working Capital shall be conclusive and binding upon the parties hereto. (vii) No later than five (5) Business Days after the expiration of the Review Period if Buyer does not pursuant to dispute any independent reviewitems in the Closing Working Capital Statement or, nor shall if Buyer disputes items in the Independent Accountant allow Closing Working Capital Statement, after all Disputed Items have been resolved in accordance with the Parties to conduct any discovery. In resolving any disagreement, provisions of this Section 2.04(b): (A) if the Independent Accountant may not assign any value to a disputed item Closing Working Capital is neither greater than the greatest value claimed for such disputed item by any Party or lesser Working Capital Cap nor less than lowest value claimed for such disputed item by any Party.the Working Capital Threshold, and no adjustment was effected pursuant to Section 2.04(a)(ii), then no amount shall be payable after Closing in respect of the Closing Working Capital; (cB) If if the Estimated Closing Working Capital is neither greater than the Working Capital Cap nor less than the Working Capital Threshold, and a Price Adjustment Increase was effected pursuant to Section 2.04(a)(ii), then Seller shall pay to Buyer an amount equal to such Price Adjustment Increase; (C) if the Closing Working Capital is neither greater than the Working Capital Cap nor less than the Working Capital Threshold, and a Price Adjustment Decrease was effected pursuant to Section 2.04(a)(ii), then Buyer shall pay to Seller an amount equal to such Price Adjustment Decrease; (D) if the Closing Working Capital is greater than the Closing Date Working Capital which has become final Cap, and binding on the Parties no adjustment was effected pursuant to Section 2.6(b2.04(a)(ii), then Buyer shall pay to Seller shall, within 5 days of an amount equal to the difference between the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Buyer, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from Working Capital Cap; (E) if the Closing Date to the date of payment. (d) If the Closing Date Working Capital which has become final is less than the Working Capital Threshold, and binding on the Parties no adjustment was effected pursuant to Section 2.6(b2.04(a)(ii), then Seller shall pay to Buyer an amount equal to the difference between the Closing Working Capital and the Working Capital Threshold; (F) if the Closing Working Capital is greater than the Estimated Working Capital Cap and a Price Adjustment Increase was effected pursuant to Section 2.04(a)(ii), then an amount equal to the result obtained by subtracting (x) the Price Adjustment Increase from (y) an amount equal to the difference between the Closing Working CapitalCapital and the Working Capital Cap, shall be paid (1) by Buyer shallto Seller if such amount is a positive number, within 5 days of or (2) by Seller to Buyer, if such amount is a negative number; (G) if the Closing Date Working Capital becoming final is greater than the Working Capital Cap and bindinga Price Adjustment Decrease was effected pursuant to Section 2.04(a)(ii), make payment then an amount equal to the sum of (x) the Price Adjustment Decrease plus (y) an amount equal to the difference between the Closing Working Capital and the Working Capital Cap, shall be paid by Buyer to Seller; (H) if the Closing Working Capital is less than the Working Capital Threshold and a Price Adjustment Decrease was effected pursuant to Section 2.04(a)(ii), then an amount equal to the result obtained by subtracting (x) the Price Adjustment Decrease from (y) an amount equal to the difference between the Closing Working Capital and the Working Capital Threshold, shall be paid (1) by Seller to Buyer if such amount is a negative number, or (2) by Buyer to Seller if such amount is a positive number; (I) if the Closing Working Capital is less than the Working Capital Threshold and a Price Adjustment Increase was effected pursuant to Section 2.04(a)(ii), then Seller shall pay to Buyer an amount equal to the sum of (x) the Price Adjustment Increase plus (y) an amount equal to the difference between the Closing Working Capital and the Working Capital Threshold. All payments under this Section 2.04(b) shall be made by wire transfer to Seller, in of immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of paymentfunds.