Common use of Post-Closing Adjustments Clause in Contracts

Post-Closing Adjustments. (A) Within ninety (90) days after the Closing Date, the Buyer shall prepare and deliver to the Representative a statement setting forth the Buyer’s calculation of Closing Net Working Capital and Closing Net Indebtedness, which statement shall contain a balance sheet of the Company as of the Closing Date (without giving effect to the Acquisition) and a calculation of Closing Net Working Capital (the “Closing Net Working Capital Statement”) and Closing Net Indebtedness (the “Closing Net Indebtedness Statement”). (B) During the Objections Statement Period (as defined below) and the Resolution Period (as defined below), the Buyer shall (i) give the Representative and its advisors and consultants reasonable access to the books, records, work papers, schedules, memoranda and other documents prepared or reviewed by the Buyer in connection with the preparation of the Closing Net Working Capital Statement and the Closing Net Indebtedness Statement (collectively, the “Preliminary Statements”) and (ii) cooperate with the Representative and its advisors and consultants, including the provision on a reasonably timely basis, following the request of the Representative, of information reasonably requested and access to personnel of the Company and Buyer that is necessary or useful in connection with analyzing the Preliminary Statements; provided, that such access does not unreasonably interfere with the business or operations of the Buyer or its Affiliates, including the Company and its Subsidiaries. If the Representative has any objections to the Preliminary Statements, the Representative shall deliver to the Buyer a statement setting forth its objections identifying with reasonable specificity the items with which the Representative disagrees and setting forth the amount in dispute and the reasons supporting the Representative’s positions (an “Objections Statement”). The Representative shall not challenge the Preliminary Statements on any basis other than as set forth in a timely delivered Objections Statement and shall be deemed to have agreed with all other items and amounts contained in the Preliminary Statements, except to the extent of any new information learned by the Representative in the course of negotiations during the Resolution Period or during the proceedings referred to in clause (C) below. If an Objections Statement is not delivered to the Buyer within thirty (30) days after delivery of the Preliminary Statements (the “Objections Statement Period”), the Preliminary Statements shall be final, binding and non-appealable by the parties hereto. (C) The Representative and the Buyer shall negotiate in good faith to resolve any such objections contained in an Objections Statement delivered pursuant to Section 1.3(i)(ii)(B), but if they do not reach a final resolution within fifteen (15) Business Days after the delivery of the Objections Statement (the “Resolution Period”), the Representative and the Buyer shall submit such disputes to Deloitte, or, if Deloitte is unwilling or unable to fulfill such role, to an independent certified public accountant mutually acceptable to the Buyer and the Representative (the “Independent Accounting Firm”). If the Representative and the Buyer fail to agree on the identity of the Independent Accounting Firm, then each of the Representative and the Buyer shall be entitled to request that the President of the Israeli CPA Counsel appoint the Independent Accounting Firm. The Independent Accounting Firm shall designate a partner to handle the dispute, which partner shall be reasonably acceptable to the Buyer and Representative (the “Accounting Expert”). Each of the Representative and the Buyer shall be permitted to present a supporting brief to the Accounting Expert limited to detailing the Representative’s or the Buyer’s proposed resolution, as applicable, of each item identified in the Objections Statement that is still unresolved (which supporting brief shall also be concurrently provided to the other party) within ten (10) Business Days of the Accounting Expert’s engagement. Within ten (10) Business Days of receipt of a supporting brief, the receiving party may present a responsive brief to the Accounting Expert (which responsive brief shall also be concurrently provided to the other party) limited to the matters reflected in the brief to which it responds. Each of the Representative and Buyer may require that oral arguments will be presented by such party or its advisors or consultants to the Accounting Expert to supplement the supporting brief and in such case the Accounting Expert shall be required to schedule time for oral presentations in the presence of both parties and their advisors and consultants either in person or through teleconference; provided, however, that in no event shall such oral arguments be heard later than five (5) Business Days after delivery of the responsive brief. The oral arguments of the Representative and the Buyer shall be limited to the items identified in the Objections Statement that remain unresolved. The Accounting Expert shall consider only such written briefs, oral presentations and the Objections Statement in making its determination of those items and amounts that are identified in the Objections Statement and are still unresolved. The Accounting Expert’s determination will be based solely on the definitions of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained herein. The Accounting Expert shall deliver to the Buyer and the Representative, as promptly as practicable (but in any event no later than thirty (30) days from the date of engagement of the Accounting Expert), the Accounting Expert’s determination of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital (as applicable), including the Accounting Expert’s calculations of the components of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained in an Objections Statement delivered pursuant to Section 1.3(i)(ii)(B); provided, that such calculations of the disputed components shall not be outside the range established by the Buyer’s calculations pursuant to the Preliminary Statements, on the one hand, and the Representative’s calculations pursuant to the Objections Statement as may be supplemented as set forth above, on the other hand. The calculations of the Accounting Expert shall be final, binding on and non-appealable by the parties hereto other than in the event of fraud. The fees and expenses of the Accounting Expert shall be allocated among the parties as determined by the Accounting Expert. For the avoidance of doubt, any matter which is subject to the Post Closing Adjustment provisions of this Section 1.3 may not be subject to the indemnification provisions of this Agreement. This Section 1.3(i)(ii)(C) constitutes an arbitration agreement in accordance with the Israeli Arbitration Law-1968 (the “Arbitration Law”). (D) The “Post Closing Adjustment” shall be calculated based on (i) the Closing Net Working Capital as determined in accordance with this Section 1.3(i)(ii), and (ii) the Closing Net Indebtedness as determined in accordance with this Section 1.3(i)(ii). (E) If there is a positive difference between the Post-Closing Adjustment and the Closing Adjustment, then within five (5) Business Days from the earlier of (i) the date on which the Representative agrees in writing with the Closing Net Working Capital Statement and Closing Net Indebtedness Statement delivered by the Buyer, (ii) the last date on which an Objections Statement could have been sent, if no such Objections Statement shall have been sent, and (iii) the date on which the Accounting Expert renders his final decision, in accordance with Section 1.3(f)(iii)(C) (such date, the “Post Closing Adjustment Determination Date”), the Buyer shall deliver to the Paying Agent, in cash, an amount equal to such positive difference to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options according to the Payment Spreadsheet. Such distribution by the Paying Agent shall also include a distribution to the Banker, as set forth in the Payment Spreadsheet. (F) If there is a negative difference between the Post-Closing Adjustment and the Closing Adjustment, then within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall return to the Buyer, in cash, an amount equal to such negative difference from the Adjustment Fund. If the Adjustment Fund is insufficient to reimburse the Buyer the entire negative difference, then any excess amount of such negative difference shall be paid to the Buyer from the Escrow Fund. No Company Shareholder shall be required to return to the Buyer any amounts with respect to any such negative difference. (G) Within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall transfer any positive amount remaining in the Adjustment Fund to the Paying Agent to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options, as well as to the Banker, all as set forth in the Payment Spreadsheet.

Post-Closing Adjustments. The Base Purchase Price shall be subject to adjustment after the Closing Date as follows: (Aa) Within ninety (90) 60 days after the Closing Date, the Buyer shall prepare and deliver to the Representative Stockholder the Draft Closing Balance Sheet and a certificate based on such Draft Closing Balance Sheet setting forth Buyer’s calculation of the Closing Working Capital (the “Working Capital Certificate”). The Buyer shall prepare the Draft Closing Balance Sheet and Working Capital Certificate in accordance with GAAP applied on a basis consistent with the application of GAAP to the preparation of the Financial Statements. (b) At all reasonable times during the 90 days immediately following Stockholder’s receipt of the Draft Closing Balance Sheet and the Working Capital Certificate, Stockholder and his representatives shall be permitted to review the records of the Companies relating to the Draft Closing Balance Sheet and the Working Capital Certificate, and the Buyer shall direct any accountants engaged to prepare the Draft Closing Balance Sheet and the Working Capital Certificate, upon receipt of customary waivers, to permit Stockholder and his representatives to review such accountant’s work papers, if any, relating to the Draft Closing Balance Sheet and the Working Capital Certificate, in each case reasonably requested by Stockholder, and the Buyer shall make reasonably available to the Stockholder and his representatives the individuals employed by the Buyer and responsible for the preparation of the Draft Closing Balance Sheet and the Working Capital Certificate, in order to respond to the inquiries of the Stockholder relating thereto. The Stockholder shall deliver to the Buyer, by the Objection Deadline Date, either a notice indicating that the Stockholder accepts the Draft Closing Balance Sheet and the Buyer’s calculation of the Closing Working Capital delivered pursuant to Section 1.5(a) or a detailed statement describing its objections (if any) to the Draft Closing Balance Sheet and/or the calculation of the Closing Working Capital. If the Stockholder delivers to the Buyer a notice accepting the Draft Closing Balance Sheet and the Buyer’s calculation of the Closing Working Capital, or the Stockholder does not deliver a written objection to the Draft Closing Balance Sheet or the calculation of the Closing Working Capital by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Closing Balance Sheet shall be deemed to be the Final Closing Balance Sheet and the amount of Closing Working Capital as shown on the Working Capital Certificate shall be deemed to be the Final Closing Working Capital. If the Stockholder timely objects to the Draft Closing Balance Sheet or the Buyer’s calculation of the Closing Working Capital, such objections shall be resolved as follows: (i) The Buyer and the Stockholder shall first use reasonable efforts to resolve such objections. (ii) If the Buyer and the Stockholder do not reach a resolution of all objections set forth on the Stockholder’s statement of objections within 30 days after delivery of such statement of objections, the Buyer and the Stockholder shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Stockholder and the Accountant, to resolve the Unresolved Objections. (iii) The Buyer and the Stockholder shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Closing Balance Sheet and the Working Capital Certificate, a copy 2 of the statement of objections delivered by the Stockholder to the Buyer, and a statement setting forth the Buyer’s calculation resolution of Closing Net Working Capital any objections agreed to by the Buyer and Closing Net Indebtednessthe Stockholder. Each of the Buyer and the Stockholder shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which statement may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Stockholder may (but shall contain not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 75 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. (iv) Within 100 days after the date of its engagement hereunder, the Accountant shall determine whether or to what degree the objections raised by the Stockholder are correct and shall issue a ruling which shall include (A) a balance sheet sheet, consisting of the Company Draft Closing Balance Sheet as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Stockholder and pursuant to the Accountant’s resolution of the Unresolved Objections and (B) a calculation of the Closing Date (without giving effect to the Acquisition) and a calculation of Closing Net Working Capital based on the balance sheet described in clause (the “Closing Net Working Capital Statement”A) and Closing Net Indebtedness (the “Closing Net Indebtedness Statement”). (B) During the Objections Statement Period (as defined below) and the Resolution Period (as defined below), the Buyer shall (i) give the Representative and its advisors and consultants reasonable access to the books, records, work papers, schedules, memoranda and other documents prepared or reviewed by the Buyer in connection with the preparation of the Closing Net Working Capital Statement and the Closing Net Indebtedness Statement (collectively, the “Preliminary Statements”) and (ii) cooperate with the Representative and its advisors and consultants, including the provision on a reasonably timely basis, following the request of the Representative, of information reasonably requested and access to personnel of the Company and Buyer that is necessary or useful in connection with analyzing the Preliminary Statements; provided, that such access does not unreasonably interfere with the business or operations of the Buyer or its Affiliates, including the Company and its Subsidiariesthis sentence. If the Representative has any objections to the Preliminary Statements, the Representative shall deliver to the Buyer a statement setting forth its objections identifying with reasonable specificity the items with which the Representative disagrees and setting forth the amount in dispute and the reasons supporting the Representative’s positions (an “Objections Statement”). The Representative shall not challenge the Preliminary Statements on any basis other than as set forth in a timely delivered Objections Statement and Such balance sheet shall be deemed to have agreed with all other items be the “Final Closing Balance Sheet” and amounts contained in the Preliminary Statements, except amount of Closing Working Capital calculated based on such balance sheet shall be deemed to be the extent of any new information learned “Final Closing Working Capital.” (v) The resolution by the Representative in the course of negotiations during the Resolution Period or during the proceedings referred to in clause (C) below. If an Objections Statement is not delivered to the Buyer within thirty (30) days after delivery Accountant of the Preliminary Statements (the “Unresolved Objections Statement Period”), the Preliminary Statements shall be final, conclusive and binding and non-appealable by the parties hereto. (C) The Representative and the Buyer shall negotiate in good faith to resolve any such objections contained in an Objections Statement delivered pursuant to Section 1.3(i)(ii)(B), but if they do not reach a final resolution within fifteen (15) Business Days after the delivery of the Objections Statement (the “Resolution Period”), the Representative and the Buyer shall submit such disputes to Deloitte, or, if Deloitte is unwilling or unable to fulfill such role, to an independent certified public accountant mutually acceptable to upon the Buyer and the Representative (the “Independent Accounting Firm”). If the Representative and the Buyer fail to agree on the identity of the Independent Accounting Firm, then each of the Representative and the Buyer shall be entitled to request that the President of the Israeli CPA Counsel appoint the Independent Accounting FirmStockholder. The Independent Accounting Firm shall designate a partner to handle the dispute, which partner shall be reasonably acceptable to the Buyer and Representative (the “Accounting Expert”). Each of the Representative and the Buyer shall be permitted to present a supporting brief to the Accounting Expert limited to detailing the Representative’s or the Buyer’s proposed resolution, as applicable, of each item identified in the Objections Statement that is still unresolved (which supporting brief shall also be concurrently provided to the other party) within ten (10) Business Days of the Accounting Expert’s engagement. Within ten (10) Business Days of receipt of a supporting brief, the receiving party may present a responsive brief to the Accounting Expert (which responsive brief shall also be concurrently provided to the other party) limited to the matters reflected in the brief to which it responds. Each of the Representative and Buyer may require that oral arguments will be presented by such party or its advisors or consultants to the Accounting Expert to supplement the supporting brief and in such case the Accounting Expert shall be required to schedule time for oral presentations in the presence of both parties and their advisors and consultants either in person or through teleconference; provided, however, that in no event shall such oral arguments be heard later than five (5) Business Days after delivery of the responsive brief. The oral arguments of the Representative and the Buyer shall be limited to the items identified in the Objections Statement that remain unresolved. The Accounting Expert shall consider only such written briefs, oral presentations and the Objections Statement in making its determination of those items and amounts that are identified in the Objections Statement and are still unresolved. The Accounting Expert’s determination will be based solely on the definitions of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained herein. The Accounting Expert shall deliver to the Buyer and the Representative, as promptly as practicable (but Stockholder agree that the procedure set forth in this Section 1.5(b) for resolving disputes with respect to the Draft Closing Balance Sheet and/or the Working Capital Certificate shall be the sole and exclusive method for resolving any event no later than thirty (30) days such disputes; provided that this provision shall not prohibit either Party from instituting litigation to enforce the date of engagement ruling of the Accounting Expert), Accountant. (vi) MDS or the Accounting Expert’s determination of Stockholder shall pay the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital (as applicable), including the Accounting Expert’s calculations of the components of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained in an Objections Statement delivered pursuant to Section 1.3(i)(ii)(B); provided, that such calculations of the disputed components shall not be outside the range established by the Buyer’s calculations pursuant to the Preliminary Statements, on the one hand, and the Representative’s calculations pursuant to the Objections Statement as may be supplemented as set forth above, on the other hand. The calculations of the Accounting Expert shall be final, binding on and non-appealable by the parties hereto other than in the event of fraud. The fees and expenses of the Accounting Expert Accountant based upon the difference between the Draft Closing Balance Sheet and the Final Closing Balance Sheet or between the Working Capital Certificate and the Closing Working Capital, as follows: (1) if either of such difference is less than $50,000, the fees and expenses of the Accountant shall be allocated among the parties as determined solely borne by the Accounting Expert. For Stockholder; and (2) if either of such difference exceeds $50,000, the avoidance fees and expenses of doubtthe Accountant shall be solely borne by MDS. (c) Immediately upon the expiration of the Objection Deadline Date, any matter which is subject if no objection to the Post Draft Closing Adjustment provisions Balance Sheet or the calculation of the Closing Working Capital is made, or upon notification by the Stockholder to the Buyer that no objection to the Draft Closing Balance Sheet or the calculation of the Closing Working Capital will be made, or immediately upon final resolution of any dispute in connection with the determination of the Closing Working Capital pursuant to this Section 1.3 may 1.5, the Base Purchase Price shall be adjusted as follows: (i) If the Final Closing Working Capital is less than the Target Amount by $250,000 or more, such deficiency shall be deducted from the Base Purchase Price (at which point such deduction shall equal the entire amount of the deficiency, and not be subject to the indemnification provisions just amounts in excess of this Agreement. This Section 1.3(i)(ii)(C) constitutes an arbitration agreement in accordance with the Israeli Arbitration Law-1968 (the “Arbitration Law”$250,000). (Dii) The “Post If the Final Closing Adjustment” Working Capital is greater than the Target Amount by $250,000 or more, such excess shall be calculated based on added to the Base Purchase Price (i) at which point such addition shall equal the Closing Net Working Capital as determined in accordance with this Section 1.3(i)(ii)entire amount of the excess, and (ii) the Closing Net Indebtedness as determined not just amounts in accordance with this Section 1.3(i)(iiexcess of $250,000). (Ed) If there is The amount, if any, to be paid pursuant to Section 1.5(c)(i) shall be paid by the Stockholder to the Buyer not later than two business days following the Determination Date, first by delivery to Buyer of a positive difference between number of Escrow Shares determined by dividing the Post-amount of such deficiency by the Closing Adjustment Price, to the extent a sufficient number of Escrow Shares are available, and the Closing Adjustmentbalance, if any, shall then within five be payable to the Buyer directly by the Stockholder in shares of Buyer Common Stock (5) Business Days from the earlier of (i) the date on which the Representative agrees in writing with at an assumed 3 value per share equal to the Closing Net Working Capital Statement and Closing Net Indebtedness Statement delivered Price with any fractional share rounded to the nearest whole share) and/or in cash, by cashier’s or certified check or by wire transfer of immediately available funds to an account designated by the Buyer, (ii) the last date on which an Objections Statement could have been sent, if no such Objections Statement shall have been sent, and (iii) the date on which the Accounting Expert renders his final decision, in accordance with Section 1.3(f)(iii)(C) (such date, the “Post Closing Adjustment Determination Date”), the Buyer shall deliver to the Paying Agent, in cash, an amount equal to such positive difference to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options according to the Payment Spreadsheet. Such distribution by the Paying Agent shall also include a distribution to the Banker, as set forth in the Payment Spreadsheet. (Fe) If there is a negative difference between the Post-Closing Adjustment and the Closing AdjustmentThe amount, then within five (5if any, to be paid pursuant to Section 1.5(c)(ii) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall return to the Buyer, in cash, an amount equal to such negative difference from the Adjustment Fund. If the Adjustment Fund is insufficient to reimburse the Buyer the entire negative difference, then any excess amount of such negative difference shall be paid by the Buyer to the Stockholder not later than two business days following the Determination Date in shares of Buyer from the Escrow Fund. No Company Shareholder shall be required to return Common Stock (at an assumed value per share equal to the Buyer Closing Price with any amounts with respect to any such negative difference. (G) Within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall transfer any positive amount remaining in the Adjustment Fund fractional share rounded to the Paying Agent to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options, as well as to the Banker, all as set forth in the Payment Spreadsheetnearest whole share).

Post-Closing Adjustments. Buyer shall conduct a physical inventory of (Ai) Within ninety the Product Inventory as of the Effective Time, and (90ii) the inventory of the Transferred Subsidiaries other than the Product Inventory within five (5) Business Days following the Closing Date, to provide the information necessary for the determination of the Closing Net Working Capital as of the Closing Date. Seller shall provide Buyer with such access to the facility and such records as may be necessary for Buyer to conduct such physical inventory. Buyer shall allow representatives of Seller to observe, but not participate in, such inventory. As promptly as practicable after the Closing Date, and in any event not later than forty-five (45) days after the Closing Date, the Buyer shall prepare and deliver to the Representative Seller (i) a statement setting (the "Closing Statement"), which shall set forth in reasonable detail (A) the Buyer’s calculation of Closing Net Working Capital and Closing Net Indebtedness, which statement shall contain a balance sheet of the Company FMCL as of the Closing Date (without giving effect to the Acquisition) and a calculation of "Closing Net Working Capital FMCL"), the Net Working Capital LLC as of the Closing Date (the “"Closing Net Working Capital Statement”) and Closing Net Indebtedness (the “Closing Net Indebtedness Statement”). (B) During the Objections Statement Period (as defined below) and the Resolution Period (as defined below), the Buyer shall (i) give the Representative and its advisors and consultants reasonable access to the books, records, work papers, schedules, memoranda and other documents prepared or reviewed by the Buyer in connection with the preparation of the Closing Net Working Capital Statement and the Closing Net Indebtedness Statement (collectively, the “Preliminary Statements”) and (ii) cooperate with the Representative and its advisors and consultants, including the provision on a reasonably timely basis, following the request of the Representative, of information reasonably requested and access to personnel of the Company and Buyer that is necessary or useful in connection with analyzing the Preliminary Statements; provided, that such access does not unreasonably interfere with the business or operations of the Buyer or its Affiliates, including the Company and its Subsidiaries. If the Representative has any objections to the Preliminary Statements, the Representative shall deliver to the Buyer a statement setting forth its objections identifying with reasonable specificity the items with which the Representative disagrees and setting forth the amount in dispute and the reasons supporting the Representative’s positions (an “Objections Statement”). The Representative shall not challenge the Preliminary Statements on any basis other than as set forth in a timely delivered Objections Statement and shall be deemed to have agreed with all other items and amounts contained in the Preliminary Statements, except to the extent of any new information learned by the Representative in the course of negotiations during the Resolution Period or during the proceedings referred to in clause (C) below. If an Objections Statement is not delivered to the Buyer within thirty (30) days after delivery of the Preliminary Statements (the “Objections Statement Period”), the Preliminary Statements shall be final, binding and non-appealable by the parties hereto. (C) The Representative and the Buyer shall negotiate in good faith to resolve any such objections contained in an Objections Statement delivered pursuant to Section 1.3(i)(ii)(B), but if they do not reach a final resolution within fifteen (15) Business Days after the delivery of the Objections Statement (the “Resolution Period”), the Representative and the Buyer shall submit such disputes to Deloitte, or, if Deloitte is unwilling or unable to fulfill such role, to an independent certified public accountant mutually acceptable to the Buyer and the Representative (the “Independent Accounting Firm”). If the Representative and the Buyer fail to agree on the identity of the Independent Accounting Firm, then each of the Representative and the Buyer shall be entitled to request that the President of the Israeli CPA Counsel appoint the Independent Accounting Firm. The Independent Accounting Firm shall designate a partner to handle the dispute, which partner shall be reasonably acceptable to the Buyer and Representative (the “Accounting Expert”). Each of the Representative and the Buyer shall be permitted to present a supporting brief to the Accounting Expert limited to detailing the Representative’s or the Buyer’s proposed resolution, as applicable, of each item identified in the Objections Statement that is still unresolved (which supporting brief shall also be concurrently provided to the other party) within ten (10) Business Days of the Accounting Expert’s engagement. Within ten (10) Business Days of receipt of a supporting brief, the receiving party may present a responsive brief to the Accounting Expert (which responsive brief shall also be concurrently provided to the other party) limited to the matters reflected in the brief to which it responds. Each of the Representative and Buyer may require that oral arguments will be presented by such party or its advisors or consultants to the Accounting Expert to supplement the supporting brief and in such case the Accounting Expert shall be required to schedule time for oral presentations in the presence of both parties and their advisors and consultants either in person or through teleconference; provided, however, that in no event shall such oral arguments be heard later than five (5) Business Days after delivery of the responsive brief. The oral arguments of the Representative and the Buyer shall be limited to the items identified in the Objections Statement that remain unresolved. The Accounting Expert shall consider only such written briefs, oral presentations and the Objections Statement in making its determination of those items and amounts that are identified in the Objections Statement and are still unresolved. The Accounting Expert’s determination will be based solely on the definitions of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained herein. The Accounting Expert shall deliver to the Buyer and the Representative, as promptly as practicable (but in any event no later than thirty (30) days from the date of engagement of the Accounting Expert), the Accounting Expert’s determination of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital (as applicable), including the Accounting Expert’s calculations of the components of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained in an Objections Statement delivered pursuant to Section 1.3(i)(ii)(B); provided, that such calculations of the disputed components shall not be outside the range established by the Buyer’s calculations pursuant to the Preliminary Statements, on the one hand, and the Representative’s calculations pursuant to the Objections Statement as may be supplemented as set forth above, on the other hand. The calculations of the Accounting Expert shall be final, binding on and non-appealable by the parties hereto other than in the event of fraud. The fees and expenses of the Accounting Expert shall be allocated among the parties as determined by the Accounting Expert. For the avoidance of doubt, any matter which is subject to the Post Closing Adjustment provisions of this Section 1.3 may not be subject to the indemnification provisions of this Agreement. This Section 1.3(i)(ii)(C) constitutes an arbitration agreement in accordance with the Israeli Arbitration Law-1968 (the “Arbitration Law”). (D) The “Post Closing Adjustment” shall be calculated based on (i) the Closing Net Working Capital as determined in accordance with this Section 1.3(i)(iiLLC"), and Closing Debt Amount (ii) the Closing Net Indebtedness as determined in accordance with this Section 1.3(i)(ii). (E) If there is a positive difference between the Post-Closing Adjustment and the Closing Adjustment, then within five (5) Business Days from the earlier of (i) the date on which the Representative agrees in writing together with the Closing Net Working Capital Statement Capital, the "Actual Closing Amounts"), each prepared in accordance with the methodologies set forth on Exhibit C, and Closing Net Indebtedness Statement delivered by (B) its calculations of the Buyer, Adjustment Amount as described in Section 3.4(d); and (ii) a copy of the last date on which an Objections Statement could have been sentschedule of Actual Closing Amounts. Seller, if at no cost to Buyer, shall give to Buyer and its authorized representatives reasonable access to such Objections Statement shall have been sentemployees, offices, and (iii) other facilities and such books and records of Seller and the date on which Transferred Subsidiaries as are reasonably necessary to allow Buyer and its authorized representatives to prepare the Accounting Expert renders his final decisionAdjustment Amount in compliance with this Section 3.4. Buyer, in accordance with Section 1.3(f)(iii)(C) (such dateat no cost to Seller, the “Post Closing Adjustment Determination Date”), the Buyer shall deliver provide all information reasonably requested by Seller and shall give representatives of Seller reasonable access to the Paying Agentpremises, in cashemployees and other facilities of the Transferred Subsidiaries, an amount equal to such positive difference to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options according related to the Payment Spreadsheet. Such distribution by Business and to books and records of the Paying Agent shall also include a distribution Transferred Subsidiaries or related to the BankerBusiness as are reasonably necessary for purposes of reviewing, as set forth in the Payment Spreadsheet. (F) If there is a negative difference between the Post-Closing Adjustment verifying and the Closing Adjustment, then within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall return to the Buyer, in cash, an amount equal to such negative difference from auditing the Adjustment Fund. If the Adjustment Fund is insufficient to reimburse the Buyer the entire negative difference, then any excess amount of such negative difference shall be paid to the Buyer from the Escrow Fund. No Company Shareholder shall be required to return to the Buyer any amounts with respect to any such negative differenceAmount. (G) Within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall transfer any positive amount remaining in the Adjustment Fund to the Paying Agent to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options, as well as to the Banker, all as set forth in the Payment Spreadsheet.

Post-Closing Adjustments. (Aa) Within ninety (90) days Promptly after the Closing Date, and in any event not later than 60 days following the Closing Date, Buyer shall prepare and deliver to the Representative Company a written statement setting (the “Closing Statement”) which shall set forth in reasonable detail (i) Buyer’s good faith calculations of the actual amount of the Closing Cash, the actual amount of the Closing Indebtedness, the actual amount of any Company Transaction Expenses not (A) paid by a member of the Company Group prior to the Closing Date or (B) deducted in connection with the calculation of the Estimated Aggregate Purchase Price, and the actual amount of the Net Working Capital; and (ii) Buyer’s calculation of the Aggregate Purchase Price based on the Buyer’s recalculations of the Adjustments contained in the Closing Statement (the “Buyer’s Proposed Calculations”). The Closing Statement shall quantify in reasonable detail the items constituting the calculations of the Closing Cash, the Closing Indebtedness, the Company Transaction Expenses and the Net Working Capital included therein using the same line items and detail (to the extent applicable) that was set forth in the Closing Net Estimate and Funds Flow Statement and, in each case, calculated in accordance with the terms of this Agreement. (b) Buyer shall provide a reasonable level of supporting documentation for the Closing Statement. Prior to and following delivery by Buyer of the Closing Statement, Buyer shall provide the Company and its Representatives with prompt and reasonable access to the books and records of Buyer and its Subsidiaries, as the case may be, and any other document or information reasonably requested by the Company in order to allow the Company and its Representatives to verify the accuracy of the Buyer’s Proposed Calculations. (c) In the event that the Company does not object to Buyer’s Proposed Calculations by written notice of objection (the “Notice of Objection”) delivered to Buyer within 30 days after the Company’s receipt of the Closing Statement, the calculation of the Aggregate Purchase Price as set forth in Buyer’s Proposed Calculations shall be deemed final and binding. The Notice of Objection, if any, shall set forth, in reasonable detail: (i) the Company’s alternative calculations of any or all of the actual amount of the Closing Cash, the actual amount of the Closing Indebtedness, which statement shall contain the actual amount of any Company Transaction Expenses not (A) paid by a balance sheet member of the Company as of Group prior to the Closing Date or (without giving effect to B) deducted in connection with the Acquisition) and a calculation of Closing the Estimated Aggregate Purchase Price and the actual amount of the Net Working Capital Capital; and (ii) the Company’s alternative recalculation of the Adjustments contained in the Notice of Objection, in each case calculated in accordance with the terms of this Agreement (the “Closing Net Working Capital Statement”) and Closing Net Indebtedness (the “Closing Net Indebtedness StatementCompany’s Proposed Calculations”). (Bd) During If the Objections Statement Period (as defined below) and Company delivers a Notice of Objection to Buyer within the Resolution Period (as defined below30-day period referred to in Section 2.05(c), the Buyer shall then (i) give any amount of Buyer’s Proposed Calculations that is not in dispute on the Representative date such Notice of Objection is given shall be treated as final and its advisors and consultants reasonable access to the books, records, work papers, schedules, memoranda and other documents prepared or reviewed by the Buyer in connection with the preparation of the Closing Net Working Capital Statement and the Closing Net Indebtedness Statement (collectively, the “Preliminary Statements”) binding and (ii) cooperate any dispute with respect to Buyer’s Proposed Calculations (all such disputed amounts, the Representative “Disputed Amounts”) shall be resolved as follows: (i) The Company and its advisors and consultants, including Buyer shall promptly endeavor in good faith to resolve the provision on Disputed Amounts listed in the Notice of Objection. In the event that a reasonably timely basis, following written agreement determining the request Disputed Amounts has not been reached within 30 days after the date of receipt by Buyer from the Company of the RepresentativeNotice of Objection, of information reasonably requested and access to personnel of the Company and Buyer shall select a mutually acceptable and nationally recognized independent accounting firm (such firm, the “Independent Accounting Firm”) to resolve the Disputed Amounts in accordance with the provisions of this Section 2.05. The parties acknowledge that KPMG LLP is a mutually acceptable firm to be designated as the Independent Accounting Firm. (ii) The Independent Accounting Firm shall conduct its own review and verification of only those items set forth on the Closing Statement that remain Disputed Amounts after the parties’ efforts pursuant to clause (i) of this Section 2.05(d), and shall select either Buyer’s Proposed Calculations of the Disputed Amounts or the Company’s Proposed Calculations of the Disputed Amounts or an amount that is necessary or useful between the two proposed calculations. (iii) The Company and Buyer shall use their commercially reasonable best efforts to cause the Independent Accounting Firm to render a decision in connection accordance with analyzing the Preliminary Statements; providedthis Section 2.05, that such access does not unreasonably interfere along with the business or operations a statement of reasons therefor, within 30 days of the Buyer submission of the Disputed Amounts to the Independent Accounting Firm or its Affiliates, including a reasonable time thereafter. The decision of the Independent Accounting Firm shall be final and binding upon the Company and its Subsidiaries. If the Representative has any objections to the Preliminary Statements, the Representative shall deliver to the Buyer a statement setting forth its objections identifying with reasonable specificity the items with which the Representative disagrees and setting forth the amount in dispute and the reasons supporting the Representative’s positions (an “Objections Statement”). The Representative shall not challenge the Preliminary Statements on any basis other than as set forth in a timely delivered Objections Statement and shall be deemed to have agreed with all other items and amounts contained in the Preliminary Statements, except to the extent of any new information learned by the Representative in the course of negotiations during the Resolution Period or during the proceedings referred to in clause (C) below. If an Objections Statement is not delivered to the Buyer within thirty (30) days after delivery decision of the Preliminary Statements (the “Objections Statement Period”), the Preliminary Statements Independent Accounting Firm shall be constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by the parties heretoa court having jurisdiction thereover, absent manifest calculation error. (Civ) The Representative In the event the Company and Buyer submit any Disputed Amounts to the Independent Accounting Firm for resolution, (A) the Company and Buyer shall negotiate in good faith to resolve any such objections contained in an Objections Statement delivered pursuant to each pay their own costs and expenses incurred under this Section 1.3(i)(ii)(B), but if they do not reach 2.05; (B) the Company shall pay a final resolution within fifteen (15) Business Days after the delivery portion of the Objections Statement (fees and expenses of the “Resolution Period”)Independent Accounting Firm equal to the total amount of the fees and expenses of the Independent Accounting Firm multiplied by a fraction, the Representative and numerator of which is the Buyer shall submit such disputes to Deloitte, or, if Deloitte is unwilling or unable to fulfill such role, to an independent certified public accountant mutually acceptable amount of Disputed Amounts submitted to the Independent Accounting Firm that are resolved in favor of Buyer and (that being the Representative (difference between the “Independent Accounting Firm”). If the Representative ’s determination and the Buyer fail Company’s determination) and the denominator of which is the total amount of Disputed Amounts submitted to agree on the identity Independent Accounting Firm (that being the sum total by which Buyer’s determination and the Company’s determination differ from the determination of the Independent Accounting Firm, then each ); and (C) Buyer shall pay that portion of the Representative fees and the Buyer shall be entitled to request that the President expenses of the Israeli CPA Counsel appoint the Independent Accounting Firm. Firm that the Company is not required to pay hereunder. (e) The Independent Accounting Firm shall designate a partner act as an arbitrator to handle determine, based upon the dispute, which partner shall be reasonably acceptable to the Buyer and Representative (the “Accounting Expert”). Each of the Representative and the Buyer shall be permitted to present a supporting brief to the Accounting Expert limited to detailing the Representative’s or the Buyer’s proposed resolution, as applicable, of each item identified in the Objections Statement that is still unresolved (which supporting brief shall also be concurrently provided to the other party) within ten (10) Business Days of the Accounting Expert’s engagement. Within ten (10) Business Days of receipt of a supporting brief, the receiving party may present a responsive brief to the Accounting Expert (which responsive brief shall also be concurrently provided to the other party) limited to the matters reflected in the brief to which it responds. Each of the Representative and Buyer may require that oral arguments will be presented by such party or its advisors or consultants to the Accounting Expert to supplement the supporting brief and in such case the Accounting Expert shall be required to schedule time for oral presentations in the presence of both parties and their advisors and consultants either in person or through teleconference; provided, however, that in no event shall such oral arguments be heard later than five (5) Business Days after delivery of the responsive brief. The oral arguments of the Representative and the Buyer shall be limited to the items identified in the Objections Statement that remain unresolved. The Accounting Expert shall consider only such written briefs, oral presentations and the Objections Statement in making its determination of those items and amounts that are identified in the Objections Statement and are still unresolved. The Accounting Expert’s determination will be based solely on the definitions of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained herein. The Accounting Expert shall deliver to the Buyer and the Representative, as promptly as practicable (but in any event no later than thirty (30) days from the date of engagement of the Accounting Expert), the Accounting Expert’s determination of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital (as applicable), including the Accounting Expert’s calculations of the components of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained in an Objections Statement delivered pursuant to Section 1.3(i)(ii)(B); provided, that such calculations of the disputed components shall not be outside the range established by the Buyer’s calculations pursuant to the Preliminary Statements, on the one hand, and the Representative’s calculations pursuant to the Objections Statement as may be supplemented as set forth above, on the other hand. The calculations of the Accounting Expert shall be final, binding on and non-appealable by the parties hereto other than in the event of fraud. The fees and expenses of the Accounting Expert shall be allocated among the parties as determined by the Accounting Expert. For the avoidance of doubt, any matter which is subject to the Post Closing Adjustment provisions of this Section 1.3 may not 2.05, only the Disputed Amounts. The Independent Accounting Firm’s determination of each amount of the Disputed Amounts shall be subject to the indemnification provisions of this Agreement. This Section 1.3(i)(ii)(C) constitutes an arbitration agreement made in accordance with the Israeli Arbitration Law-1968 procedures set forth in Section 2.05(d). In no event shall the Independent Accounting Firm’s calculation of any Disputed Amount be (i) less than the “Arbitration Law”)lesser of the amount claimed by either Buyer or the Company or (ii) greater than the greater of the amount claimed by either Buyer or the Company. (Df) The “Post Closing Adjustment” shall be calculated based on Upon the determination, in accordance with Section 2.05(c) through Section 2.05(d)(iii), of the final calculations of the amounts of (i) the Closing Net Working Capital as determined in accordance with this Section 1.3(i)(ii), and Cash; (ii) the Closing Net Indebtedness as determined in accordance with this Section 1.3(i)(ii). (E) If there is a positive difference between the Post-Closing Adjustment and the Closing Adjustment, then within five (5) Business Days from the earlier of (i) the date on which the Representative agrees in writing with the Closing Net Working Capital Statement and Closing Net Indebtedness Statement delivered by the Buyer, (ii) the last date on which an Objections Statement could have been sent, if no such Objections Statement shall have been sent, and Indebtedness; (iii) the date on which Company Transaction Expenses not (A) paid by a member of the Accounting Expert renders his final decision, Company Group prior to the Closing Date or (B) deducted in accordance connection with Section 1.3(f)(iii)(Cthe calculation of the Estimated Aggregate Purchase Price; and (iv) (such datethe Net Working Capital, the “Post Closing Adjustment Determination Date”), Aggregate Purchase Price shall be recalculated using such finally determined amounts in lieu of the Buyer shall deliver to the Paying Agent, in cash, an amount equal to such positive difference to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options according to the Payment Spreadsheet. Such distribution by the Paying Agent shall also include a distribution to the Banker, as set forth amounts used in the Payment Spreadsheet. (F) If there is a negative difference between Closing Estimate and Funds Flow Statement. The term “Final Aggregate Purchase Price” means the Post-Closing Adjustment and the Closing Adjustment, then within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall return to the Buyer, in cash, an amount equal to such negative difference from the Adjustment Fund. If the Adjustment Fund is insufficient to reimburse the Buyer the entire negative difference, then any excess amount result of such negative difference shall be paid to recalculation of the Buyer from the Escrow Fund. No Company Shareholder shall be required to return to the Buyer any amounts with respect to any such negative differenceAggregate Purchase Price. (G) Within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall transfer any positive amount remaining in the Adjustment Fund to the Paying Agent to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options, as well as to the Banker, all as set forth in the Payment Spreadsheet.

Post-Closing Adjustments. The number of Merger Shares shall be ------------------------ subject to adjustment after the Closing Date as follows: (Aa) Within ninety As promptly as possible following the Closing Date, the Buyer shall cause PricewaterhouseCoopers LLP, independent public accountants for the Buyer (90) the "Buyer's Auditors"), to conduct an audit of the books and records of ---------------- the Company as of the Closing Date. Not later than 60 days after the Closing Date, the Buyer shall prepare and deliver to the Representative a statement setting forth cause the Buyer’s calculation of Closing Net Working Capital and Closing Net Indebtedness, which statement shall contain 's Auditors to deliver a balance sheet of the Company as of the Closing Date (without giving effect as corrected pursuant to Subsection 1.16(c), the "Closing Balance Sheet") to the Acquisition) Buyer and the Indemnification --------------------- Representative. The Closing Balance Sheet shall be prepared in accordance with the Company's past practice, without any adjustments applicable solely as a calculation result of the acquisition of the Company Shares by the Buyer on the Closing Net Working Capital (Date. The Closing Balance Sheet shall be accompanied by a statement prepared by the “Buyer's Auditors setting forth the basis for the determination of the items and values reflected on the Closing Net Working Capital Statement”) and Closing Net Indebtedness (the “Closing Net Indebtedness Statement”)Balance Sheet. (Bb) During The Indemnification Representative and one firm of independent certified accountants acting on behalf of the Objections Statement Period (as defined below) Holders and the Resolution Period Indemnification Representative (as defined below)the "Holders' Auditors") shall have the right to review the work ----------------- papers of the Buyer's Auditors utilized in preparing the Closing Balance Sheet, the Buyer and shall (i) give the Representative and its advisors and consultants reasonable have full access to the books, records, properties and personnel of the Company for purposes of verifying the accuracy and fairness of the presentation of the Closing Balance Sheet. The Holders shall work papers, schedules, memoranda in good faith and other documents prepared or reviewed by cooperate with the Buyer and the Buyer's Auditors in connection with the preparation of the Closing Net Working Capital Statement Balance Sheet and the resolution of any dispute in connection therewith pursuant to paragraph (c) below and the provisions of the Escrow Agreement. (c) The values or amounts for each item reflected on the Closing Net Indebtedness Statement (collectivelyBalance Sheet shall be binding upon the Holders and the Indemnification Representative unless the Indemnification Representative gives written notice within 30 days after receipt of the Closing Balance Sheet, of disagreement with any of the values or amounts shown on the Closing Balance Sheet, specifying as to each such item in reasonable detail, the “Preliminary Statements”) nature and extent of such disagreement (ii) cooperate with the Representative and its advisors and consultants, including the provision on a reasonably timely basis, following the request of the Representative, of information reasonably requested and access to personnel of the Company and Buyer that is necessary or useful in connection with analyzing the Preliminary Statements; provided, that such access does not unreasonably interfere with the business or operations of the Buyer or its Affiliates, including the Company and its Subsidiaries"Dispute Notice"). If the Representative has any objections to the Preliminary Statements, the Representative shall deliver to the Buyer a statement setting forth its objections identifying with reasonable specificity the items with which the Representative disagrees and setting forth the amount in dispute and the reasons supporting the Representative’s positions (an “Objections Statement”). The Indemnification -------------- Representative shall not challenge the Preliminary Statements on any basis other than as set forth in a timely delivered Objections Statement and shall be deemed to have agreed with all other items and amounts contained in the Preliminary Statements, except to the extent of any new information learned by the Representative in the course of negotiations during the Resolution Period or during the proceedings referred to in clause (C) below. If an Objections Statement is not delivered to the Buyer within thirty (30) days after delivery of the Preliminary Statements (the “Objections Statement Period”), the Preliminary Statements shall be final, binding and non-appealable by the parties hereto. (C) The Representative and the Buyer shall negotiate in good faith are unable to resolve any such objections contained disagreement within 30 days after the date of the Dispute Notice, the disagreement shall be submitted to arbitration in an Objections Statement delivered accordance with the provisions of Section 4(g) of the Escrow Agreement. If as a result of the resolution of any disputes by agreement pursuant to this Section 1.16 or by arbitration pursuant to Section 1.3(i)(ii)(B4(g) of the Escrow Agreement, any amount shown in the Closing Balance Sheet is determined to be erroneous, such erroneous amount shall be deleted from the Closing Balance Sheet and the correct amount shall be inserted in lieu thereof. The Closing Balance Sheet, as so corrected, shall constitute the Closing Balance Sheet for purposes of this Agreement. (d) The Buyer shall pay the fees and disbursements of the Buyer's Auditors. The fees and disbursements of the Holders' Auditors incurred in the review of the Closing Balance Sheet shall be paid by the Holders, in proportion to their percentage interests set forth in Section 1.16(d) of the Disclosure Schedule. The Buyer shall under no circumstances be liable for any fees or disbursements of the Holders' Auditors. (e) Immediately upon the expiration of the 30-day period for giving the Dispute Notice, if no Dispute Notice is given, or immediately upon the resolution of disputes, if any, pursuant to this Section 1.16 and the provisions of the Escrow Agreement, the aggregate number of Merger Shares issued to the Holders shall be adjusted as follows: (i) If the Working Capital of the Company (as defined below) on the Closing Date, as reflected on the Closing Balance Sheet, is less than $620,000 (the amount by which the Working Capital of the Company is less than $620,000 being referred to herein as the "Deficiency"), but if they do not reach a final resolution within fifteen (15) Business Days after the delivery of the Objections Statement (the “Resolution Period”), the Representative and the Buyer shall submit such disputes to Deloitte, or, if Deloitte is unwilling or unable to fulfill such role, to an independent certified public accountant mutually acceptable to the Buyer and the Representative (the “Independent Accounting Firm”). If the Representative and the Buyer fail to agree on the identity of the Independent Accounting Firm, then each of the Representative and the Buyer shall be ---------- entitled to request that the President of the Israeli CPA Counsel appoint the Independent Accounting Firm. The Independent Accounting Firm shall designate a partner to handle the dispute, which partner shall be reasonably acceptable to the Buyer and Representative (the “Accounting Expert”). Each of the Representative and the Buyer shall be permitted to present a supporting brief to the Accounting Expert limited to detailing the Representative’s or the Buyer’s proposed resolution, as applicable, of each item identified in the Objections Statement that is still unresolved (which supporting brief shall also be concurrently provided to the other party) within ten (10) Business Days of the Accounting Expert’s engagement. Within ten (10) Business Days of receipt of a supporting brief, the receiving party may present a responsive brief to the Accounting Expert (which responsive brief shall also be concurrently provided to the other party) limited to the matters reflected in the brief to which it responds. Each of the Representative and Buyer may require that oral arguments will be presented by such party or its advisors or consultants to the Accounting Expert to supplement the supporting brief and in such case the Accounting Expert shall be required to schedule time for oral presentations in the presence of both parties and their advisors and consultants either in person or through teleconference; provided, however, that in no event shall such oral arguments be heard later than five (5) Business Days after delivery of the responsive brief. The oral arguments of the Representative and the Buyer shall be limited to the items identified in the Objections Statement that remain unresolved. The Accounting Expert shall consider only such written briefs, oral presentations and the Objections Statement in making its determination of those items and amounts that are identified in the Objections Statement and are still unresolved. The Accounting Expert’s determination will be based solely on the definitions of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained herein. The Accounting Expert shall deliver to the Buyer and the Representative, as promptly as practicable (but in any event no later than thirty (30) days from the date of engagement of the Accounting Expert), the Accounting Expert’s determination of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital (as applicable), including the Accounting Expert’s calculations of the components of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained in an Objections Statement delivered pursuant to Section 1.3(i)(ii)(B); provided, that such calculations of the disputed components shall not be outside the range established by the Buyer’s calculations pursuant to the Preliminary Statements, on the one hand, and the Representative’s calculations pursuant to the Objections Statement as may be supplemented as set forth above, on the other hand. The calculations of the Accounting Expert shall be final, binding on and non-appealable by the parties hereto other than in the event of fraud. The fees and expenses of the Accounting Expert shall be allocated among the parties as determined by the Accounting Expert. For the avoidance of doubt, any matter which is subject to the Post Closing Adjustment provisions of this Section 1.3 may not be subject to the indemnification provisions of this Agreement. This Section 1.3(i)(ii)(C) constitutes an arbitration agreement in accordance with the Israeli Arbitration Law-1968 (the “Arbitration Law”). (D) The “Post Closing Adjustment” shall be calculated based on (i) the Closing Net Working Capital as determined in accordance with this Section 1.3(i)(ii), and (ii) the Closing Net Indebtedness as determined in accordance with this Section 1.3(i)(ii). (E) If there is a positive difference between the Post-Closing Adjustment and the Closing Adjustment, then within five (5) Business Days from the earlier of (i) the date on which the Representative agrees in writing with the Closing Net Working Capital Statement and Closing Net Indebtedness Statement delivered by the Buyer, (ii) the last date on which an Objections Statement could have been sent, if no such Objections Statement shall have been sent, and (iii) the date on which the Accounting Expert renders his final decisionreceive, in accordance with Section 1.3(f)(iii)(C) (such date1.16 and the provisions of the Escrow Agreement, the “Post number of Escrow Shares determined by dividing the Deficiency by the Average Closing Adjustment Determination Date”Price (the "Deficiency Shares"). ----------------- (ii) The term "Working Capital of the Company" is defined as the ------------------------------ excess of all cash, accounts receivable (net of allowances) and prepaid expenses of the Company over all accounts payable, accrued expenses and taxes payable of the Company, all as shown on the Closing Balance Sheet. The line items used to compute Working Capital of the Company are noted under the column "Operating Working Capital" in Section 1.16(e) of the Disclosure Schedule, which contains the Most Recent Balance Sheet (as defined below). (f) Immediately upon determination that the Buyer is to receive Deficiency Shares in accordance with Section 1.16(e), the Buyer shall deliver to the Paying Agent, in cash, an amount equal to such positive difference to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options according to the Payment Spreadsheet. Such distribution by the Paying Agent shall also include a distribution to the Banker, as set forth in the Payment Spreadsheet. (F) If there is a negative difference between the Post-Closing Adjustment and the Closing Adjustment, then within five (5) Business Days from the Post Closing Adjustment Determination Date, Indemnification Representative shall provide written instructions to the Escrow Agent shall return to release the Buyer, Deficiency Shares in cash, an amount equal to such negative difference from accordance with the Adjustment Fund. If the Adjustment Fund is insufficient to reimburse the Buyer the entire negative difference, then any excess amount provisions of such negative difference shall be paid to the Buyer from the Escrow Fund. No Company Shareholder shall be required to return to the Buyer any amounts with respect to any such negative differenceAgreement. (G) Within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall transfer any positive amount remaining in the Adjustment Fund to the Paying Agent to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options, as well as to the Banker, all as set forth in the Payment Spreadsheet.

Post-Closing Adjustments. The Merger Consideration shall be subject to adjustment after the Closing Date as specified in this Section 2.4(d). (Ai) Within ninety sixty (9060) days after the Closing Date, the Buyer shall prepare and deliver provide to the Shareholders’ Representative a statement setting forth (the Buyer’s calculation of “Post-Closing Statement”) of: (i) the Transaction Costs, (ii) the Closing Indebtedness, and (iii) the Closing Net Working Capital and Closing Net Indebtedness, which statement shall contain a balance sheet prepared in accordance with the terms of the Company as of the Closing Date (without giving effect to the Acquisition) and a calculation of Closing Net Working Capital (the “Closing Net Working Capital Statement”) and Closing Net Indebtedness (the “Closing Net Indebtedness Statement”)this Agreement. (Bii) During the Objections Statement Period (as defined below) and the Resolution Period (as defined below), the Buyer shall (i) give permit the Shareholders’ Representative and its advisors and consultants to have reasonable access to the books, records, work papers, schedules, memoranda books and other documents prepared records pertaining to or reviewed by the Buyer used in connection with the preparation of the Post-Closing Statement and Buyer’s calculation of the Transaction Costs, the Closing Indebtedness, and Closing Net Working Capital Capital, and (ii) provide the Shareholders’ Representative reasonable access to Buyer’s and the Company’s employees and accountants as reasonably requested by the Shareholders’ Representative. The Shareholders’ Representative shall notify Buyer of its acceptance or dispute of any amounts reflected on the Post-Closing Statement within forty-five (45) calendar days after the Shareholders’ Representative’s receipt of such statement (such 45-day period hereinafter referred to as the “Review Period”). Any such notice of disagreement (the “Notice of Disagreement”) shall specify those items or amounts as to which the Shareholders’ Representative disagrees (and shall include the Shareholders’ Representative’s proposed changes to the calculation of the Transaction Costs, the Closing Indebtedness and the Closing Net Indebtedness Statement Working Capital, as applicable). (collectively, iii) In the “Preliminary Statements”) and (ii) cooperate event of a dispute with the Representative and its advisors and consultants, including the provision on a reasonably timely basis, following the request of the Representative, of information reasonably requested and access to personnel of the Company and Buyer that is necessary or useful in connection with analyzing the Preliminary Statements; provided, that such access does not unreasonably interfere with the business or operations of the Buyer or its Affiliates, including the Company and its Subsidiaries. If the Representative has any objections respect to the Preliminary StatementsPost-Closing Statement, Buyer and the Shareholders’ Representative shall deliver attempt to the Buyer a statement setting forth its objections identifying with reasonable specificity the items with which the Representative disagrees reconcile their differences and setting forth the amount in dispute and the reasons supporting the Representative’s positions (an “Objections Statement”). The Representative shall not challenge the Preliminary Statements on any basis other than resolution by them as set forth in a timely delivered Objections Statement and shall be deemed to have agreed with all other items and any disputed amounts contained in the Preliminary Statements, except to the extent of any new information learned by the Representative in the course of negotiations during the Resolution Period or during the proceedings referred to in clause (C) below. If an Objections Statement is not delivered to the Buyer within thirty (30) days after delivery of the Preliminary Statements (the “Objections Statement Period”), the Preliminary Statements shall be final, binding and non-appealable by conclusive on the parties hereto. (C) The Representative parties. If Buyer and the Buyer shall negotiate in good faith Shareholders’ Representative are unable to resolve any such objections contained in an Objections Statement delivered pursuant to Section 1.3(i)(ii)(B), but if they do not reach a final resolution to such effect within fifteen thirty (1530) Business Days calendar days after the delivery Buyer’s receipt of the Objections Statement (the “Resolution Period”)Notice of Disagreement, the Representative Buyer and the Buyer Shareholders’ Representative shall submit such disputes to Deloitte, or, if Deloitte is unwilling or unable to fulfill such role, the amounts remaining in dispute for resolution to an independent certified public accountant nationally recognized accounting firm mutually acceptable to the Buyer and the Shareholders’ Representative (the “Independent Accounting FirmAccountant”). If The Independent Accountant shall be directed to, within thirty (30) calendar days after such submission, determine and report to the Representative parties upon the remaining disputed amounts with respect to the Post-Closing Statement, and the Buyer fail to agree such report shall be final, binding and conclusive on the identity of the Independent Accounting Firm, then each of the Representative parties hereto and the Buyer shall constitute an arbitral award upon which a judgment may be entitled to request that the President of the Israeli CPA Counsel appoint the Independent Accounting Firmentered in any court having jurisdiction thereof. The Independent Accounting Firm shall designate a partner to handle the dispute, which partner Accountant shall be reasonably acceptable authorized to the resolve only those items remaining in dispute between Buyer and Representative (the “Accounting Expert”). Each of the Representative Shareholders’ Representative, and the Buyer such resolution shall be permitted to present a supporting brief to the Accounting Expert limited to detailing the Representative’s or the Buyer’s proposed resolution, as applicable, of each item identified in the Objections Statement that is still unresolved (which supporting brief shall also be concurrently provided to the other party) within ten (10) Business Days of the Accounting Expert’s engagement. Within ten (10) Business Days of receipt of a supporting brief, the receiving party may present a responsive brief to the Accounting Expert (which responsive brief shall also be concurrently provided to the other party) limited to the matters reflected in the brief to which it responds. Each of the Representative and Buyer may require that oral arguments will be presented by such party or its advisors or consultants to the Accounting Expert to supplement the supporting brief and in such case the Accounting Expert shall be required to schedule time for oral presentations in the presence of both parties and their advisors and consultants either in person or through teleconference; provided, however, that in no event shall such oral arguments be heard later than five (5) Business Days after delivery of the responsive brief. The oral arguments of the Representative and the Buyer shall be limited to the items identified in the Objections Statement that remain unresolved. The Accounting Expert shall consider only such written briefs, oral presentations and the Objections Statement in making its determination of those items and amounts that are identified in the Objections Statement and are still unresolved. The Accounting Expert’s determination will be based solely on the definitions of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained herein. The Accounting Expert shall deliver to the Buyer and the Representative, as promptly as practicable (but in any event no later than thirty (30) days from the date of engagement of the Accounting Expert), the Accounting Expert’s determination of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital (as applicable), including the Accounting Expert’s calculations of the components of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained in an Objections Statement delivered pursuant to Section 1.3(i)(ii)(B); provided, that such calculations of the disputed components shall not be outside the range established materials submitted by the Parties and not on independent review. Buyer’s calculations pursuant to the Preliminary Statements, on the one hand, and the Representative’s calculations pursuant to Shareholders’ Representative (solely on behalf of the Objections Statement as may be supplemented as set forth aboveEquity Holders), on the other hand. The calculations other, shall each pay fifty percent (50%) the fees and disbursements of the Accounting Expert shall be finalIndependent Accountant; provided, binding on and non-appealable that upon resolution of the dispute by the parties hereto other than in Independent Accountant, the event of fraud. The fees and expenses of the Accounting Expert shall be allocated among the parties prevailing Party, if any, as determined by the Accounting ExpertIndependent Accountant, shall be entitled to be reimbursed in proportion to the amount by which the other Party’s determinations of the items in dispute differed from the amount determined by the Independent Accountant. For Such amount shall be determined by the Independent Accountant. (iv) No later than ten (10) Business Days after the Transaction Costs, the Closing Indebtedness, and Closing Net Working Capital shall be finally determined in accordance with this Section 2.4(d), Buyer or the Shareholders’ Representative, as applicable, shall jointly instruct the Escrow Agent to make, or cause to be made, the following payments pursuant to the terms of this Agreement and the Escrow Agreement: (A) If the sum of the amounts of Transaction Costs and Closing Indebtedness as finally determined in accordance with this Section 2.4(d) is greater than the sum of the amounts of Transaction Costs and Closing Indebtedness reflected on the Transaction Costs Certificate and the Indebtedness Certificate, Buyer and the Shareholders’ Representative shall instruct the Escrow Agent to remit to Buyer the amount of such excess from the Escrow Amount; provided, that if the amount of the Escrow Fund available for payment is less than the such amount to be paid, then the Buyer may seek indemnification from the Company Indemnifying Parties on a several and not joint basis, based on their Pro Rata Portion of any such amount in excess of the Escrow Fund, provided, however that the Company Indemnifying Parties’ indemnity obligations hereunder shall be subject to the limitations on indemnity set forth in Article X including, for the avoidance of doubt, any matter which is subject the limitation of a Company Indemnifying Parties’ liability hereunder to the Post amount of the Merger Consideration actually received by such Company Indemnifying Party; (B) If the sum of the amounts of the Transaction Costs and the Closing Adjustment provisions of this Section 1.3 may not be subject to the indemnification provisions of this Agreement. This Section 1.3(i)(ii)(C) constitutes an arbitration agreement Indebtedness as finally determined in accordance with this Section 2.4(d) is less than the Israeli Arbitration Law-1968 (sum of the “Arbitration Law”).amounts of the Transaction Costs and the Closing Indebtedness reflected on the Transaction Costs Certificate and the Indebtedness Certificate, Buyer shall pay the amount of such shortfall to the Paying Agent and the Surviving Corporation for further distribution to the Equity Holders at the direction of the Shareholders’ Representative; and (DC) The “Post Closing Adjustment” shall be calculated based on If (i) the Closing Net Working Capital as finally determined in accordance with this Section 1.3(i)(ii)2.4(d) is less than the Closing Net Working Capital reflected on the Working Capital Certificate, the Buyer and the Shareholders Representative shall instruct the Escrow Agent to pay to Buyer the amount of such difference from the Escrow Fund; provided, that if the amount of the Escrow Fund available for payment is less than the such amount to be paid, then the Buyer may seek indemnification from the Company Indemnifying Parties on a several and not joint basis, based on their Pro Rata Portion of any such amount in excess of the Escrow Fund, provided, however that the Company Indemnifying Parties’ indemnity obligations hereunder shall be subject to the limitations on indemnity set forth in Article X including, for the avoidance of doubt, the limitation of a Company Indemnifying Parties’ liability hereunder to the amount of the Merger Consideration actually received by such Company Indemnifying Party, and (ii) if the Closing Net Indebtedness Working Capital as finally determined in accordance with this Section 1.3(i)(ii). (E2.4(d) If there is a positive difference between the Post-Closing Adjustment and the Closing Adjustment, then within five (5) Business Days from the earlier of (i) the date on which the Representative agrees in writing with greater than the Closing Net Working Capital Statement and Closing Net Indebtedness Statement delivered by reflected on the BuyerWorking Capital Certificate, (ii) the last date on which an Objections Statement could have been sent, if no such Objections Statement shall have been sent, and (iii) the date on which the Accounting Expert renders his final decision, in accordance with Section 1.3(f)(iii)(C) (such date, the “Post Closing Adjustment Determination Date”), the Buyer shall deliver to pay the Paying Agent, in cash, an amount equal to such positive difference to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options according to the Payment Spreadsheet. Such distribution by the Paying Agent shall also include a distribution to the Banker, as set forth in the Payment Spreadsheet. (F) If there is a negative difference between the Post-Closing Adjustment and the Closing Adjustment, then within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall return to the Buyer, in cash, an amount equal to such negative difference from the Adjustment Fund. If the Adjustment Fund is insufficient to reimburse the Buyer the entire negative difference, then any excess amount of such negative difference shall be paid to the Buyer from the Escrow Fund. No Company Shareholder shall be required to return to the Buyer any amounts with respect to any such negative difference. (G) Within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall transfer any positive amount remaining in the Adjustment Fund excess to the Paying Agent and the Surviving Corporation for further distribution to the Equity Holders at the direction of the Shareholders’ Representative. The aggregate payments to be distributed promptly made by Buyer or the Paying Agent among the Company Shareholders and holders Shareholders’ Representative as a result of Vested Company Options, as well as all adjustments to the Banker, Merger Consideration pursuant to this Section 2.4(d) may be netted against all amounts owed to such party as set forth in a result of such adjustment to the Payment SpreadsheetMerger Consideration.

Post-Closing Adjustments. (Aa) Within ninety (90) days after following the Closing Date, the Buyer Parent shall prepare and deliver to the Securityholder Representative a written statement setting forth (the Buyer’s calculation of "Closing Net Working Capital and Closing Net Indebtedness, Statement") which statement shall contain include (i) a balance sheet of the Company as of the Closing Date (the "Closing Balance Sheet") and (ii) Parent's calculations of (A) Closing Cash, (B) Closing Indebtedness, (C) Closing Net Working Capital, (D) the Working Capital Adjustment, (E) the Company Expenses, and (F) based on the foregoing, a calculation of the Cash Consideration Amount, in each case as of immediately prior to the Effective Time (without giving effect to the Acquisitiontransactions contemplated by this Agreement). The Closing Statement shall be prepared in accordance with the methodologies and practices used by the Company in the preparation of the Pre-Closing Statement and shall include reasonable supporting documentation for the calculations and components contained therein. The Closing Statement shall be prepared (and the determinations and calculations contained therein shall be made) and a calculation of Closing Net Working Capital (in good faith in accordance with the “Closing Net Working Capital Statement”) and Closing Net Indebtedness (the “Closing Net Indebtedness Statement”)applicable definitions set forth in this Agreement. (Bb) The Securityholder Representative shall have forty-five (45) days following its receipt of the Closing Statement (the "Review Period") to review the same. During the Objections Statement Period (as defined below) and the Resolution Period (as defined below)Review Period, the Buyer Surviving Entity and Parent shall provide the Securityholder Representative with full access to (i) give the Representative and its advisors and consultants reasonable access to the books, records, work papers, schedules, memoranda and other documents prepared or reviewed such information as may be reasonably requested by the Buyer Securityholder Representative with respect to their review of the Closing Statement, including without limitation all accountant work papers and the books and records of the Company Group and the Surviving Entity and (ii) any personnel of Parent (or any of its subsidiaries, including the Surviving Entity) or the Company Group, including Third Party accountants and auditors who are familiar with such matters or otherwise involved in connection with the preparation of the Closing Net Working Capital Statement Balance Sheet and other information contained in the Closing Net Indebtedness Statement (collectivelyand/or any components thereof. On or before the expiration of the Review Period, the “Preliminary Statements”) and (ii) cooperate with the Representative and its advisors and consultants, including the provision on a reasonably timely basis, following the request of the Representative, of information reasonably requested and access to personnel of the Company and Buyer that is necessary or useful in connection with analyzing the Preliminary Statements; provided, that such access does not unreasonably interfere with the business or operations of the Buyer or its Affiliates, including the Company and its Subsidiaries. If the Representative has any objections to the Preliminary Statements, the Securityholder Representative shall deliver to Parent a reasonably detailed written statement accepting or objecting to the Buyer Closing Statement. In the event that the Securityholder Representative shall object to the Closing Statement, such written statement (an "Objection Notice") shall include a statement setting forth its reasonable explanation of the Securityholder Representative's objections identifying with reasonable specificity the items with which the Representative disagrees and setting forth the amount in dispute and the reasons supporting the Representative’s positions (an “Objections Statement”)therefor. The Securityholder Representative shall not challenge may object to any component of the Preliminary Statements on Closing Statement and/or any basis other than as of the calculations set forth therein and/or any component of any of the numbers set forth in a timely delivered Objections the Closing Statement and or any other matters set forth therein. If the Securityholder Representative does not deliver an Objection Notice to Parent within the Review Period, the Securityholder Representative shall be deemed to have agreed with accepted the Closing Statement and all other items of the determinations and amounts calculations contained therein, and the same shall become binding and conclusive on the parties hereto and not subject to further appeal. (c) In the event that the Securityholder Representative shall have duly delivered an Objection Notice to Parent within the Review Period, Parent and the Securityholder Representative shall promptly in good faith attempt to resolve the Preliminary Statementsobjections contained therein. All such objections that are resolved in a signed writing between the parties shall be final, except binding and conclusive on the parties and not subject to further appeal (the extent of any new information learned by "Resolved Items"). Any such objections which cannot be resolved between Parent and the Securityholder Representative in the course of negotiations during the Resolution Period or during the proceedings referred to in clause (C) below. If an Objections Statement is not delivered to the Buyer within thirty (30) days after delivery following Parent's receipt of the Preliminary Statements Objection Notice (the “Objections Statement Period”)such specific remaining objections, collectively, the Preliminary Statements "Unresolved Items") shall be finalresolved in accordance with this Section 3.4(c); provided, binding and nonthat neither Parent nor the Securityholder Representative shall be permitted to raise any objection to the Pre-appealable by Closing Statement or the parties hereto. (C) The Closing Statement, as applicable, unless such objection is raised in the initial Closing Statement or the initial Objection Notice, respectively, as opposed to any amendment or restatement thereof, none of which shall be permitted. Should the Securityholder Representative and the Buyer shall negotiate in good faith Parent not be able to resolve any such objections contained in an Objections Statement delivered pursuant Unresolved Items within the thirty (30) day period described above, upon notice from either Parent or the Securityholder Representative to Section 1.3(i)(ii)(B), but if they do not reach a final resolution within fifteen (15) Business Days after the delivery of the Objections Statement (the “Resolution Period”), the Representative and the Buyer shall submit such disputes to Deloitte, or, if Deloitte is unwilling or unable to fulfill such role, to an independent certified public accountant mutually acceptable to the Buyer and the Representative (the “Independent Accounting Firm”). If the Representative and the Buyer fail to agree on the identity of engage the Independent Accounting Firm, then each of the Representative Parent and the Buyer Securityholder Representative shall be entitled mutually engage and submit such Unresolved Items to request that the President Independent Accounting Firm for review and resolution, with instructions to complete the same as promptly as practicable, but in any event within thirty (30) days of its engagement. Each of Parent and the Israeli CPA Counsel appoint Securityholder Representative agree to execute, if required, a customary engagement letter with the Independent Accounting Firm. The Such Independent Accounting Firm shall designate review only the Unresolved Items and shall deliver a partner to handle the disputewritten statement, which partner shall be reasonably acceptable to the Buyer and Representative within thirty (the “Accounting Expert”). Each 30) days of the Representative and submission of the Buyer Unresolved Items to such Independent Accounting Firm (it being understood that all Unresolved Items must be submitted at the same time), setting forth its own calculation of each of the Unresolved Items. The calculation for each Unresolved Item shall not be permitted to present a supporting brief to greater than the Accounting Expert limited to detailing highest value, or less than the Representative’s lowest value, given such Unresolved Item in the Closing Statement or the Buyer’s proposed resolutionObjection Notice, as applicable, of each item identified and shall be made using the same methodologies and practices used by the Company Group in the Objections Statement that is still unresolved (which supporting brief shall also be concurrently provided to the other party) within ten (10) Business Days preparation of the Accounting Expert’s engagement. Within ten (10) Business Days of receipt of a supporting briefMost Recent Balance Sheet, the receiving party may present a responsive brief to the Accounting Expert (which responsive brief consistently applied, and shall also be concurrently provided to the other party) limited to the matters reflected in the brief to which it responds. Each of the Representative and Buyer may require that oral arguments will be presented by such party or its advisors or consultants to the Accounting Expert to supplement the supporting brief and in such case the Accounting Expert shall be required to schedule time for oral presentations in the presence of both parties and their advisors and consultants either in person or through teleconference; provided, however, that in no event shall such oral arguments be heard later than five (5) Business Days after delivery of the responsive brief. The oral arguments of the Representative and the Buyer shall be limited to the items identified in the Objections Statement that remain unresolved. The Accounting Expert shall consider only such written briefs, oral presentations and the Objections Statement in making its determination of those items and amounts that are identified in the Objections Statement and are still unresolved. The Accounting Expert’s determination will be based solely on the definitions materials submitted to the Independent Accounting Firm by Parent or the Securityholder Representative, and not by independent review. Neither Parent not the Securityholder Representative shall have or conduct any communication, either written or oral, with the Independent Accounting Firm without the other party being present or receiving a concurrent copy of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained hereinany written communication. The Independent Accounting Expert shall deliver to the Buyer and the Representative, as promptly as practicable (but in any event no later than thirty (30) days from the date of engagement of the Accounting Expert), the Accounting Expert’s determination of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital (as applicable), including the Accounting Expert’s Firm's calculations of the components Unresolved Items, absent manifest error, shall be binding and conclusive on the parties and not subject to appeal. Each party shall bear its own costs and expenses in connection with the resolution of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained in an Objections Statement delivered pursuant to Section 1.3(i)(ii)(B); provided, that such calculations of the disputed components shall not be outside the range established Unresolved Items by the Buyer’s calculations pursuant to the Preliminary Statements, on the one hand, and the Representative’s calculations pursuant to the Objections Statement as may be supplemented as set forth above, on the other hand. The calculations of the Independent Accounting Expert shall be final, binding on and non-appealable by the parties hereto other than in the event of fraudFirm. The fees and expenses of the Independent Accounting Expert Firm shall be allocated among between Parent and the parties Securityholder Representative so that the amount of fees and expenses paid by the Securityholder Representative (with the remainder of such amount being paid by Parent) shall be equal to the product of (x) and (y), where (x) is the aggregate amount of such fees and expenses, and where (y) is a fraction, the numerator of which is the amount actually in dispute that is ultimately not awarded to the Securityholder Representative (as determined by the Independent Accounting Expert. For Firm) and the avoidance denominator of doubt, any matter which is subject to the Post Closing Adjustment provisions of this Section 1.3 may not be subject to the indemnification provisions of this Agreement. This Section 1.3(i)(ii)(C) constitutes an arbitration agreement in accordance with the Israeli Arbitration Law-1968 (the “Arbitration Law”). (D) The “Post Closing Adjustment” shall be calculated based on (i) the Closing Net Working Capital as determined in accordance with this Section 1.3(i)(ii), and (ii) the Closing Net Indebtedness as determined in accordance with this Section 1.3(i)(ii). (E) If there is a positive difference between the Post-Closing Adjustment and the Closing Adjustment, then within five (5) Business Days from the earlier of (i) the date on which the Representative agrees in writing with the Closing Net Working Capital Statement and Closing Net Indebtedness Statement delivered amount actually contested by the Buyer, (ii) Securityholder Representative. The parties agree that the last date on which an Objections Statement could have been sent, if no such Objections Statement shall have been sent, and (iii) the date on which the Accounting Expert renders his final decision, in accordance with Section 1.3(f)(iii)(C) (such date, the “Post Closing Adjustment Determination Date”), the Buyer shall deliver to the Paying Agent, in cash, an amount equal to such positive difference to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options according to the Payment Spreadsheet. Such distribution by the Paying Agent shall also include a distribution to the Banker, as procedure set forth in the Payment Spreadsheet. (Fthis Section 3.4(c) If there is a negative difference between the Post-Closing Adjustment and the Closing Adjustment, then within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall return to the Buyer, in cash, an amount equal to such negative difference from the Adjustment Fund. If the Adjustment Fund is insufficient to reimburse the Buyer the entire negative difference, then any excess amount of such negative difference shall be paid to the Buyer from the Escrow Fund. No Company Shareholder shall be required to return to the Buyer any amounts for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such negative differencedisputes. The Independent Accounting Firm's determination may be enforced in any court of competent jurisdiction. (G) Within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall transfer any positive amount remaining in the Adjustment Fund to the Paying Agent to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options, as well as to the Banker, all as set forth in the Payment Spreadsheet.

Post-Closing Adjustments. The Merger Consideration shall be subject to adjustment after the Closing Date as specified in this Section 2.4(d). (Ai) Within ninety (90) 90 days after the Closing Date, the Buyer shall prepare and deliver provide to the Stockholders’ Representative a statement setting forth (the Buyer’s calculation of “Post-Closing Statement”) of: (i) the Transaction Costs, (ii) the Closing Indebtedness, (iii) the Closing Net Working Capital and Closing Net Indebtedness, which statement shall contain a balance sheet of Deficit (the Company as of the Closing Date (without giving effect to the Acquisition) and a calculation of “Final Closing Net Working Capital Deficit”) prepared in accordance with the terms of this Agreement, and (iv) the “Closing Final Net Working Capital Statement”) and Closing Net Indebtedness (the “Closing Net Indebtedness Statement”)Adjustment. (Bii) During the Objections Statement Period (as defined below) and the Resolution Period (as defined below), the Buyer shall (i) give permit the Stockholders’ Representative and its advisors and consultants to have reasonable access to the books, records, work papers, schedules, memoranda books and other documents prepared records pertaining to or reviewed by the Buyer used in connection with the preparation of the Post-Closing Statement and Buyer’s calculation of the Transaction Costs, the Closing Indebtedness, Closing Net Working Capital Statement and the Closing Final Net Indebtedness Statement (collectively, the “Preliminary Statements”) Working Capital Adjustment and (ii) cooperate with provide the Stockholders’ Representative reasonable access to Buyer’s and its advisors the Surviving Corporation’s employees and consultants, including the provision on a reasonably timely basis, following the request of the Representative, of information accountants as reasonably requested and access to personnel of by the Company and Buyer that is necessary or useful in connection with analyzing the Preliminary StatementsStockholders’ Representative; provided, provided that such access will be in a manner that does not unreasonably interfere with the normal business or operations of the Buyer or its Affiliates, including the Company and its SubsidiariesSurviving Corporation. If the Representative has any objections to the Preliminary Statements, the The Stockholders’ Representative shall deliver to notify Buyer of its acceptance or dispute of any amounts reflected on the Buyer a statement setting forth its objections identifying with reasonable specificity Post-Closing Statement within 30 calendar days after the items with which the Representative disagrees and setting forth the amount in dispute and the reasons supporting the Stockholders’ Representative’s positions receipt of such statement (an such 30-day period hereinafter referred to as the “Objections StatementReview Period”). Any such notice of disagreement (the “Notice of Disagreement”) shall specify those items or amounts as to which the Stockholders’ Representative disagrees (and shall include the Stockholders’ Representative’s proposed changes to the calculation of the Transaction Costs, the Closing Indebtedness, the Closing Net Working Capital and the Final Net Working Capital Adjustment, as applicable). The Stockholders’ Representative shall not challenge the Preliminary Statements on any basis other than as set forth in a timely delivered Objections Statement and shall be deemed to have agreed with all other items and amounts contained included in the Preliminary Statements, except Post-Closing Statement that are not identified in the Notice of Disagreement. (iii) In the event of a dispute with respect to the extent of Post-Closing Statement, Buyer and the Stockholders’ Representative shall attempt to reconcile differences and any new information learned resolution by the Representative in the course of negotiations during the Resolution Period or during the proceedings referred them as to in clause (C) below. If an Objections Statement is not delivered to the Buyer within thirty (30) days after delivery of the Preliminary Statements (the “Objections Statement Period”), the Preliminary Statements any disputed amounts shall be final, binding and non-appealable by conclusive on the parties hereto. (C) The Representative and the Buyer shall negotiate in good faith to resolve any such objections contained in an Objections Statement delivered pursuant to Section 1.3(i)(ii)(B), but if they do not reach a final resolution within fifteen (15) Business Days after the delivery of the Objections Statement (the “Resolution Period”), the Representative and the Buyer shall submit such disputes to Deloitte, or, if Deloitte is unwilling or unable to fulfill such role, to an independent certified public accountant mutually acceptable to the Parties. If Buyer and the Stockholders’ Representative are unable to reach a resolution to such effect within 30 calendar days after Buyer’s receipt of the Notice of Disagreement, Buyer and the Stockholders’ Representative shall submit the amounts remaining in dispute for resolution to BDO USA LLP (the “Independent Accounting FirmAccountant”). If The Independent Accountant shall be directed to, within 30 calendar days after such submission, determine and report to the Representative Parties upon the remaining disputed amounts with respect to the Post-Closing Statement, and the Buyer fail to agree such report shall be final, binding and conclusive on the identity of the Independent Accounting Firm, then each of the Representative Parties hereto and the Buyer shall constitute an arbitral award upon which a judgment may be entitled to request that the President of the Israeli CPA Counsel appoint the Independent Accounting Firmentered in any court having jurisdiction thereof. The Independent Accounting Firm shall designate a partner to handle the dispute, which partner Accountant shall be reasonably acceptable authorized to the resolve only those items remaining in dispute between Buyer and Representative (the “Accounting Expert”). Each of the Representative Stockholders’ Representative, and the Buyer such resolution shall be permitted to present a supporting brief to the Accounting Expert limited to detailing the Representative’s or the Buyer’s proposed resolution, as applicable, of each item identified in the Objections Statement that is still unresolved (which supporting brief shall also be concurrently provided to the other party) within ten (10) Business Days of the Accounting Expert’s engagement. Within ten (10) Business Days of receipt of a supporting brief, the receiving party may present a responsive brief to the Accounting Expert (which responsive brief shall also be concurrently provided to the other party) limited to the matters reflected in the brief to which it responds. Each of the Representative and Buyer may require that oral arguments will be presented by such party or its advisors or consultants to the Accounting Expert to supplement the supporting brief and in such case the Accounting Expert shall be required to schedule time for oral presentations in the presence of both parties and their advisors and consultants either in person or through teleconference; provided, however, that in no event shall such oral arguments be heard later than five (5) Business Days after delivery of the responsive brief. The oral arguments of the Representative and the Buyer shall be limited to the items identified in the Objections Statement that remain unresolved. The Accounting Expert shall consider only such written briefs, oral presentations and the Objections Statement in making its determination of those items and amounts that are identified in the Objections Statement and are still unresolved. The Accounting Expert’s determination will be based solely on the definitions of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained herein. The Accounting Expert shall deliver to the Buyer and the Representative, as promptly as practicable (but in any event no later than thirty (30) days from the date of engagement of the Accounting Expert), the Accounting Expert’s determination of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital (as applicable), including the Accounting Expert’s calculations of the components of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained in an Objections Statement delivered pursuant to Section 1.3(i)(ii)(B); provided, that such calculations of the disputed components shall not be outside the range established materials submitted by the Parties and not on independent review. Buyer’s calculations pursuant to the Preliminary Statements, on the one hand, and the Stockholders’ Representative’s calculations pursuant to the Objections Statement as may be supplemented as set forth above, on the other hand. The calculations other, shall each pay fifty percent (50%) the fees and disbursements of the Accounting Expert shall be finalIndependent Accountant; provided, binding on and non-appealable that upon resolution of the dispute by the parties hereto other than in Independent Accountant, the event of fraud. The fees and expenses of the Accounting Expert shall be allocated among the parties prevailing Party, if any, as determined by the Accounting Expert. For the avoidance of doubtIndependent Accountant, any matter which is subject shall be entitled to be reimbursed in proportion to the Post Closing Adjustment provisions amount by which the other Party’s determinations of this Section 1.3 may not the items in dispute differed from the amount determined by the Independent Accountant. Such amount shall be subject to determined by the indemnification provisions of this Agreement. This Section 1.3(i)(ii)(C) constitutes an arbitration agreement in accordance with the Israeli Arbitration Law-1968 (the “Arbitration Law”)Independent Accountant. (Div) The “Post No later than five Business Days after the Transaction Costs, the Closing Adjustment” shall be calculated based on (i) the Indebtedness, Closing Net Working Capital as and Final Net Working Capital Adjustment shall be finally determined in accordance with this Section 1.3(i)(ii2.4(d), the following payments shall be made: (A) If the sum of the amounts of Transaction Costs and (ii) the Closing Net Indebtedness as finally determined in accordance with this Section 1.3(i)(ii).2.4(d) is greater than the sum of the amounts of Transaction Costs and Closing Indebtedness reflected on the Transaction Costs Certificate and the Indebtedness Certificate, Buyer and the Stockholders’ Representative shall provide a joint instruction to the Escrow Agent to distribute such excess to Buyer from the Adjustment Escrow Fund; (EB) If there is a positive difference between the Post-Closing Adjustment sum of the amounts of the Transaction Costs and the Closing AdjustmentIndebtedness as finally determined in accordance with this Section 2.4(d) is less than the sum of the amounts of the Transaction Costs and the Closing Indebtedness reflected on the Transaction Costs Certificate and the Indebtedness Certificate, then within five Buyer shall pay the amount of such shortfall to the Paying Agent and the Surviving Corporation, as applicable, for further distribution to the Equity Holders at the direction of the Stockholders’ Representative; and (5C) Business Days from the earlier of If (i) the date on which the Representative agrees in writing with the Closing Final Net Working Capital Statement Adjustment as finally determined in accordance with this Section 2.4(d) is a deficit of more than $1,955,000, such deficit amount greater than the $1,955,000 shall be first deducted from the Adjustment Escrow Fund, and Closing if such deficit amount exceeds the amount held in the Adjustment Escrow Fund, such deficit will be deducted from the Contingent Cash Consideration portion of any subsequent Contingent Payment if such deficit amount is finally determined in accordance with this Section 2.4(d) prior to date of payment of the Contingent Cash Consideration portion of any subsequent Contingent Payment. If the Final Net Indebtedness Statement delivered Working Capital Adjustment as finally determined is less than a deficit of $1,445,000, such amount will be paid by the Buyer to the Paying Agent and the Surviving Corporation, as applicable, for further distribution to the Equity Holders at the direction of the Stockholders’ Representative. The aggregate payments to be made by Buyer or the Stockholders’ Representative as a result of all adjustments to the Merger Consideration pursuant to this Section 2.4(d) may be netted against all amounts owed to such Party as a result of such adjustment to the Merger Consideration (such netted amount, the “Adjustment Amount”), and (i) if the Adjustment Amount is due to Buyer, Buyer and the Stockholders’ Representative shall provide a joint instruction to the Escrow Agent to distribute from the Adjustment Escrow Fund (I) to Buyer, such Adjustment Amount, and (II) any remaining amounts in the Adjustment Escrow Fund at the direction of the Stockholders’ Representative to the Paying Agent and the Surviving Corporation for further distribution to the Equity Holders; provided, that if the amount of the Adjustment Escrow Fund is less than Adjustment Amount to be paid to Buyer, then the Equity Holders shall be liable for such deficiency, and Buyer shall have the right to seek payment directly from the Equity Holders for such amount in excess of the Adjustment Escrow Fund, first by reducing the Contingent Cash Consideration Portion of any subsequent Contingent Payment pro-rata for each Equity Holder, and (ii) if an Adjustment Amount is due to Equity Holders, (y) Buyer shall pay such Adjustment Amount to the last Paying Agent and the Surviving Corporation for further distribution to the Equity Holders at the direction of the Stockholders’ Representative, (z) Buyer and the Stockholders’ Representative shall provide a joint instruction to the Escrow Agent to distribute the Adjustment Escrow Fund at the direction of the Stockholders’ Representative to the Paying Agent and the Surviving Corporation for further distribution to the Equity Holders; provided, at the Stockholders’ Representative’s election, amounts due to the Equity Holders pursuant to subsection (ii) of this sentence may be paid at the time of and with the next Contingent Payment if the Adjustment Amount is finally determined pursuant to this Section 2.4(d) prior to the date on of any such date for the payment of the Contingent Payment. Any payment to be made by Buyer to the Stockholders’ Representative pursuant to this Section 2.4(d) may, at Buyer’s option, be reduced by any Losses for which an Objections Statement could have been sent, if no such Objections Statement shall have been sentany Buyer Indemnitee is entitled to indemnification under Section 11.2, and (iiishall be as reduced to fulfill the applicable Tax withholdings and payroll charges associated with such payments. Buyer shall, at its option exercisable by written notice to the Stockholders’ Representative, retain amounts from the Adjustment Escrow Fund to satisfy any payment obligation of the Stockholders’ Representative, on behalf of the Equity Holders, to Buyer under this Section 2.4(d) the date on which the Accounting Expert renders his final decision, and in accordance with Section 1.3(f)(iii)(C) (such date, the “Post Closing Adjustment Determination Date”), the Buyer shall deliver to the Paying Agent, in cash, an amount equal to such positive difference to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options according to the Payment Spreadsheet. Such distribution by the Paying Agent shall also include a distribution to the Banker, as set forth in the Payment Spreadsheet12.13. (F) If there is a negative difference between the Post-Closing Adjustment and the Closing Adjustment, then within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall return to the Buyer, in cash, an amount equal to such negative difference from the Adjustment Fund. If the Adjustment Fund is insufficient to reimburse the Buyer the entire negative difference, then any excess amount of such negative difference shall be paid to the Buyer from the Escrow Fund. No Company Shareholder shall be required to return to the Buyer any amounts with respect to any such negative difference. (G) Within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall transfer any positive amount remaining in the Adjustment Fund to the Paying Agent to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options, as well as to the Banker, all as set forth in the Payment Spreadsheet.

Post-Closing Adjustments. The Merger Consideration shall be subject to adjustment after the Closing Date as specified in this Section 2.4(d). (Ai) Within ninety forty-five (9045) days after the Closing Date, the Buyer shall prepare and deliver provide to the Shareholders’ Representative a statement setting forth the Buyer’s calculation of Closing Net Working Capital and Closing Net Indebtedness, which statement shall contain a balance sheet of the Company as of the Closing Date (without giving effect to the Acquisition) and a calculation of Closing Net Working Capital (the “Post-Closing Net Working Capital Statement”) of: (a) the Unpaid Transaction Costs, (b) the Unpaid Closing Indebtedness and (c) the Closing Net Indebtedness (the “Closing Net Indebtedness Statement”)Cash. (Bii) During the Objections Statement Period (as defined below) and the Resolution Period (as defined below), the Buyer shall (ia) give permit the Shareholders’ Representative and its advisors and consultants to have reasonable access to the books, records, work papers, schedules, memoranda books and other documents prepared records pertaining to or reviewed by the Buyer used in connection with the preparation of the Post-Closing Net Working Capital Statement and Buyer’s calculation of the Unpaid Transaction Costs, Unpaid Closing Indebtedness and the Closing Net Indebtedness Cash, and (b) provide the Shareholders’ Representative reasonable access to Buyer’s and the Company’s employees and accountants as reasonably requested by the Shareholders’ Representative. The Shareholders’ Representative shall notify Buyer of its acceptance or dispute of any amounts reflected on the Post-Closing Statement within thirty (collectively, 30) calendar days after the Shareholders’ Representative’s receipt of such statement (such thirty (30)-day period hereinafter referred to as the “Preliminary Statements”) and (ii) cooperate with the Representative and its advisors and consultants, including the provision on a reasonably timely basis, following the request of the Representative, of information reasonably requested and access to personnel of the Company and Buyer that is necessary or useful in connection with analyzing the Preliminary Statements; provided, that such access does not unreasonably interfere with the business or operations of the Buyer or its Affiliates, including the Company and its Subsidiaries. If the Representative has any objections to the Preliminary Statements, the Representative shall deliver to the Buyer a statement setting forth its objections identifying with reasonable specificity the items with which the Representative disagrees and setting forth the amount in dispute and the reasons supporting the Representative’s positions (an “Objections StatementReview Period”). Any such notice of disagreement (the “Notice of Disagreement”) shall specify those items or amounts as to which the Shareholders’ Representative disagrees (and shall include the Shareholders’ Representative’s proposed changes to the calculation of the Unpaid Transaction Costs, the Unpaid Closing Indebtedness and the Closing Cash, as applicable). The Shareholders’ Representative shall not challenge the Preliminary Statements on any basis other than as set forth in a timely delivered Objections Statement and shall be deemed to have agreed with all other items and amounts contained included in the Preliminary StatementsPost-Closing Statement and not identified in the Notice of Disagreement, except and the Equity Holders and Carve-out Plan Participants or Buyer, as applicable, shall pay or cause to be paid (in the manner contemplated by Section 2.4(d)(iv)) to the extent other party, within five (5) Business Days of any new information learned by the conclusion of the Review Period, such undisputed amount, if any, which Buyer and the Shareholders’ Representative in agree would otherwise be owed pursuant to Section 2.4(d)(iv), upon the course final resolution of negotiations during the Resolution Period or during Unpaid Transaction Costs, the proceedings referred to in clause Unpaid Closing Indebtedness and the Closing Cash. (Ciii) below. If an Objections Statement is not delivered In the event of a dispute with respect to the Post-Closing Statement, Buyer within thirty (30) days after delivery of and the Preliminary Statements (the “Objections Statement Period”), the Preliminary Statements Shareholders’ Representative shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and non-appealable by conclusive on the parties hereto. (C) The Representative and the Buyer shall negotiate in good faith to resolve any such objections contained in an Objections Statement delivered pursuant to Section 1.3(i)(ii)(B), but if they do not reach a final resolution within fifteen (15) Business Days after the delivery of the Objections Statement (the “Resolution Period”), the Representative and the Buyer shall submit such disputes to Deloitte, or, if Deloitte is unwilling or unable to fulfill such role, to an independent certified public accountant mutually acceptable to the parties. If Buyer and the Shareholders’ Representative are unable to reach a resolution to such effect within thirty (30) calendar days after Buyer’s receipt of the Notice of Disagreement, Buyer and the Shareholders’ Representative shall submit the amounts remaining in dispute for resolution to RSM International Ltd. (the “Independent Accounting FirmAccountant”). If The Independent Accountant shall be directed to, within thirty (30) calendar days after such submission, determine and report to the Representative parties upon the remaining disputed amounts with respect to the Post-Closing Statement, and the Buyer fail to agree such report shall be final, binding and conclusive on the identity of the Independent Accounting Firm, then each of the Representative parties hereto and the Buyer shall constitute an arbitral award upon which a judgment may be entitled to request that the President of the Israeli CPA Counsel appoint the Independent Accounting Firmentered in any court having jurisdiction thereof. The Independent Accounting Firm shall designate a partner to handle the dispute, which partner Accountant shall be reasonably acceptable authorized to the resolve only those items remaining in dispute between Buyer and Representative (the “Accounting Expert”). Each of the Representative Shareholders’ Representative, and the Buyer such resolution shall be permitted to present a supporting brief to the Accounting Expert limited to detailing the Representative’s or the Buyer’s proposed resolution, as applicable, of each item identified in the Objections Statement that is still unresolved (which supporting brief shall also be concurrently provided to the other party) within ten (10) Business Days of the Accounting Expert’s engagement. Within ten (10) Business Days of receipt of a supporting brief, the receiving party may present a responsive brief to the Accounting Expert (which responsive brief shall also be concurrently provided to the other party) limited to the matters reflected in the brief to which it responds. Each of the Representative and Buyer may require that oral arguments will be presented by such party or its advisors or consultants to the Accounting Expert to supplement the supporting brief and in such case the Accounting Expert shall be required to schedule time for oral presentations in the presence of both parties and their advisors and consultants either in person or through teleconference; provided, however, that in no event shall such oral arguments be heard later than five (5) Business Days after delivery of the responsive brief. The oral arguments of the Representative and the Buyer shall be limited to the items identified in the Objections Statement that remain unresolved. The Accounting Expert shall consider only such written briefs, oral presentations and the Objections Statement in making its determination of those items and amounts that are identified in the Objections Statement and are still unresolved. The Accounting Expert’s determination will be based solely on the definitions of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained herein. The Accounting Expert shall deliver to the Buyer and the Representative, as promptly as practicable (but in any event no later than thirty (30) days from the date of engagement of the Accounting Expert), the Accounting Expert’s determination of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital (as applicable), including the Accounting Expert’s calculations of the components of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained in an Objections Statement delivered pursuant to Section 1.3(i)(ii)(B); provided, that such calculations of the disputed components shall not be outside the range established materials submitted by the Parties and not on independent review. Buyer’s calculations pursuant to the Preliminary Statements, on the one hand, and the Representative’s calculations pursuant to Shareholders’ Representative (solely on behalf of the Objections Statement as may be supplemented as set forth aboveEquity Holders and Carve-out Plan Participants), on the other hand. The calculations other, shall each pay fifty percent (50%) the fees and disbursements of the Accounting Expert shall be finalIndependent Accountant; provided, binding on and non-appealable that upon resolution of the dispute by the parties hereto other than in Independent Accountant, the event of fraud. The fees and expenses of the Accounting Expert shall be allocated among the parties prevailing Party, if any, as determined by the Accounting Expert. For the avoidance of doubtIndependent Accountant, any matter which is subject shall be entitled to be reimbursed in proportion to the Post Closing Adjustment provisions amount by which the other Party’s determinations of this Section 1.3 may not the items in dispute differed from the amount determined by the Independent Accountant. Such amount shall be subject to determined by the indemnification provisions of this Agreement. This Section 1.3(i)(ii)(C) constitutes an arbitration agreement in accordance with the Israeli Arbitration Law-1968 (the “Arbitration Law”)Independent Accountant. (Div) The “Post Closing Adjustment” shall be calculated based on (i) If the Closing Net Working Capital Cash, after being reduced by any Unpaid Transaction Costs and Unpaid Closing Indebtedness, as finally determined in accordance with this Section 1.3(i)(ii2.4(d) (the “Adjusted Closing Cash”), is less than Two Million Dollars ($2,000,000) (such difference, the “Closing Cash Shortfall”), then the Buyer shall (A) first be entitled to receive from the Holdback Closing Cash an amount equal to the Closing Cash Shortfall, and (B) second, only if (x) the Closing Cash Shortfall is greater than the Holdback Closing Cash and (y) there is Excess Cash, be entitled to receive from the Escrow Fund an amount equal to the amount by which the remaining Closing Cash Shortfall exceeds the Holdback Closing Cash (provided that the maximum aggregate amount that Buyer shall be entitled to receive from the Holdback Closing Cash and the Escrow Fund pursuant to Sections 2.4(d)(iv)(A) and 2.4(d)(iv)(B) shall be an amount equal to the Excess Cash (it being understood that if there is no Excess Cash, Buyer shall not be able to recover any amounts from the Holdback Closing Cash or the Escrow Fund Pursuant to this Sections 2.4(d)(iv)(A) and 2.4(d)(iv)(B)), and (iiC) third, only if the remaining Closing Cash Shortfall is greater than the Excess Cash, be entitled to receive the portion of the Closing Net Cash Shortfall in excess of the Excess Cash from the Carve-out Plan Participants (the “Carve-out Plan Repayment”) (provided that the maximum aggregate amount that Buyer shall be entitled to receive from the Carve-Out Plan Participants pursuant to this Section 2.4(d)(iv)(C) shall be an amount equal to the Carve-Out Plan Amount), and (D) finally, if there is a Closing Cash Shortfall in excess of the sum of the Excess Cash and the Carve-Out Plan Amount, Buyer shall receive any amounts of Closing Cash Shortfall outstanding pursuant to Article X. After full satisfaction of the Closing Cash Shortfall in accordance with the prior sentence, Buyer shall release the remaining Holdback Closing Cash, if any, to the Paying Agent for further distribution to the Shareholders and Non-Employee Company Option Holders based on their respective Holdback Closing Cash Pro-Rata Portions and to the Surviving Corporation for further distribution to the Employee Company Option Holders based on their respective Holdback Closing Cash Pro-Rata Portions. If the Closing Cash Shortfall is zero (0), then no later than ten (10) Business Days after the Unpaid Transaction Costs, Unpaid Closing Indebtedness as and the Closing Cash is finally determined in accordance with this Section 1.3(i)(ii). (E) If there is a positive difference between the Post-Closing Adjustment and the Closing Adjustment, then within five (5) Business Days from the earlier of (i) the date on which the Representative agrees in writing with the Closing Net Working Capital Statement and Closing Net Indebtedness Statement delivered by the Buyer, (ii) the last date on which an Objections Statement could have been sent, if no such Objections Statement shall have been sent, and (iii) the date on which the Accounting Expert renders his final decision, in accordance with Section 1.3(f)(iii)(C) (such date, the “Post Closing Adjustment Determination Date”2.4(d), the Buyer shall deliver to release all of the Paying Agent, in cash, an amount equal to such positive difference to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options according to the Payment Spreadsheet. Such distribution by the Paying Agent shall also include a distribution to the Banker, as set forth in the Payment Spreadsheet. (F) If there is a negative difference between the Post-Holdback Closing Adjustment and the Closing Adjustment, then within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall return to the Buyer, in cash, an amount equal to such negative difference from the Adjustment Fund. If the Adjustment Fund is insufficient to reimburse the Buyer the entire negative difference, then any excess amount of such negative difference shall be paid to the Buyer from the Escrow Fund. No Company Shareholder shall be required to return to the Buyer any amounts with respect to any such negative difference. (G) Within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall transfer any positive amount remaining in the Adjustment Fund Cash to the Paying Agent for further distribution to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Non-Employee Company Options, as well as Option Holders based on their respective Holdback Closing Cash Pro-Rata Portions and to the Banker, all as set forth in Surviving Corporation for further distribution to the Payment SpreadsheetEmployee Company Option Holders based on their respective Holdback Closing Cash Pro-Rata Portions.

Post-Closing Adjustments. (Aa) Within ninety sixty (9060) days after following the Closing Date, the Buyer Parent shall prepare and deliver to the Equity Holders’ Representative a statement setting forth the Buyer’s calculation of Closing Net Working Capital and Closing Net Indebtedness, which statement shall contain a consolidated balance sheet of the Company and its Subsidiaries as of the close of business on the Closing Date (without giving effect to the Acquisition) and a “Closing Balance Sheet”), which will include Parent’s calculation of Closing the Company’s actual Net Working Capital as of the close of business on the Closing Date (the “Closing Net Working Capital StatementCapital”) and a certificate based on such Closing Balance Sheet setting forth Parent’s calculation of the Closing Working Capital Adjustment (as defined in Section 3.8(b)) (such Closing Balance Sheet, statement of Net Indebtedness (Working Capital, and certificate, collectively, are referred to herein as, the “Closing Net Indebtedness Statement”). (B) During the Objections Statement Period (as defined below) and the Resolution Period (as defined below), the Buyer shall (i) give the Representative and its advisors and consultants reasonable access to the books, records, work papers, schedules, memoranda and other documents prepared or reviewed by the Buyer in connection with the preparation of the Closing Net Working Capital Statement and the Closing Net Indebtedness Statement (collectively, the “Preliminary Statements”) and (ii) cooperate with the Representative and its advisors and consultants, including the provision on a reasonably timely basis, following the request of the Representative, of information reasonably requested and access to personnel of the Company and Buyer that is necessary or useful in connection with analyzing the Preliminary Statements; provided, that such access does not unreasonably interfere with the business or operations of the Buyer or its Affiliates, including the Company and its Subsidiaries. If the Representative has any objections to the Preliminary Statements, the Representative shall deliver to the Buyer a statement setting forth its objections identifying with reasonable specificity the items with which the Representative disagrees and setting forth the amount in dispute and the reasons supporting the Representative’s positions (an “Objections Statement”). The Closing Balance Sheet shall be prepared in accordance with GAAP (as defined in Section 11.6), consistent with the practices, policies and procedures used in preparation of the Base Balance Sheet (as defined in Section 4.5(a)(ii)), and shall be certified by an authorized officer of Parent. The preparation of the Closing Statement shall be for the sole purpose of determining the Closing Working Capital Adjustment. The Equity Holders’ Representative shall have twenty (20) Business Days following its receipt of the Closing Statement (the “Review Period”) to review the same. On or before the expiration of the Review Period, the Equity Holders’ Representative shall deliver to Parent a written statement accepting or objecting to the Closing Statement. If the Equity Holders’ Representative objects to the Closing Statement, such statement shall include an itemization of the Equity Holders’ Representative’s objections and the reasons therefor. If the Equity Holders’ Representative does not challenge deliver such statement to Parent within the Preliminary Statements on any basis other than as set forth in a timely delivered Objections Statement and Review Period, the Equity Holders’ Representative shall be deemed to have agreed with all other items and amounts contained in the Preliminary Statements, except to the extent of any new information learned by the Representative in the course of negotiations during the Resolution Period or during the proceedings referred to in clause (C) below. If an Objections Statement is not delivered to the Buyer within thirty (30) days after delivery of the Preliminary Statements (the “Objections Statement Period”), the Preliminary Statements shall be final, binding and non-appealable by the parties hereto. (C) The Representative and the Buyer shall negotiate in good faith to resolve any such objections contained in an Objections Statement delivered pursuant to Section 1.3(i)(ii)(B), but if they do not reach a final resolution within fifteen (15) Business Days after the delivery of the Objections Statement (the “Resolution Period”), the Representative and the Buyer shall submit such disputes to Deloitte, or, if Deloitte is unwilling or unable to fulfill such role, to an independent certified public accountant mutually acceptable to the Buyer and the Representative (the “Independent Accounting Firm”). If the Representative and the Buyer fail to agree on the identity of the Independent Accounting Firm, then each of the Representative and the Buyer shall be entitled to request that the President of the Israeli CPA Counsel appoint the Independent Accounting Firm. The Independent Accounting Firm shall designate a partner to handle the dispute, which partner shall be reasonably acceptable to the Buyer and Representative (the “Accounting Expert”). Each of the Representative and the Buyer shall be permitted to present a supporting brief to the Accounting Expert limited to detailing the Representative’s or the Buyer’s proposed resolution, as applicable, of each item identified in the Objections Statement that is still unresolved (which supporting brief shall also be concurrently provided to the other party) within ten (10) Business Days of the Accounting Expert’s engagement. Within ten (10) Business Days of receipt of a supporting brief, the receiving party may present a responsive brief to the Accounting Expert (which responsive brief shall also be concurrently provided to the other party) limited to the matters reflected in the brief to which it responds. Each of the Representative and Buyer may require that oral arguments will be presented by such party or its advisors or consultants to the Accounting Expert to supplement the supporting brief and in such case the Accounting Expert shall be required to schedule time for oral presentations in the presence of both parties and their advisors and consultants either in person or through teleconference; provided, however, that in no event shall such oral arguments be heard later than five (5) Business Days after delivery of the responsive brief. The oral arguments of the Representative and the Buyer shall be limited to the items identified in the Objections Statement that remain unresolved. The Accounting Expert shall consider only such written briefs, oral presentations and the Objections Statement in making its determination of those items and amounts that are identified in the Objections Statement and are still unresolved. The Accounting Expert’s determination will be based solely on the definitions of accepted the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained herein. The Accounting Expert shall deliver to the Buyer and the Representative, as promptly as practicable (but in any event no later than thirty (30) days from the date of engagement of the Accounting Expert), the Accounting Expert’s determination of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital (as applicable), including the Accounting Expert’s calculations of the components of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained in an Objections Statement delivered pursuant to Section 1.3(i)(ii)(B); provided, that such calculations of the disputed components shall not be outside the range established by the Buyer’s calculations pursuant to the Preliminary Statements, on the one hand, and the Representative’s calculations pursuant to the Objections Statement as may be supplemented as set forth above, on the other hand. The calculations of the Accounting Expert shall be final, binding on and non-appealable by the parties hereto other than in the event of fraud. The fees and expenses of the Accounting Expert shall be allocated among the parties as determined by the Accounting Expert. For the avoidance of doubt, any matter which is subject to the Post Closing Adjustment provisions of this Section 1.3 may not be subject to the indemnification provisions of this Agreement. This Section 1.3(i)(ii)(C) constitutes an arbitration agreement in accordance with the Israeli Arbitration Law-1968 (the “Arbitration Law”)Statement. (D) The “Post Closing Adjustment” shall be calculated based on (i) the Closing Net Working Capital as determined in accordance with this Section 1.3(i)(ii), and (ii) the Closing Net Indebtedness as determined in accordance with this Section 1.3(i)(ii). (E) If there is a positive difference between the Post-Closing Adjustment and the Closing Adjustment, then within five (5) Business Days from the earlier of (i) the date on which the Representative agrees in writing with the Closing Net Working Capital Statement and Closing Net Indebtedness Statement delivered by the Buyer, (ii) the last date on which an Objections Statement could have been sent, if no such Objections Statement shall have been sent, and (iii) the date on which the Accounting Expert renders his final decision, in accordance with Section 1.3(f)(iii)(C) (such date, the “Post Closing Adjustment Determination Date”), the Buyer shall deliver to the Paying Agent, in cash, an amount equal to such positive difference to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options according to the Payment Spreadsheet. Such distribution by the Paying Agent shall also include a distribution to the Banker, as set forth in the Payment Spreadsheet. (F) If there is a negative difference between the Post-Closing Adjustment and the Closing Adjustment, then within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall return to the Buyer, in cash, an amount equal to such negative difference from the Adjustment Fund. If the Adjustment Fund is insufficient to reimburse the Buyer the entire negative difference, then any excess amount of such negative difference shall be paid to the Buyer from the Escrow Fund. No Company Shareholder shall be required to return to the Buyer any amounts with respect to any such negative difference. (G) Within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall transfer any positive amount remaining in the Adjustment Fund to the Paying Agent to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options, as well as to the Banker, all as set forth in the Payment Spreadsheet.

Post-Closing Adjustments. (Aa) Within ninety (90) 5 business days after the date which is 90 days after the Closing Date, the Buyer shall Purchaser will prepare and deliver (or cause to be prepared and delivered) to the Seller Representative a statement setting forth written notice (the Buyer“Adjustment Notice”) containing the Purchaser’s calculation of (A) the adjusted Closing Net Working Capital Cash, (B) the adjusted accounts receivable, (C) the adjusted accounts payable and Closing Net Indebtednessaccrued expenses, which statement shall contain a balance sheet of and (D) the adjusted Company as of the Closing Date (without giving effect to the Acquisition) and a calculation of Closing Net Working Capital Transaction Expenses (the “Closing Net Working Capital Statement”) and Closing Net Indebtedness (the “Closing Net Indebtedness Statement”). (B) During the Objections Statement Period (as defined below) and the Resolution Period (as defined below), the Buyer shall (i) give the Representative and its advisors and consultants reasonable access to the books, records, work papers, schedules, memoranda and other documents prepared or reviewed by the Buyer in connection with the preparation of the Closing Net Working Capital Statement and the Closing Net Indebtedness Statement (collectively, the “Preliminary Statements”) and (ii) cooperate with the Representative and its advisors and consultants, including the provision on a reasonably timely basis, following the request of the Representative, of information reasonably requested and access to personnel of the Company and Buyer that is necessary or useful in connection with analyzing the Preliminary Statements; provided, that such access does not unreasonably interfere with the business or operations of the Buyer or its Affiliates, including the Company and its Subsidiaries. If the Representative has any objections to the Preliminary Statements, the Representative shall deliver to the Buyer a statement setting forth its objections identifying with reasonable specificity the items with which the Representative disagrees and setting forth the amount in dispute and the reasons supporting the Representative’s positions (an “Objections StatementAdjustment Calculation”). The Representative shall not challenge Adjustment Calculation will be prepared in accordance with the Preliminary Statements on any basis other than as set forth in a timely delivered Objections Statement and shall be deemed to have agreed with all other items and amounts contained in the Preliminary Statements, except to the extent of any new information learned by the Representative in the course of negotiations during the Resolution Period or during the proceedings referred to in clause Accounting Rules. (Cb) below. If an Objections Statement is not delivered to the Buyer within thirty (30) Within 30 days after delivery of the Preliminary Statements Adjustment Notice (the “Objections Statement Dispute Period”), the Preliminary Statements shall Seller Representative will deliver to the Purchaser a written response in which the Seller Representative will either: (i) agree in writing with the Adjustment Calculation, in which case such calculation will be final, final and binding and non-appealable by on the parties heretofor purposes of Section 2.5(f); or (ii) dispute the Adjustment Calculation by delivering to the Purchaser a written notice (a “Dispute Notice”) setting forth in reasonable detail the basis for each such disputed item. (Ciii) The During the Dispute Period, Purchaser shall allow Seller and its Representatives full and reasonable access to the records used or incidental in preparing the Adjustment Notice. (c) If the Seller Representative and fails to take either of the Buyer shall negotiate in good faith to resolve any such objections contained in an Objections Statement delivered pursuant to Section 1.3(i)(ii)(B), but if they do not reach a final resolution foregoing actions within fifteen (15) Business Days 30 days after the delivery of the Objections Statement Adjustment Notice, then the Seller Representative will be deemed to have irrevocably accepted the Adjustment Calculation, in which case, the Adjustment Calculation will be final and binding on the parties for purposes of Section 2.5(f). (d) If the Seller Representative timely delivers a Dispute Notice to the Purchaser, then the Purchaser and the Seller Representative will attempt in good faith, for a period of 45 days, to agree on the Adjustment Calculation for purposes of Section 2.5(f). Any resolution by the Purchaser and the Seller Representative during such 45-day period as to any disputed items will be final and binding on the parties for purposes of Section 2.5(f). If the Purchaser and the Seller Representative do not resolve all disputed items by the end of 45 days after the date of delivery of the Dispute Notice, then the Purchaser and the Seller Representative will submit, and the Purchaser or the Seller Representative may submit if the other party refuses to the act in accordance with this Agreement, the remaining items in dispute that were properly included in the Dispute Notice (the “Resolution PeriodUnresolved Items”)) to the San Francisco office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ for resolution, the Representative and the Buyer shall submit such disputes to Deloitte, or, or if Deloitte that firm is unwilling or unable to fulfill serve, the Purchaser and the Seller Representative will engage another mutually agreeable independent accounting firm of recognized national standing, which firm is not the regular auditing firm of the Purchaser or the Company. If the Purchaser and the Seller Representative are unable to jointly select such roleindependent accounting firm within 10 days after such 30-day period, to the Purchaser, on the one hand, and the Seller Representative, on the other hand, will each select an independent certified public accountant mutually acceptable accounting firm of recognized national standing and each such selected accounting firm will select a third independent accounting firm of recognized national standing, which firm is not the regular auditing firm of the Purchaser or the Company; provided, however, that if either the Purchaser, on the one hand, or the Seller Representative, on the other hand, fail to select such independent accounting firm during this 10-day period, then the Buyer and parties agree that the Representative independent accounting firm selected by the other party will be the independent accounting firm selected by the parties for purposes of this Section 2.5 (such selected independent accounting firm, whether pursuant to this sentence or the preceding sentence, the “Independent Accounting Firm”). If the Representative The Purchaser and the Buyer fail Seller Representative will instruct the Independent Accounting Firm to agree on render its determination with respect to the identity Unresolved Items in a written report that specifies the conclusions of the Independent Accounting Firm, then Firm as to each of the Representative Unresolved Item and the Buyer shall be entitled resulting Purchase Price and Adjustment Calculation, in each case based solely on the written reports submitted to request the Independent Accounting Firm by the Purchaser or the Seller Representative (i.e., not on independent review) and on the definitions and other terms included herein; provided, that in resolving an Unresolved Item, the President of Independent Accounting Firm may not assign a value to any particular item greater than the Israeli CPA Counsel appoint greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party, in the written reports presented to the Independent Accounting Firm. The Purchaser and the Seller Representative will each use their commercially reasonable efforts to cause the Independent Accounting Firm shall designate a partner to handle the dispute, which partner shall be reasonably acceptable to the Buyer and Representative (the “Accounting Expert”). Each render its determination within 30 days after referral of the Representative items to such firm or as soon thereafter as reasonably practicable. The resolution of the Unresolved Items by the Independent Accounting Firm will be final and binding, and the Buyer shall be permitted to present a supporting brief to the Accounting Expert limited to detailing the Representative’s or the Buyer’s proposed resolution, as applicable, of each item identified in the Objections Statement that is still unresolved (which supporting brief shall also be concurrently provided to the other party) within ten (10) Business Days of the Accounting Expert’s engagement. Within ten (10) Business Days of receipt of a supporting brief, the receiving party may present a responsive brief to the Accounting Expert (which responsive brief shall also be concurrently provided to the other party) limited to the matters reflected in the brief to which it responds. Each of the Representative and Buyer may require that oral arguments will be presented by such party or its advisors or consultants to the Accounting Expert to supplement the supporting brief and in such case the Accounting Expert shall be required to schedule time for oral presentations in the presence of both parties and their advisors and consultants either in person or through teleconference; provided, however, that in no event shall such oral arguments be heard later than five (5) Business Days after delivery of the responsive brief. The oral arguments of the Representative and the Buyer shall be limited to the items identified in the Objections Statement that remain unresolved. The Accounting Expert shall consider only such written briefs, oral presentations and the Objections Statement in making its determination of those items and amounts that are identified in the Objections Statement and are still unresolved. The Accounting Expert’s determination will be based solely on the definitions of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained herein. The Accounting Expert shall deliver to the Buyer and the Representative, as promptly as practicable (but in any event no later than thirty (30) days from the date of engagement of the Accounting Expert), the Accounting Expert’s determination of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital (as applicable), including the Independent Accounting Expert’s calculations of the components of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained in Firm will constitute an Objections Statement delivered pursuant to Section 1.3(i)(ii)(B); provided, arbitral award that such calculations of the disputed components shall not be outside the range established by the Buyer’s calculations pursuant to the Preliminary Statements, on the one hand, and the Representative’s calculations pursuant to the Objections Statement as may be supplemented as set forth above, on the other hand. The calculations of the Accounting Expert shall be is final, binding on and non-appealable and upon which a judgment may be entered by a court having jurisdiction over the parties hereto other than party against which such determination is to be enforced. The Purchaser will revise the Adjustment Calculation as appropriate to reflect the resolution of the issues in the event of frauddispute pursuant to this Section 2.5(d). The fees and expenses of the Independent Accounting Expert shall Firm will be allocated among the parties as determined shared by the Accounting Expert. For Purchaser and the avoidance of doubt, any matter which is subject Seller Representative in inverse proportion to the Post Closing Adjustment provisions relative amounts of this Section 1.3 may not the disputed amount determined to be subject to for the indemnification provisions account of this Agreement. This Section 1.3(i)(ii)(C) constitutes an arbitration agreement in accordance with the Israeli Arbitration Law-1968 (Purchaser and the “Arbitration Law”)Seller Representative, respectively. (De) The “Post Closing Adjustment” shall For purposes of complying with this Section 2.5, the Purchaser and the Seller Representative will furnish to each other and to the Independent Accounting Firm such work papers and other documents and information relating to the disputed items as the Independent Accounting Firm may request and are available to that party (or its independent public accountants) and will be calculated based on afforded the opportunity to present to the Independent Accounting Firm any material related to the disputed items and to discuss the items with the Independent Accounting Firm, provided, that (i) each party will provide the Closing Net Working Capital as determined in accordance other party with this Section 1.3(i)(ii)a copy of all materials provided to, and communications with, the Independent Accounting Firm, and (ii) no party (or any of its Affiliates or Representatives) will engage in any ex parte communication with the Closing Net Indebtedness as determined in accordance Independent Accounting Firm at any time with respect to the Unresolved Items. The Purchaser may require that the Independent Accounting Firm enter into a customary form of confidentiality agreement with respect to the work papers and other documents and information relating to the Acquired Companies provided to the Independent Accounting Firm pursuant to this Section 1.3(i)(ii)2.5. (Ef) If there is a positive difference between the Post-Closing Adjustment and Purchase Price, as finally determined pursuant to this Section 2.5 (the Closing Adjustment“Final Purchase Price”), is: (i) less than the Estimated Purchase Price, then within five (5) Business Days from after the earlier determination of (i) the date on Final Purchase Price, the Sellers shall, jointly and severally, pay to the Purchaser, an amount of cash, equal to the amount by which the Representative agrees in writing with Estimated Purchase Price exceeds the Closing Net Working Capital Statement and Closing Net Indebtedness Statement delivered by the Buyer, Final Purchase Price; and (ii) greater than the last date on which an Objections Statement could have been sent, if no such Objections Statement shall have been sent, and (iii) the date on which the Accounting Expert renders his final decision, in accordance with Section 1.3(f)(iii)(C) (such date, the “Post Closing Adjustment Determination Date”), the Buyer shall deliver to the Paying Agent, in cash, an amount equal to such positive difference to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options according to the Payment Spreadsheet. Such distribution by the Paying Agent shall also include a distribution to the Banker, as set forth in the Payment Spreadsheet. (F) If there is a negative difference between the Post-Closing Adjustment and the Closing AdjustmentEstimated Purchase Price, then within five (5) Business Days from after the Post Closing Adjustment Determination Datedetermination of the Final Purchase Price, the Escrow Agent Purchaser shall return pay to the BuyerSellers, in cash, an amount equal to such negative difference from accordance with the Adjustment Fund. If the Adjustment Fund is insufficient to reimburse the Buyer the entire negative difference, then any excess amount of such negative difference shall be paid to the Buyer from the Escrow Fund. No Company Shareholder shall be required to return to the Buyer any amounts with respect to any such negative difference. (G) Within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall transfer any positive amount remaining in the Adjustment Fund to the Paying Agent to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options, as well as to the Banker, all as allocations set forth in the Payment SpreadsheetClosing Statement, an amount of cash, equal to the amount by which the Final Purchase Price exceeds the Estimated Purchase Price. (g) Any payment by or on behalf of a party pursuant to Section 2.5(f) will be effected by wire transfer of immediately available funds to an account designated by the receiving party. (h) Any payment made pursuant to this Section 2.5 will be treated by the parties for all purposes as an adjustment to the Estimated Purchase Price and will not be subject to offset for any reason.

Post-Closing Adjustments. (Aa) Within ninety (90) days after After the Closing DateArrangement, the Buyer Surviving Corporation shall prepare and deliver hire an auditor, licensed by the U.S. Public Corporation Accounting Oversight Board, to perform an audit (in accordance with U.S. Generally Accepted Accounting Principles) of the Representative a statement setting forth the Buyer’s calculation of Closing Net Working Capital and Closing Net Indebtedness, which statement shall contain a balance sheet of the Company Comamtech as of the Closing Date (without giving effect the “Opening Balance Sheet Audit”). Such Opening Balance Sheet Audit shall include line items for Comamtech’s assets, liabilities and shareholders’ equity as of the Closing Date. Comamtech shall provide the Surviving Corporation’s auditors and accounting and other personnel access to the Acquisition) books and records of Comamtech and any other documents or information reasonably requested. On or before August 25, 2011, the Surviving Corporation shall prepare a calculation of Closing Net Working Capital statement (the “Closing Net Working Capital Purchase Price Statement”) setting forth its good faith computation of the shareholders’ equity as of August 15, 2011. The Purchase Price Statement shall include the balances from the Opening Balance Sheet Audit with adjustments for realized and Closing Net Indebtedness (unrealized gains and losses and income and expenses from the “Closing Net Indebtedness disposition and maintenance of the assets and liabilities on the Opening Balance Sheet Audit. The Surviving Corporation shall deliver such Purchase Price Statement to the Shareholder Representatives together with such schedules and data with respect to the determination thereof as may be appropriate to support the calculations set forth in the Purchase Price Statement”). Following the delivery of the Purchase Price Statement, the Surviving Corporation shall provide the Shareholder Representatives prompt and reasonable access to the Surviving Corporation’s auditors and accounting and other personnel to the books and records and any other documents or information reasonably requested by the Shareholder Representatives in order to allow the Shareholder Representatives to verify the accuracy of the computation set forth in the Purchase Price Statement. (Bb) During If the Objections Statement Period (as defined below) and Shareholder Representatives disagree with the Resolution Period (as defined below)calculation of any of the items set forth in the Purchase Price Statement, the Buyer Shareholder Representatives shall notify the Surviving Corporation in writing of such disagreement (an “Objection Notice”) within 10 days after receipt of the Purchase Price Statement by the Shareholder Representatives. Any Objection Notice shall (i) give specify in reasonable detail the Representative and its advisors and consultants reasonable access to the books, records, work papers, schedules, memoranda and other documents prepared or reviewed by the Buyer in connection with the preparation nature of the Closing Net Working Capital Statement and the Closing Net Indebtedness Statement (collectively, the “Preliminary Statements”) any disagreement so asserted and (ii) cooperate with specify the Representative and its advisors and consultants, including line item or items in the provision on a reasonably timely basis, following the request of the Representative, of information reasonably requested and access to personnel of the Company and Buyer that is necessary or useful in connection with analyzing the Preliminary Statements; provided, that such access does not unreasonably interfere with the business or operations of the Buyer or its Affiliates, including the Company and its Subsidiaries. If the Representative has any objections to the Preliminary Statements, the Representative shall deliver to the Buyer a statement setting forth its objections identifying with reasonable specificity the items Purchase Price Statement with which the Representative disagrees Shareholder Representatives disagree and setting forth the amount in dispute and of each such line item or items as calculated by the reasons supporting the Representative’s positions (an “Objections Statement”)Shareholder Representatives. The Representative shall not challenge the Preliminary Statements on any basis other than as set forth in a timely delivered Objections Statement and Shareholder Representatives shall be deemed to have agreed with all other items and amounts contained included in the Preliminary Statements, Purchase Price Statement except such items that are specifically disputed in the Objection Notice. If the Shareholder Representatives fail to deliver an Objection Notice to the extent Surviving Corporation within 10 days after receipt of any new information learned the Purchase Price Statement by the Representative in the course of negotiations during the Resolution Period or during the proceedings referred to in clause (C) below. If an Objections Statement is not delivered to the Buyer within thirty (30) days after delivery of the Preliminary Statements (the “Objections Statement Period”)Shareholder Representatives, the Preliminary Statements Purchase Price Statement shall be final, deemed final and binding on the Comamtech Shareholders and non-appealable by the parties heretoDecisionPoint Shareholders. (Cc) The Representative If the Shareholder Representatives deliver an Objection Notice to the Purchase Price Statement within 10 days following the receipt of such statement, then the Shareholder Representatives and the Buyer Surviving Corporation shall negotiate in good faith and attempt to resolve any their disagreement. Should such objections contained negotiations not result in an Objections Statement delivered pursuant to Section 1.3(i)(ii)(B), but if they do not reach a final resolution agreement within fifteen (15) Business Days ten days after the delivery of an Objection Notice, the Objections Statement issues remaining in dispute shall be submitted to a neutral auditor selected by the Shareholder Representatives and Board of Directors of the Surviving Corporation (the “Resolution PeriodNeutral Auditor”), each acting reasonably. Within 5 days of selecting the Representative and Neutral Auditor, the Buyer Shareholder Representatives shall submit such disputes furnish or cause to Deloitte, or, if Deloitte is unwilling or unable to fulfill such role, to an independent certified public accountant mutually acceptable be furnished to the Buyer Neutral Auditor such work papers and the Representative (the “Independent Accounting Firm”). If the Representative other documents and the Buyer fail to agree on the identity of the Independent Accounting Firm, then each of the Representative and the Buyer shall be entitled to request that the President of the Israeli CPA Counsel appoint the Independent Accounting Firm. The Independent Accounting Firm shall designate a partner to handle the dispute, which partner shall be reasonably acceptable information relating to the Buyer disputed issues as they may deem necessary or appropriate or as the Neutral Auditor may request and Representative (the “Accounting Expert”). Each of the Representative and the Buyer shall be permitted that are available to present a supporting brief to the Accounting Expert limited to detailing the Representative’s or the Buyer’s proposed resolution, as applicable, of each item identified in the Objections Statement that is still unresolved (which supporting brief shall also be concurrently provided to the other party) within ten (10) Business Days of the Accounting Expert’s engagement. Within ten (10) Business Days of receipt of a supporting brief, the receiving party may present a responsive brief to the Accounting Expert (which responsive brief shall also be concurrently provided to the other party) limited to the matters reflected in the brief to which it responds. Each of the Representative and Buyer may require that oral arguments will be presented by such party or its advisors or consultants agents. Further, the Shareholder Representatives shall be afforded the opportunity to present to the Accounting Expert Neutral Auditor any material relating to supplement the supporting brief disputed issues and in such case to discuss the Accounting Expert shall be required to schedule time for oral presentations in issues with the presence of both parties and their advisors and consultants either in person or through teleconference; Neutral Auditor, provided, however, that no party shall have any discussions with the Neutral Auditor without first providing the other parties with notice of such discussions and a reasonable opportunity to attend, observe or otherwise participate in no event shall such oral arguments be heard later than five (5) Business Days after delivery of the responsive briefdiscussions. The oral arguments of the Representative and the Buyer shall be limited to the items identified in the Objections Statement that remain unresolved. The Accounting Expert shall consider only such written briefs, oral presentations and the Objections Statement in making its determination of those items and amounts that are identified in the Objections Statement and are still unresolved. The Accounting Expert’s determination Neutral Auditor will be based solely on the definitions of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained herein. The Accounting Expert shall deliver to the Buyer and the RepresentativeShareholder Representatives, as promptly as practicable (but and in any event no later than thirty within 21 days after its appointment, a written determination (30) days from which determination shall include a worksheet setting forth all material calculations used in arriving at such determination and shall be based solely on information provided to the date of engagement Neutral Auditor by the Shareholder Representatives of the Accounting Expert)disputed items. In resolving any disputed item, the Accounting ExpertNeutral Auditor: (i) shall be bound by the principles set forth in this Section and (ii) shall limit its review to the line items and items specifically set forth in and properly raised in an Objection Notice. The Neutral Auditor’s determination shall be final and binding on the Comamtech Shareholders and the DecisionPoint Shareholders. (d) Upon the agreement of the Closing Date CashShareholder Representatives or the decision of the Neutral Auditor, or if the Shareholder Representatives fail to deliver an Objection Notice within the 10 day period provided in this section, the Closing Date IndebtednessPurchase Price Statement, the Closing Net Indebtedness and the Closing Net Working Capital as adjusted (as applicableif necessary), including the Accounting Expert’s calculations final (as adjusted pursuant hereto) shareholders’ equity balance (the “Final Shareholders’ Equity Balance”) shall constitute the final shareholders’ equity balance for all purposes hereunder. (e) If the Final Shareholders’ Equity Balance exceeds $7,633,000, then the shareholders of Comamtech at the components of the Closing Record Date Cashshall be entitled to receive on a pro rata basis, the Closing Date Indebtednessto be issued as additional consideration, the Closing Net Indebtedness and the Closing Net Working Capital contained in an Objections Statement delivered pursuant to Section 1.3(i)(ii)(B); provided, that such calculations of the disputed components shall not be outside the range established by the Buyer’s calculations pursuant shares equal to the Preliminary Statements, Additional Comamtech Shares on the one hand, and the Representative’s calculations pursuant Schedule 5 according to the Objections Statement as may be supplemented as set forth aboveFinal Shareholders’ Equity Balance. (f) If the Final Shareholders’ Equity Balance is less than $7,233,000, on then the other hand. The calculations shareholders of DecisionPoint at the Accounting Expert Record Date shall be finalentitled to receive on a pro rata basis, binding to be issued as additional consideration, shares equal to the Additional DecisionPoint Shares on and non-appealable by Schedule 5 according to the parties hereto other than in the event of fraud. Final Shareholders’ Equity Balance. (g) The fees and expenses of the Accounting Expert Additional Comamtech Shares or Additional DecisionPoint Shares, if any, shall be allocated among the parties as determined by the Accounting Expert. For the avoidance of doubt, any matter which is subject to the Post Closing Adjustment provisions of this Section 1.3 may not be subject to the indemnification provisions of this Agreement. This Section 1.3(i)(ii)(C) constitutes an arbitration agreement distributed in accordance with the Israeli Arbitration Law-1968 (the “Arbitration Law”)foregoing on or before October 31, 2011. (Dh) It is agreed that any costs related to the audit shall not be accrued as liabilities in the Opening Balance Sheet Audit or in the Final Shareholders’ Equity Balance. The “Post Closing Adjustment” Shareholder Representatives may consult with such professional advisors as they may deem reasonably necessary in order to verify the accuracy or computations set forth herein at the expense of the Surviving Corporation, it being understood that such professional advisory expenses shall be calculated based on (i) the Closing Net Working Capital as determined in accordance with this Section 1.3(i)(ii), and (ii) the Closing Net Indebtedness as determined in accordance with this Section 1.3(i)(ii)no event exceed $10,000. (E) If there is a positive difference between the Post-Closing Adjustment and the Closing Adjustment, then within five (5) Business Days from the earlier of (i) the date on which the Representative agrees in writing with the Closing Net Working Capital Statement and Closing Net Indebtedness Statement delivered by the Buyer, (ii) the last date on which an Objections Statement could have been sent, if no such Objections Statement shall have been sent, and (iii) the date on which the Accounting Expert renders his final decision, in accordance with Section 1.3(f)(iii)(C) (such date, the “Post Closing Adjustment Determination Date”), the Buyer shall deliver to the Paying Agent, in cash, an amount equal to such positive difference to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options according to the Payment Spreadsheet. Such distribution by the Paying Agent shall also include a distribution to the Banker, as set forth in the Payment Spreadsheet. (F) If there is a negative difference between the Post-Closing Adjustment and the Closing Adjustment, then within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall return to the Buyer, in cash, an amount equal to such negative difference from the Adjustment Fund. If the Adjustment Fund is insufficient to reimburse the Buyer the entire negative difference, then any excess amount of such negative difference shall be paid to the Buyer from the Escrow Fund. No Company Shareholder shall be required to return to the Buyer any amounts with respect to any such negative difference. (G) Within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall transfer any positive amount remaining in the Adjustment Fund to the Paying Agent to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options, as well as to the Banker, all as set forth in the Payment Spreadsheet.ARTICLE 4 DISSENT RIGHTS

Post-Closing Adjustments. (A) Within ninety (90) 60 days after of the Closing Date, the Buyer shall will prepare and deliver to the Representative a statement setting forth the Buyer’s its calculation of Closing Net Working Capital the Marijuana Inventory based on the Sellers’ respective METRC inventory tracking reports reflecting the Inventory at the Closing, and Closing Net Indebtedness, which statement shall contain a balance sheet of the Company as of cash actually delivered by Sellers to Buyer at the Closing Date (without giving effect to the Acquisition) and a calculation of Closing Net Working Capital (the “Closing Net Working Capital Statement”) and deliver the Closing Net Indebtedness Statement to Representative for Representative’s review. Representative and Representative’s professional advisors will have, upon request, reasonable access during regular business hours to Buyer’s books and records to the extent necessary for such review. During a period of ten days following ▇▇▇▇▇’s delivery of the Closing Statement to Representative (the “Closing Net Indebtedness StatementObjection Period”). (B) During the Objections Statement Period (as defined below) and the Resolution Period (as defined below), the Buyer shall (i) give the Representative and its advisors and consultants reasonable access to the books, records, work papers, schedules, memoranda and other documents prepared or reviewed by the Buyer in connection with the preparation of the Closing Net Working Capital Statement and the Closing Net Indebtedness Statement (collectively, the “Preliminary Statements”) and (ii) cooperate with the Representative and its advisors and consultants, including the provision on a reasonably timely basis, following the request of the Representative, of information reasonably requested and access to personnel of the Company and Buyer that is necessary or useful in connection with analyzing the Preliminary Statements; provided, that such access does not unreasonably interfere with the business or operations of the Buyer or its Affiliates, including the Company and its Subsidiaries. If the Representative has any objections to the Preliminary Statements, the Representative shall deliver to the Buyer a statement setting forth its objections identifying with reasonable specificity the items with which the if Representative disagrees and setting forth the amount in dispute and the reasons supporting the Representative’s positions (an “Objections Statement”). The Representative shall not challenge the Preliminary Statements on with any basis other than as item set forth in a timely delivered Objections Statement the Closing Statement, Representative will give written notice (the “Objection Notice”) to Buyer within the Objection Period, specifying in reasonable detail Representative’s disagreement with any such item set forth on the Closing Statement. The Objection Notice must specify those items or amounts as to which Representative disagrees, and shall Representative and each Seller will be deemed to have agreed with all other items and amounts contained in the Preliminary StatementsClosing Statement. If Representative does not deliver an Objection Notice within the Objection Period, except then Representative and each Seller will be deemed to have agreed entirely with items set forth on the extent of any new information learned by the Representative in the course of negotiations during the Resolution Period or during the proceedings referred to in clause (C) belowClosing Statement. If an Objections Statement Objection Notice is not delivered to within the Buyer within thirty Objection Period, (i) in the 30) days after -day period following delivery of the Preliminary Statements Objection Notice, Buyer and Representative will use reasonable efforts to reach an agreement on the disputed items or amounts set forth in the Objection Notice and (the “Objections Statement Period”), the Preliminary Statements shall be final, binding ii) if Buyer and non-appealable by the parties hereto. (C) The Representative and the Buyer shall negotiate in good faith to resolve any such objections contained in an Objections Statement delivered pursuant to Section 1.3(i)(ii)(B), but if they do not reach a final resolution within fifteen (15) Business Days after the delivery of the Objections Statement (the “Resolution Period”), the Representative and the Buyer shall submit such disputes to Deloitte, or, if Deloitte is unwilling or are unable to fulfill reach an agreement during such role30-day period with respect to all disputed items or amounts, to such disputed items or amounts will be resolved by an independent certified public accountant mutually acceptable to the Buyer and the Representative accounting firm (the “Independent Accounting FirmSettlement Accountant”), to be mutually agreed upon by the Parties. If the Representative and the Buyer fail to agree on the identity Such costs of the Independent Accounting Firm, then each of the Representative and the Buyer shall be entitled to request that the President of the Israeli CPA Counsel appoint the Independent Accounting Firm. The Independent Accounting Firm shall designate a partner to handle the dispute, which partner shall be reasonably acceptable to the Buyer and Representative (the “Accounting Expert”). Each of the Representative and the Buyer shall be permitted to present a supporting brief to the Accounting Expert limited to detailing the Representative’s or the Buyer’s proposed resolution, as applicable, of each item identified in the Objections Statement that is still unresolved (which supporting brief shall also be concurrently provided to the other party) within ten (10) Business Days of the Accounting Expert’s engagement. Within ten (10) Business Days of receipt of a supporting brief, the receiving party may present a responsive brief to the Accounting Expert (which responsive brief shall also be concurrently provided to the other party) limited to the matters reflected in the brief to which it responds. Each of the Representative and Buyer may require that oral arguments Settlement Accountant will be presented borne equally by such party or its advisors or consultants to the Accounting Expert to supplement the supporting brief and in such case the Accounting Expert shall be required to schedule time for oral presentations in the presence of both parties and their advisors and consultants either in person or through teleconference; provided, however, that in no event shall such oral arguments be heard later than five (5) Business Days after delivery of the responsive brief. The oral arguments of the Representative and the Buyer shall be limited to the items identified in the Objections Statement that remain unresolved. The Accounting Expert shall consider only such written briefs, oral presentations and the Objections Statement in making its determination of those items and amounts that are identified in the Objections Statement and are still unresolved. The Accounting Expert’s determination will be based solely on the definitions of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained herein. The Accounting Expert shall deliver to the Buyer and the Representative, as promptly as practicable (but in any event no later than thirty (30) days from the date of engagement of the Accounting Expert), the Accounting Expert’s determination of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital (as applicable), including the Accounting Expert’s calculations of the components of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained in an Objections Statement delivered pursuant to Section 1.3(i)(ii)(B); provided, that such calculations of the disputed components shall not be outside the range established by the Buyer’s calculations pursuant to the Preliminary Statements▇▇▇▇▇, on the one hand, and the Representative’s calculations pursuant to the Objections Statement as may be supplemented as set forth aboveSellers, on the other hand. The calculations of If the Accounting Expert shall be finalMinimum Marijuana Inventory or the Minimum Cash exceeds the actual Marijuana Inventory or the cash actually delivered by Sellers to Buyer, binding respectively, in each case, as set forth on and non-appealable by the parties hereto other than in the event of fraud. The fees and expenses of the Accounting Expert shall be allocated among the parties final Closing Statement as finally determined by the Accounting Expert. For the avoidance of doubt, any matter which is subject pursuant to the Post Closing Adjustment provisions of this Section 1.3 may not be subject to the indemnification provisions of this Agreement. This Section 1.3(i)(ii)(C2.3(b) constitutes an arbitration agreement in accordance with the Israeli Arbitration Law-1968 (the aggregate amount of any such deficiency or deficiencies, a “Arbitration Law”). (D) The “Post Closing Adjustment” shall be calculated based on (i) the Closing Net Working Capital as determined in accordance with this Section 1.3(i)(ii), and (ii) the Closing Net Indebtedness as determined in accordance with this Section 1.3(i)(ii). (E) If there is a positive difference between the Post-Closing Adjustment and the Closing Adjustment, then within five (5) Business Days from the earlier of (i) the date on which the Representative agrees in writing with the Closing Net Working Capital Statement and Closing Net Indebtedness Statement delivered by the Buyer, (ii) the last date on which an Objections Statement could have been sent, if no such Objections Statement shall have been sent, and (iii) the date on which the Accounting Expert renders his final decision, in accordance with Section 1.3(f)(iii)(C) (such date, the “Post Closing Adjustment Determination DateDeficiency”), Buyer will satisfy the Buyer shall deliver to Deficiency from the Paying Agent, in cash, Cash Holdback Amount by releasing an amount equal to such positive difference to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options according to the Payment Spreadsheet. Such distribution by the Paying Agent shall also include a distribution to the Banker, as set forth in the Payment Spreadsheet. (F) If there is a negative difference between the Post-Closing Adjustment and the Closing Adjustment, then within five (5) Business Days Deficiency from the Post Closing Adjustment Determination Date, the Escrow Agent shall return Cash Holdback Amount to the Buyer, in cash, an amount equal to such negative difference from the Adjustment Fund. If the Adjustment Fund is insufficient to reimburse the Buyer the entire negative difference, then any excess amount of such negative difference shall be paid to the Buyer from the Escrow Fund. No Company Shareholder shall be required to return to the Buyer any amounts with respect to any such negative difference. (G) Within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall transfer any positive amount remaining in the Adjustment Fund to the Paying Agent to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options, as well as to the Banker, all as set forth in the Payment Spreadsheet.

Post-Closing Adjustments. (Aa) Within ninety (90) As promptly as practicable, but in no event later than 30 days after the Closing Date, the Buyer Buyers shall prepare and deliver to the Seller Representative a statement schedule (“Buyers’ Closing Schedule”) setting forth the Buyer’s in reasonable detail Buyers’ calculation of Closing Adjusted Net Working Capital and Closing Net Indebtedness, which statement shall contain a balance sheet of the Company as of the Closing Date (without giving effect to the Acquisition) and a calculation of Closing Net Working Capital (the “Closing Net Working Capital Statement”) and Closing Net Indebtedness (the “Closing Net Indebtedness Statement”). (B) During the Objections Statement Period (as defined below) and the Resolution Period (as defined below), the Buyer shall (i) Worth. Buyers will give the Seller Representative and (or its advisors and consultants representatives) reasonable access to the books, records, work papers, schedules, memoranda any computations and other documents prepared or reviewed by the Buyer workpapers used in connection with the preparation of the Buyers’ Closing Schedule. Buyers’ calculation of Adjusted Net Working Capital Statement Worth shall be prepared in accordance with GAAP, this Section 1.4 and the Closing definition of Adjusted Net Indebtedness Statement (collectively, the “Preliminary Statements”) and (ii) cooperate Worth. If Buyers employ a firm of independent accountants in connection with the preparation of Buyers’ Closing Schedule, Buyers shall cause such independent accountants to give reasonable access to the Seller Representative (or its representatives) to any computations and workpapers used in the preparation of Buyers’ Closing Schedule subject, in the case of accountants’ workpapers, to execution of a customary access agreement by the Seller Representative (or its representatives) if required by such independent accountants. On not less than 5 days prior written notice, Buyer will also give the Seller Representative (and its representatives) access, during the normal business hours of Buyers and the Companies, to all personnel, books and records of the Companies as reasonably requested by the Seller Representative to assist it, if applicable, in the preparation of Sellers’ Dispute Notice (as defined below). The Seller Representative and its advisors representatives shall be permitted to ask questions of and consultants, including receive answers from Buyers and the provision on a reasonably timely basis, following the Companies and request such other books and records of the Representative, of information Companies as is reasonably requested and access by them to personnel assist them in the review of the Company and Buyer that is necessary or useful in connection with analyzing the Preliminary Statements; provided, that such access does not unreasonably interfere with the business or operations of the Buyer or its Affiliates, including the Company and its SubsidiariesBuyers’ Closing Schedule. If the The Seller Representative has any objections to the Preliminary Statements, the Representative shall will deliver to Buyers a notice (“Sellers’ Dispute Notice”) within 30 days after receiving Buyers’ Closing Schedule if the Buyer a statement setting forth its objections identifying with reasonable specificity the items with which the Seller Representative disagrees and setting forth the amount in dispute and the reasons supporting the Representative’s positions (an “Objections Statement”). The Representative shall not challenge the Preliminary Statements on any basis other than believes that Buyers’ calculation of Adjusted Net Worth as set forth in Buyers’ Closing Schedule (i) has not been prepared in accordance with GAAP, this Section 1.4 and the definition of Adjusted Net Worth or (ii) is not mathematically correct, which notice shall set forth in reasonable detail all disputed items, the basis for such disagreement, the dollar amounts involved (the “Disputed Items”) and the Seller Representative’s calculation of Adjusted Net Worth. The Seller Representative will give Buyers (or their representatives) reasonable access to any computations and workpapers used by the Seller Representative or its representatives in connection with the review of Buyers’ Closing Schedule or the preparation of Sellers’ Dispute Notice, subject, in the case of accountants’ workpapers, to execution of a timely delivered Objections Statement customary access agreement by Buyers (or their representatives) if required by such accountants. Buyers and their representatives shall be permitted to ask questions of and receive answers from any Person necessary including, without limitation, the Seller Representative and request such other books as are reasonably requested by Buyers to assist it in the review of Sellers’ Dispute Notice. The Seller Representative shall be deemed to have agreed with all other items and amounts other than the Disputed Items contained in the Preliminary StatementsBuyers’ Closing Schedule, except to the extent and if no Sellers’ Dispute Notice is received by Buyers within such 30-day period, Buyers’ calculation of any new information learned by the Representative Adjusted Net Worth as set forth in the course of negotiations during the Resolution Period or during the proceedings referred to in clause (C) below. If an Objections Statement is not delivered to the Buyer within thirty (30) days after delivery of the Preliminary Statements (the “Objections Statement Period”), the Preliminary Statements Buyers’ Closing Schedule shall be final, final and binding and non-appealable by upon the parties hereto. (Cb) The Upon receipt by Buyers of Sellers’ Dispute Notice, if any, the Seller Representative and the Buyer Buyers shall negotiate in good faith to resolve any such objections contained disagreement with respect to Adjusted Net Worth set forth in an Objections Statement delivered pursuant to Section 1.3(i)(ii)(B), but if they do not reach a final resolution within fifteen (15) Business Days after Sellers’ Dispute Notice. To the delivery of the Objections Statement (the “Resolution Period”), the Representative extent Buyers and the Buyer shall submit such disputes to Deloitte, or, if Deloitte is unwilling or Seller Representative are unable to fulfill such roleagree with respect to Adjusted Net Worth within 30 days after receipt by Buyers of Sellers’ Dispute Notice, to an independent certified public accountant Buyers and the Seller Representative shall jointly engage a mutually acceptable to the Buyer and the Representative (the “Independent Accounting Firm”). If the Representative and the Buyer fail to agree on the identity of the Independent Accounting Firm, then each of the Representative and the Buyer shall be entitled to request that the President of the Israeli CPA Counsel appoint the Independent Accounting Firm. The Independent Accounting Firm shall designate a partner to handle the dispute, which partner shall be reasonably acceptable to the Buyer and Representative nationally recognized public accounting firm (the “Accounting ExpertFirm”). Each of the Representative ) and the Buyer shall be permitted to present a supporting brief promptly submit any unresolved Disputed Items (and their respective proposed calculations) to the Accounting Expert limited to detailing the Representative’s or the Buyer’s proposed resolution, as applicable, of each item identified in the Objections Statement that is still unresolved Firm for a binding resolution (which supporting brief shall also be concurrently provided to the other party) within ten (10) Business Days of it being understood the Accounting Expert’s engagement. Within ten (10) Business Days of receipt of a supporting brief, the receiving party may present a responsive brief to the Accounting Expert (which responsive brief shall also be concurrently provided to the other party) limited to the matters reflected in the brief to which it responds. Each of the Representative and Buyer may require that oral arguments will be presented by such party or its advisors or consultants to the Accounting Expert to supplement the supporting brief and in such case the Accounting Expert Firm shall be required to schedule time for oral presentations in the presence of both parties functioning as an expert and their advisors and consultants either in person or through teleconference; provided, however, that in no event shall such oral arguments be heard later than five (5) Business Days after delivery of the responsive briefnot an arbitrator). The oral arguments of the Representative and the Buyer shall be limited to the items identified in the Objections Statement that remain unresolved. The Accounting Expert shall consider only such written briefs, oral presentations and the Objections Statement in making its determination of those items and amounts that are identified in the Objections Statement and are still unresolved. The Accounting Expert’s determination will be based solely on the definitions of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained herein. The Accounting Expert shall deliver to the Buyer and the Representative, as promptly as practicable (but in any event no later than thirty (30) days from the date of engagement of the Accounting Expert), the Accounting Expert’s determination of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital (as applicable), including the Accounting Expert’s calculations of the components of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained in an Objections Statement delivered pursuant to Section 1.3(i)(ii)(B); provided, that such calculations of the disputed components shall not be outside the range established by the Buyer’s calculations pursuant to the Preliminary Statements, on the one hand, and the Representative’s calculations pursuant to the Objections Statement as may be supplemented as set forth above, on the other hand. The calculations of the Accounting Expert shall be final, binding on and non-appealable by the parties hereto other than in the event of fraud. The reasonable fees and expenses of the Accounting Expert Firm shall be allocated among borne by the parties party whose calculation of the aggregate dollar amount of all Disputed Items is the furthest from the aggregate dollar amount of such Disputed Items as finally determined by the Accounting ExpertFirm. (c) The Seller Representative and Buyers shall instruct the Accounting Firm to render its decision resolving the Disputed Items within 30 days after its engagement. For Buyers, Sellers and the avoidance Seller Representative agree that the determination of doubtthe Accounting Firm shall be final and binding upon the parties absent manifest error and that judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party or parties against which such determination is to be enforced. The Accounting Firm shall determine, any matter which is subject based solely on presentations by Buyers and the Seller Representative and their respective representatives, and not by independent review, only those Disputed Items and shall prepare a written report as to the Post Closing Adjustment provisions dispute and the resulting calculation of Adjusted Net Worth which shall be conclusive and binding upon the parties absent manifest error. In resolving any Disputed Item, the Accounting Firm: (x) shall be bound by the principles set forth in this Section 1.3 may not be subject 1.4 and the definition of Adjusted Net Worth, (y) shall limit its review to matters specifically set forth in Buyers’ Closing Schedule and Sellers’ Dispute Notice, and (z) shall further limit its review solely to whether the indemnification provisions of this Agreement. This Section 1.3(i)(ii)(C) constitutes an arbitration agreement Buyers’ Closing Schedule is mathematically accurate and has been prepared in accordance with GAAP and this Section 1.4. The determination of the Israeli Arbitration Law-1968 (Accounting Firm for any Disputed Item cannot, however, be in excess of, nor less than, the “Arbitration Law”)greatest or lowest value, respectively, claimed for that particular item in the proposed calculations submitted to the Accounting Firm. (Dd) The “Post Closing Adjustment” Within 15 days after the final determination of Adjusted Net Worth Buyers or the Sellers, as the case may be, shall be calculated based on make the following payments: (i) In the event that Adjusted Net Worth is equal to or greater than Target Net Worth and the Cash of the Companies on the Closing Net Working Capital Date is greater than $2,500,000, Buyers shall make a cash payment to Sellers in an amount equal to $1.00 for every $1.00 that the Cash of the Companies on the Closing Date exceeds $2,500,000, together with simple interest thereon at the Prime Rate as determined in accordance with this Section 1.3(i)(ii), and of the opening of business on the Closing Date computed from the Closing Date until the date of payment; (ii) In the event that Adjusted Net Worth is equal to or greater than Target Net Worth, Buyers shall make a cash payment to Sellers in an amount equal to $0.50 for every $1.00 that Adjusted Net Worth is greater than Target Net Worth, together with simple interest thereon at the Prime Rate as of the opening of business on the Closing Net Indebtedness as determined in accordance with this Section 1.3(i)(ii). (E) If there is a positive difference between the Post-Closing Adjustment and Date computed from the Closing Adjustment, then within five (5) Business Days from the earlier of (i) Date until the date on which of payment; provided, that for purposes of this paragraph, the Representative agrees in writing with the Closing maximum Adjusted Net Working Capital Statement and Closing Net Indebtedness Statement delivered by the Buyer, (ii) the last date on which an Objections Statement could have been sent, if no such Objections Statement Worth to be taken into account shall have been sent, and be $42,000,000; and (iii) In the date on which event that Adjusted Net Worth is less than Target Net Worth, Sellers shall make a cash payment to Buyers, within 15 days after the Accounting Expert renders his final decisiondetermination of Adjusted Net Worth, in accordance with Section 1.3(f)(iii)(C) (such date, the “Post Closing Adjustment Determination Date”), the Buyer shall deliver to the Paying Agent, in cash, an amount equal to such positive difference to be distributed promptly by deficiency, together with simple interest thereon at the Paying Agent among Prime Rate as of the Company Shareholders and holders opening of Vested Company Options according to business on the Payment Spreadsheet. Such distribution by Closing Date computed from the Paying Agent shall also include a distribution to Closing Date until the Banker, as set forth in the Payment Spreadsheetdate of payment. (Fe) If there is a negative difference between For the Post-Closing Adjustment and the Closing Adjustmentpurposes of this Section 1.4, then within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent “Target Net Worth” shall return to the Buyer, in cash, be defined as an amount equal to such negative difference from $32,000,000 plus $2.00 for every $1.00 that the Adjustment Fund. If Cash of the Adjustment Fund Companies on the Closing Date is insufficient to reimburse the Buyer the entire negative differenceless than $2,500,000, then any but in no event shall “Target Net Worth” be in excess amount of such negative difference shall be paid to the Buyer from the Escrow Fund. No Company Shareholder shall be required to return to the Buyer any amounts with respect to any such negative difference$37,000,000. (G) Within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall transfer any positive amount remaining in the Adjustment Fund to the Paying Agent to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options, as well as to the Banker, all as set forth in the Payment Spreadsheet.

Post-Closing Adjustments. (Aa) Within Following the Closing, Buyer shall prepare and deliver within ninety (90) days after following the Closing Date, the Buyer shall prepare and deliver Date to the Member Representative a statement (the “Post-Closing Statement”) setting forth the Buyer’s calculation of Closing Net of: (i) the actual Working Capital and Closing Net Indebtedness, which statement shall contain a balance sheet of the Company Group as of the Closing Date (without giving effect to the Acquisition) and a calculation of Closing Net Working Capital Calculation Time (the “Closing Net Actual Working Capital StatementCapital”); (ii) and Closing Net the actual amount of Indebtedness of the Company Group as of the Calculation Time (the “Closing Net Indebtedness StatementActual Indebtedness”); (iii) the actual amount of Cash of the Company Group as of the Calculation Time (the “Actual Cash”); and (iv) the amount of Transaction Expenses of the Company Group as of the Calculation Time (the “Actual Transaction Expenses”). (Bb) During the Objections The Post-Closing Statement Period (as defined below) and the Resolution Period (as defined below), the Buyer shall (i) give the Representative and its advisors and consultants reasonable access to the books, records, work papers, schedules, memoranda and other documents will be prepared or reviewed by the Buyer in connection a manner consistent with the preparation of the Closing Net Working Capital Statement and the Closing Net Indebtedness Statement (collectively, the “Preliminary Statements”) and (ii) cooperate with the Representative and its advisors and consultants, including the provision on a reasonably timely basis, following the request of the Representative, of information reasonably requested and access to personnel of the Company and Buyer that is necessary or useful in connection with analyzing the Preliminary Statements; provided, that such access does not unreasonably interfere with the business or operations of the Buyer or its Affiliates, including the Company and its Subsidiaries. If the Representative has any objections to the Preliminary Statements, the Representative shall deliver to the Buyer a statement setting forth its objections identifying with reasonable specificity the items with which the Representative disagrees and setting forth the amount in dispute and the reasons supporting the Representative’s positions (an “Objections Statement”). The Representative shall not challenge the Preliminary Statements on any basis other than as applicable definitions set forth in a timely delivered Objections Statement and shall be deemed to have agreed with all other items and amounts contained in the Preliminary Statements, except to the extent of any new information learned by the Representative in the course of negotiations during the Resolution Period or during the proceedings referred to in clause (C) belowherein. If an Objections Statement is not delivered to the Buyer within Within thirty (30) days after delivery to the Member Representative of the Preliminary Statements Post-Closing Statement (the “Objections Statement Dispute Period”), the Preliminary Statements Member Representative shall be finalrequired to notify Buyer in writing and with reasonable specificity (the “Dispute Notice”) of any disputed items with respect to the Post-Closing Statement. The Member Representative shall be deemed to have waived any claim with respect to any amount not specifically disputed in the Dispute Notice delivered within the Dispute Period. Upon delivery of the Post-Closing Statement, binding Buyer shall provide the Member Representative and nonits agents and representatives with reasonable access (including electronic access, to the extent available) during normal business hours and upon reasonable notice as they may reasonably require to the books and records of the Company Group and Buyer and access to such personnel or representatives of the Company and Buyer, including to the individuals responsible for preparing the Post-appealable by Closing Statement, as they may reasonably require for the parties heretosole purpose of investigating or resolving any disputes or responding to any matters or inquiries raised in the Post-Closing Statement. (Cc) The Representative Upon receipt of the Dispute Notice and for a period of thirty (30) days following receipt of the Dispute Notice by Buyer, or such longer period as mutually agreed by Buyer and the Buyer shall negotiate in good faith to resolve any such objections contained in an Objections Statement delivered pursuant to Section 1.3(i)(ii)(B), but if they do not reach a final resolution within fifteen (15) Business Days after the delivery of the Objections Statement Member Representative (the “Resolution Period”), the Representative and the Buyer shall submit negotiate with the Member Representative in good faith to resolve such disputes to Deloitte, or, if Deloitte is unwilling or unable to fulfill such role, to an independent certified public accountant mutually acceptable to the Buyer and the Representative (the “Independent Accounting Firm”). If the Representative and the Buyer fail to agree on the identity of the Independent Accounting Firm, then each of the Representative and the Buyer shall be entitled to request that the President of the Israeli CPA Counsel appoint the Independent Accounting Firm. The Independent Accounting Firm shall designate a partner to handle the dispute, which partner shall be reasonably acceptable to the Buyer and Representative (the “Accounting Expert”). Each of the Representative and the Buyer shall be permitted to present a supporting brief to the Accounting Expert limited to detailing the Representative’s or the Buyer’s proposed resolution, as applicable, of each item identified in the Objections Statement that is still unresolved (which supporting brief shall also be concurrently provided to the other party) within ten (10) Business Days of the Accounting Expert’s engagement. Within ten (10) Business Days of receipt of a supporting brief, the receiving party may present a responsive brief to the Accounting Expert (which responsive brief shall also be concurrently provided to the other party) limited to the matters reflected in the brief to which it responds. Each of the Representative and Buyer may require that oral arguments will be presented by such party or its advisors or consultants to the Accounting Expert to supplement the supporting brief and in such case the Accounting Expert shall be required to schedule time for oral presentations in the presence of both parties and their advisors and consultants either in person or through teleconferencedisputed items; provided, however, in the event that Buyer and the Member Representative are unable to resolve any such disputed items within the Resolution Period, the determination of any such unresolved disputed items with respect to the Post-Closing Statement shall be made by a mutually acceptable valuation firm of regional or national standing (the “Financial Arbitrator”). The Financial Arbitrator shall act as an independent arbitrator to determine within thirty (30) days of its engagement, based solely on the presentations by the Member Representative and Buyer and not by independent review, only those issues that remain in no event dispute from the Dispute Notice, and such determination by the Financial Arbitrator must be within the range of values assigned to such disputed items in the Post-Closing Statement and the Dispute Notice, respectively. The basis of the Financial Arbitrator’s determination must be based solely on the definitions and other applicable provisions of this Agreement. Neither the Member Representative nor Buyer (and none of their respective representatives) shall have any ex parte conversation(s) or meeting(s) with the Financial Arbitrator without the prior written consent of (x) with respect to the Member Representative, Buyer and (y) with respect to Buyer, the Member Representative. Upon final resolution of all disputed items, the Financial Arbitrator shall issue a report showing its final calculation of such oral arguments disputed items. Absent fraud or manifest error, the determination of the Financial Arbitrator shall be heard later final, binding and conclusive on the Member Representative, the Members and Buyer, and the fees and expenses of the Financial Arbitrator shall be borne by the Members (on the one hand) and Buyer (on the other hand) in proportion to the amounts by which their proposals differed from the Financial Arbitrator’s final determination. For example, should the items in dispute total in amount to $1,000 and the Financial Arbitrator award $600 in favor of Buyer’s position, 60% of the costs of its review would be borne by the Members, and 40% of the costs would be borne by Buyer. In connection with the resolution of any dispute, each Party (the Members on the one hand and Buyer on the other) shall pay its own fees and expenses, legal, accounting and consultant fees and expenses. (d) The post-Closing adjustments to the Closing Cash Payment shall be calculated and made as follows: (i) If the Estimated Working Capital is greater than the Actual Working Capital (the amount of such excess, the “Proceeds Excess”), then, the Members shall pay an amount equal to the Proceeds Excess to Buyer. If the Actual Working Capital is greater than the Estimated Working Capital, then Buyer shall pay (or cause to be paid) to the Members an amount equal to the difference between the Actual Working Capital and the Estimated Working Capital. (ii) If the Estimated Indebtedness is greater than the Actual Indebtedness, then Buyer shall pay (or cause to be paid) to the Members an amount equal to the difference between the Estimated Indebtedness and the Actual Indebtedness. If the Actual Indebtedness is greater than the Estimated Indebtedness, then the Members shall pay to Buyer an amount equal to the difference between the Actual Indebtedness and the Estimated Indebtedness. (iii) If the Actual Cash is greater than the Estimated Cash, then Buyer shall pay (or cause to be paid) to the Members an amount equal to the difference between the Estimated Cash and the Actual Cash. If the Estimated Cash is greater than the Actual Cash, then the Members shall pay to Buyer an amount equal to the difference between the Actual Cash and the Estimated Cash. (iv) If the Estimated Transaction Expenses are greater than the Actual Transaction Expenses, then Buyer shall pay (or cause to be paid) to the Members an amount equal to the difference between the Estimated Transaction Expenses and the Actual Transaction Expenses. If the Actual Transaction Expenses are greater than the Estimated Transaction Expenses, then the Members shall pay to Buyer an amount equal to the difference between the Actual Transaction Expenses and the Estimated Transaction Expenses. (e) Any payment required to be made pursuant to Section 2.7(d)(i) through Section 2.7(d)(iv) shall be defined as a “True-Up Payment”. The Parties shall aggregate each of the undisputed True-Up Payments required to be made, if any, pursuant to Section 2.7(d)(i) through Section 2.7(d)(iv) to determine an aggregate True-Up Payment in favor of Buyer or the Members, as applicable (the “Aggregate True-Up Payment”). The Aggregate True-Up Payment shall be made within five (5) Business Days after delivery resolution of the responsive briefamount of such Aggregate True-Up Payment during the Resolution Period or resolution by the Financial Arbitrator, as applicable. The oral arguments of the Representative and the Buyer Aggregate True-Up Payment shall be limited made by wire transfer of immediately available funds to a bank account designated by the recipient Party. Notwithstanding anything herein to the items identified in the Objections Statement that remain unresolved. The Accounting Expert shall consider only such written briefs, oral presentations and the Objections Statement in making its determination of those items and amounts that are identified in the Objections Statement and are still unresolved. The Accounting Expert’s determination will be based solely on the definitions of the Closing Date Cashcontrary, the Closing Date IndebtednessAggregate True-Up Payment shall not have an absolute value of greater than $1,000,000.00 (f) A Buyer favorable Aggregate True-Up Payment shall be made (i) first, the Closing Net Indebtedness and the Closing Net Working Capital contained herein. The Accounting Expert shall deliver to the Buyer and the Representative, as promptly as practicable (but in any event no later than thirty (30) days by deducting from the date Holdback Buyer Shares a number of engagement of the Accounting Expert), the Accounting Expert’s determination of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital (as applicable), including the Accounting Expert’s calculations of the components of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained shares equal in an Objections Statement delivered pursuant value to Section 1.3(i)(ii)(B); provided, that such calculations of the disputed components shall not be outside the range established by the Buyer’s calculations pursuant to the Preliminary Statements, on the one hand, and the Representative’s calculations pursuant to the Objections Statement as may be supplemented as set forth above, on the other hand. The calculations of the Accounting Expert shall be final, binding on and nonAggregate True-appealable by the parties hereto other than in the event of fraud. The fees and expenses of the Accounting Expert shall be allocated among the parties as determined by the Accounting Expert. For the avoidance of doubt, any matter which is subject to the Post Closing Adjustment provisions of this Section 1.3 may not be subject to the indemnification provisions of this Agreement. This Section 1.3(i)(ii)(C) constitutes an arbitration agreement Up Payment in accordance with the Israeli Arbitration Law-1968 (the “Arbitration Law”). (D) The “Post Closing Adjustment” shall be calculated based on (i) the Closing Net Working Capital as determined in accordance with this Section 1.3(i)(ii)2.8, and (ii) second, in the Closing Net Indebtedness as determined event such Buyer favorable Aggregate True-Up Payment exceeds the value of the Holdback Buyer Shares, from the Members. (g) If the Aggregate True-Up Payment is in favor of the Members, Buyer shall cause the amount of such Aggregate True-Up Payment to be paid to the Members in accordance with this Section 1.3(i)(ii2.7(h). (Eh) If there is a positive difference between Any payments to be made to the Post-Closing Adjustment Members under Section 2.7(g) shall be made in U.S. dollars and shall be paid as follows: the Closing Adjustment, then within five portion of such payment payable to the Members shall be delivered by or on behalf of Buyer to the Members (5by wire transfer of immediately available funds to the account(s) Business Days from designated by the earlier of Member Representative) in accordance with their respective Pro Rata Portions. (i) the date on which the Representative agrees in writing with the Closing Net Working Capital Statement and Closing Net Indebtedness Statement delivered by the Buyer, (ii) the last date on which an Objections Statement could have been sent, if no such Objections Statement Buyer shall have been sent, and (iii) the date on which the Accounting Expert renders his final decisionright, in accordance with Section 1.3(f)(iii)(C) (such dateits sole discretion, the “Post Closing Adjustment Determination Date”), the Buyer shall deliver to the Paying Agent, in cash, an withhold and set off against any amount equal otherwise due to such positive difference to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options according to the Payment Spreadsheet. Such distribution by the Paying Agent shall also include a distribution to the Banker, as set forth in the Payment Spreadsheet. (F) If there is a negative difference between the Post-Closing Adjustment and the Closing Adjustment, then within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall return to the Buyer, in cash, an amount equal to such negative difference from the Adjustment Fund. If the Adjustment Fund is insufficient to reimburse the Buyer the entire negative difference, then any excess amount of such negative difference shall be paid to the Members pursuant to this Section 2.7 the amount of any claim for indemnification or payment of damages to which Buyer from the Escrow Fund. No Company Shareholder shall may be required to return to the Buyer any amounts with respect to any such negative differenceentitled under this Agreement. (G) Within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall transfer any positive amount remaining in the Adjustment Fund to the Paying Agent to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options, as well as to the Banker, all as set forth in the Payment Spreadsheet.

Post-Closing Adjustments. 2.4.1 Within forty-five (A) Within ninety (9045) days after the Closing Date, the Buyer shall prepare and deliver to the Sellers Representative a statement (the “Closing Date Statement”) setting forth the Buyer’s calculation of Closing of: (i) the actual Net Working Capital and Closing Net Indebtedness, which statement shall contain a balance sheet of the Company as of the Closing Date (without giving effect to the Acquisition) and a calculation of Closing Net Working Capital (the “Closing Actual Net Working Capital StatementCapital”), (ii) the actual amount of Indebtedness of the Company and its Subsidiaries as of the Closing Net Indebtedness (the “Closing Net Indebtedness StatementActual Company Indebtedness”). , (Biii) During the Objections Statement Period (as defined below) and actual amount of Cash of the Resolution Period (as defined below), the Buyer shall (i) give the Representative Company and its advisors and consultants reasonable access to the books, records, work papers, schedules, memoranda and other documents prepared or reviewed by the Buyer in connection with the preparation Subsidiaries as of the Closing Net Working Capital Statement and the Closing Net Indebtedness Statement (collectively, the “Preliminary StatementsActual Company Cash”) and (iiiv) cooperate with the Representative and its advisors and consultants, including the provision on a reasonably timely basis, following the request actual amount of Company Transaction Expenses as of the Representative, of information reasonably requested and access to personnel of Closing (the “Actual Company and Buyer that is necessary or useful in connection with analyzing the Preliminary Statements; provided, that such access does not unreasonably interfere with the business or operations of the Buyer or its Affiliates, including the Company and its SubsidiariesTransaction Expenses”). If the Sellers Representative has any objections to the Preliminary StatementsClosing Date Statement as prepared by Buyer, the Sellers Representative shall deliver to the Buyer a statement setting forth its objections identifying with reasonable specificity the items with which the Representative disagrees and setting forth the amount in dispute and the reasons supporting the Representative’s positions may, within forty-five (an “Objections Statement”). The Representative shall not challenge the Preliminary Statements on any basis other than as set forth in a timely delivered Objections Statement and shall be deemed to have agreed with all other items and amounts contained in the Preliminary Statements, except to the extent of any new information learned by the Representative in the course of negotiations during the Resolution Period or during the proceedings referred to in clause (C) below. If an Objections Statement is not delivered to the Buyer within thirty (3045) days after delivery of the Preliminary Statements Sellers Representative’s receipt thereof (the “Objections Statement Notice Period”), give written notice (the Preliminary Statements “Notice”) to Buyer specifying in reasonable detail such objections and the basis therefor, and the calculations which the Sellers Representative has determined in good faith are necessary to eliminate such objections. If the Sellers Representative does not deliver the Notice within the Notice Period, Buyer’s determinations in the Closing Date Statement shall be final, binding and non-appealable by conclusive on the parties hereto. (C) The Parties. If the Sellers Representative provides the Notice within the Notice Period, the Sellers Representative and the Buyer shall negotiate in good faith during the fifteen (15)-Business Day period after the date of Buyer’s receipt of the Notice (the “Resolution Period”) to resolve any disputes regarding the Closing Date Statement. If the Sellers Representative and Buyer are unable to resolve all such objections contained in an Objections Statement delivered pursuant to Section 1.3(i)(ii)(B)disputes within the Resolution Period, but if they do not reach a final resolution then within fifteen (15) Business Days after the delivery expiration of the Objections Statement Resolution Period, all unresolved disputes shall be submitted to an independent accounting firm, to be mutually agreed upon by the Sellers Representative and Buyer (the “Resolution PeriodArbitrator”), the Representative and the Buyer shall submit such disputes to Deloitte, or, if Deloitte is unwilling or unable to fulfill such role, to an independent certified public accountant mutually acceptable to the Buyer and the Representative (the “Independent Accounting Firm”). If the Representative and the Buyer fail to agree on the identity of the Independent Accounting Firm, then each of the Representative and the Buyer who shall be entitled engaged to request that the President provide a final, binding and conclusive resolution of the Israeli CPA Counsel appoint the Independent Accounting Firm. The Independent Accounting Firm shall designate a partner to handle the dispute, which partner shall be reasonably acceptable to the Buyer and Representative all such unresolved disputes within thirty (the “Accounting Expert”). Each of the Representative and the Buyer shall be permitted to present a supporting brief to the Accounting Expert limited to detailing the Representative’s or the Buyer’s proposed resolution, as applicable, of each item identified in the Objections Statement that is still unresolved (which supporting brief shall also be concurrently provided to the other party) within ten (1030) Business Days of the Accounting Expert’s after such engagement. Within ten (10) Business Days of receipt of a supporting briefThe Arbitrator shall act as an independent arbitrator to determine, based solely on the receiving party may present a responsive brief to presentations by the Accounting Expert (which responsive brief shall also be concurrently provided to the other party) limited to the matters reflected in the brief to which it responds. Each of the Sellers Representative and Buyer and not by independent review, only those issues that remain in dispute, and the Arbitrator may require not assign a value to any particular item that oral arguments will be is greater than the greatest value for such item claimed by either Buyer or the Sellers Representative or less than the lowest value for such item claimed by either Buyer or the Sellers Representative, in each case, as presented by such party or its advisors or consultants to the Accounting Expert to supplement Arbitrator. Upon the supporting brief and in final resolution of all such case disputed items, the Accounting Expert Arbitrator shall issue a written report detailing its final calculation of such disputed items. The determination of the Arbitrator shall be required final, binding and conclusive on the Parties, and the fees and expenses of the Arbitrator shall be borne by the Sellers (on the one hand) and Buyer (on the other hand) in proportion to schedule time for oral presentations the amounts by which their proposals differed from the Arbitrator’s final determination. In connection with the resolution of any such dispute, each Party (the Sellers on the one hand and Buyer on the other) shall pay its own fees and expenses, including legal, accounting and consultant fees and expenses. Notwithstanding anything to the contrary in this Agreement, any disputes regarding amounts shown in the presence of both parties and their advisors and consultants either Closing Date Statement shall be resolved as set forth in person or through teleconference; provided, however, that in no event shall such oral arguments be heard later than this Section 2.4. 2.4.2 Within five (5) Business Days after delivery the earlier to occur of: (x) the expiration of the responsive brief. The oral arguments Notice Period, if no Notice is delivered by the Sellers Representative to Buyer by such date, and (y) the final resolution of the Representative and the Buyer shall be limited to the items identified in the Objections Statement that remain unresolved. The Accounting Expert shall consider only such written briefs, oral presentations and the Objections Statement in making its determination of those items and amounts that are identified in the Objections Statement and are still unresolved. The Accounting Expert’s determination will be based solely on the definitions of all disputes regarding the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained herein. The Accounting Expert shall deliver to the Buyer and the Representative, as promptly as practicable (but in any event no later than thirty (30) days from the date of engagement of the Accounting Expert), the Accounting Expert’s determination of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital (as applicable), including the Accounting Expert’s calculations of the components of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained in an Objections Statement delivered pursuant to Section 1.3(i)(ii)(B); provided2.4.1 above: 2.4.2.1 if such post-Closing adjustments result in an Estimated Payment Increase, then (i) Buyer shall pay each Seller (or, in the case of a Seller that such calculations of the disputed components shall not be outside the range established by the Buyer’s calculations pursuant is an Optionholder, to the Preliminary Statements, on the one hand, and the Representative’s calculations pursuant Company for disbursement to the Objections Statement as may be supplemented as set forth above, on the other hand. The calculations of the Accounting Expert shall be final, binding on and non-appealable by the parties hereto other than in the event of fraud. The fees and expenses of the Accounting Expert shall be allocated among the parties as determined by the Accounting Expert. For the avoidance of doubt, any matter which is subject to the Post Closing Adjustment provisions of this Section 1.3 may not be subject to the indemnification provisions of this Agreement. This Section 1.3(i)(ii)(C) constitutes an arbitration agreement such Optionholder in accordance with the Israeli Arbitration Law-1968 (the “Arbitration Law”). (D) The “Post Closing Adjustment” shall be calculated based on (i) the Closing Net Working Capital as determined in accordance with this Company’s ordinary payroll practices and Section 1.3(i)(ii2.2), such Seller’s Pro Rata Portion of the Estimated Payment Increase by wire transfer of immediately available funds to the bank accounts designated by the Sellers Representative (or, in the case of a Seller that is an Optionholder, the Company) and (ii) Buyer and the Closing Net Indebtedness as determined in accordance with this Section 1.3(i)(ii).Sellers Representative shall direct the Escrow Agent to disburse to the Sellers Representative (for the account of the Sellers) the NWC Escrow Amount by wire transfer of immediately available funds to a bank account designated by the Sellers Representative; and (E) If there is a positive difference between the Post2.4.2.2 if such post-Closing Adjustment adjustments result in an Estimated Payment Decrease, then Buyer and the Closing AdjustmentSellers Representative shall direct the Escrow Agent to disburse to Buyer an amount equal to the Estimated Payment Decrease from the NWC Escrow Amount by wire transfer of immediately available funds to a bank account designated by Buyer; provided that, if the NWC Escrow Amount is insufficient to satisfy any such Estimated Payment Decrease (a “NWC Escrow Shortfall”), then within five (5) Business Days from the earlier of at Buyer’s option (i) Buyer and the date on which Sellers Representative shall direct the Representative agrees in writing with Escrow Agent to disburse to Buyer an amount equal to the Closing Net Working Capital Statement and Closing Net Indebtedness Statement delivered NWC Escrow Shortfall (or any portion thereof) from the Indemnity Escrow Amount by the Buyer, wire transfer of immediately available funds to a bank account designated by Buyer and/or (ii) Buyer may recover the last date on which an Objections Statement could have been sent, if no NWC Escrow Shortfall (or any portion thereof) directly from the Sellers and the Sellers in such Objections Statement event shall have been sent, and (iii) the date on which the Accounting Expert renders his final decisionbe severally but not jointly obligated, in accordance with Section 1.3(f)(iii)(C) (such dateeach Seller’s Pro Rata Portion, to pay to Buyer by wire transfer of immediately available funds to a bank account designated by Buyer the “Post Closing Adjustment Determination Date”), the Buyer shall deliver to the Paying Agent, in cash, an amount equal to such positive difference to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options according to the Payment Spreadsheet. Such distribution by the Paying Agent shall also include a distribution to the BankerNWC Escrow Shortfall or portion thereof, as set forth in the Payment Spreadsheetapplicable. (F) If there is a negative difference between the Post-Closing Adjustment and the Closing Adjustment, then within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall return to the Buyer, in cash, an amount equal to such negative difference from the Adjustment Fund. If the Adjustment Fund is insufficient to reimburse the Buyer the entire negative difference, then any excess amount of such negative difference shall be paid to the Buyer from the Escrow Fund. No Company Shareholder shall be required to return to the Buyer any amounts with respect to any such negative difference. (G) Within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall transfer any positive amount remaining in the Adjustment Fund to the Paying Agent to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options, as well as to the Banker, all as set forth in the Payment Spreadsheet.

Post-Closing Adjustments. The Base Purchase Price set forth in ------------------------ Section 1.1 hereof shall be subject to adjustment after the Closing Date as follows: (Aa) Within ninety As promptly as possible following the Closing Date, Buyer shall cause KPMG Peat Marwick LLP, independent public accountants for Buyer (90"Buyer's Auditors"), to conduct an audit of the books and records of the Company and to determine the value of the Accounts Receivable (as defined in Section 2.10) as of the Closing Date. Not later than sixty (60) days after the Closing Date, the Buyer shall prepare and cause Buyer's Auditors to deliver to the Representative a statement setting forth the Buyer’s calculation of Closing Net Working Capital and Closing Net Indebtedness, which statement shall contain a balance sheet of the Company as of the Closing Date (without giving effect the "Closing Balance Sheet") to each of the parties to this Agreement. The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles ("GAAP") applied consistently with the Company's past practice (to the Acquisition) extent that such past practice was in accordance with GAAP), without any adjustments applicable solely as a result of the acquisition of the Shares by Buyer on the Closing Date, and shall be certified without qualification by Buyer's Auditors. The Closing Balance Sheet shall be accompanied by a calculation statement prepared by the Buyer's Auditors setting forth the basis for the determination of the items and values reflected on the Closing Net Working Capital Balance Sheet (including without limitation the “Closing Net Working Capital Statement”) and Closing Net Indebtedness (value of the “Closing Net Indebtedness Statement”Accounts Receivable). (Bb) During the Objections Statement Period The Stockholders' Representative (as defined in Section 1.7 below) and one firm of independent certified accountants (if hired, in the Resolution Period sole discretion of the Stockholders' Representative) acting on behalf of the Stockholders and the Stockholders' Representative (as defined below)the "Stockholders' Auditors") shall have the right to review the work papers of Buyer's Auditors utilized in preparing the Closing Balance Sheet, the Buyer and shall (i) give the Representative and its advisors and consultants reasonable have full access to the books, records, properties and personnel of the Company for purposes of verifying the accuracy and fairness of the presentation of the Closing Balance Sheet. The Stockholders and Stockholders' Auditors shall work papers, schedules, memoranda in good faith and other documents prepared or reviewed by cooperate with Buyer and the Buyer Buyer's Auditors in connection with the preparation of the Closing Net Working Capital Statement Balance Sheet and the resolution of any dispute in connection therewith pursuant to paragraph (c) below. (c) The values or amounts for each item reflected on the Closing Net Indebtedness Statement Balance Sheet shall be binding upon the Stockholders and the Stockholders' Representative, unless the Stockholders' Representative gives written notice within sixty (collectively60) days after receipt of the Closing Balance Sheet of its disagreement with any of the values or amounts shown on the Closing Balance Sheet, specifying as to each such item in reasonable detail, the “Preliminary Statements”) nature and extent of such disagreement (ii) cooperate with the Representative and its advisors and consultants, including the provision on a reasonably timely basis, following the request of the Representative, of information reasonably requested and access to personnel of the Company and Buyer that is necessary or useful in connection with analyzing the Preliminary Statements; provided, that such access does not unreasonably interfere with the business or operations of the Buyer or its Affiliates, including the Company and its Subsidiaries"Dispute Notice"). If the Representative has any objections to the Preliminary Statements, the Representative shall deliver to the Buyer a statement setting forth its objections identifying with reasonable specificity the items with which the Representative disagrees and setting forth the amount in dispute and the reasons supporting the Representative’s positions (an “Objections Statement”). The Stockholders' Representative shall not challenge the Preliminary Statements on are unable to resolve any basis other than as set forth in a timely delivered Objections Statement and shall be deemed to have agreed with all other items and amounts contained in the Preliminary Statements, except to the extent of any new information learned by the Representative in the course of negotiations during the Resolution Period or during the proceedings referred to in clause (C) below. If an Objections Statement is not delivered to the Buyer such disagreement within thirty (30) days after delivery the date of the Preliminary Statements (the “Objections Statement Period”)Dispute Notice, the Preliminary Statements disagreement shall be finalsubmitted to arbitration in accordance with the provisions of Section 10.6 hereof. If as a result of the resolution of any disputes by agreement pursuant to this Section 1.3 or by arbitration pursuant to Section 10.6, binding any amount shown in the Closing Balance Sheet is determined to be erroneous, such erroneous amount shall be deleted from the Closing Balance Sheet and non-appealable by the parties heretocorrect amount shall be inserted in lieu thereof. The Closing Balance Sheet, as so corrected, shall constitute the Closing Balance Sheet for purposes of this Agreement. (Cd) The Representative and the Buyer shall negotiate pay the fees and disbursements of Buyer's Auditors. The fees and disbursements of the Stockholders' Auditors incurred in good faith the review of the Closing Balance Sheet shall be paid by the Stockholders, in proportion to resolve their ownership of Shares as set forth on Schedule 1 attached hereto. Neither ---------- Buyer nor Company shall under any such objections contained in an Objections Statement delivered circumstances be liable for or pay any fees or disbursements of the Stockholders' Auditors. (e) Immediately upon the expiration of the 60-day period for giving the Dispute Notice, if no Dispute Notice is given, or immediately upon the resolution of disputes, if any, pursuant to this Section 1.3(i)(ii)(B)1.3 and Section 10.6, the Base Purchase Price shall be adjusted as follows (as so adjusted, the "Adjusted Purchase Price"): (i) If the Book Value of the Assets of the Company (as such term is defined below) on the Closing Date, as reflected on the Closing Balance Sheet, is less than $1,969,000, the deficiency shall be deducted from the Base Purchase Price. As used herein, the term "Book Value of the Assets of the Company" shall mean the depreciated book value of all assets of the Company, including patents, copyrights, trademarks and other similar intangible items, less assets held with respect to the Company's deferred compensation plan and deferred Taxes, all as shown on the Closing Balance Sheet. (ii) If any Accounts Receivable purchased hereunder by the use of routine and customary collection efforts within at least a 120-day period following the Closing Date, but if they do not reach a final resolution within fifteen (15) Business Days after the delivery of the Objections Statement (the “Resolution Period”)including resort to legal process, are determined by Buyer to be uncollectible, the Representative and aggregate amount of such uncollectible amounts shall be deducted from the Buyer Base Purchase Price. If any Accounts Receivable previously accounted for as uncollectible by the Buyer's Auditors on the Closing Balance Sheet are collected within the 120-day period following the Closing Date, the aggregate amount of such collected amounts shall submit such disputes to Deloitte, or, if Deloitte is unwilling or unable to fulfill such role, to an independent certified public accountant mutually acceptable be added to the Buyer and the Representative (the “Independent Accounting Firm”). If the Representative and the Buyer fail to agree on the identity of the Independent Accounting FirmBase Purchase Price, then each of the Representative and the Buyer shall be entitled to request that the President of the Israeli CPA Counsel appoint the Independent Accounting Firm. The Independent Accounting Firm shall designate a partner to handle the dispute, which partner shall be reasonably acceptable but only to the Buyer and Representative (the “Accounting Expert”). Each extent of the Representative and the Buyer shall be permitted to present a supporting brief any deductions pursuant to the Accounting Expert limited to detailing the Representative’s or the Buyer’s proposed resolutionpreceding sentence, as applicable, of each item identified in the Objections Statement that is still unresolved (which supporting brief shall also be concurrently provided to the other party) within ten (10) Business Days of the Accounting Expert’s engagement. Within ten (10) Business Days of receipt of a supporting brief, the receiving party may present a responsive brief to the Accounting Expert (which responsive brief shall also be concurrently provided to the other party) limited to the matters reflected in the brief to which it responds. Each of the Representative and Buyer may require that oral arguments will be presented by such party or its advisors or consultants to the Accounting Expert to supplement the supporting brief and in such case the Accounting Expert shall be required to schedule time for oral presentations in the presence of both parties and their advisors and consultants either in person or through teleconferenceand; provided, however, that in no event shall such oral arguments be heard later than five (5) Business Days after delivery of the responsive brief. The oral arguments of the Representative and the it is hereby -------- ------- agreed that Buyer shall be limited have no obligation to the items identified expend any efforts in the Objections Statement that remain unresolvedcollecting any such Accounts Receivable. The Accounting Expert shall consider only Any such written briefs, oral presentations and the Objections Statement in making its determination of those items and amounts that are identified in the Objections Statement and are still unresolved. The Accounting Expert’s determination will be based solely on the definitions of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained herein. The Accounting Expert shall deliver to the Buyer and the Representative, as promptly as practicable (but in any event no later than thirty (30) days from the date of engagement of the Accounting Expert), the Accounting Expert’s determination of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital (as applicable), including the Accounting Expert’s calculations of the components of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained in an Objections Statement delivered uncollectible Accounts Receivable for which a deduction is made pursuant to Section 1.3(i)(ii)(B); provided, that such calculations of the disputed components shall not be outside the range established by the Buyer’s calculations pursuant to the Preliminary Statements, on the one hand, and the Representative’s calculations pursuant to the Objections Statement as may be supplemented as set forth above, on the other hand. The calculations of the Accounting Expert shall be final, binding on and non-appealable by the parties hereto other than in the event of fraud. The fees and expenses of the Accounting Expert shall be allocated among the parties as determined by the Accounting Expert. For the avoidance of doubt, any matter which is subject to the Post Closing Adjustment provisions of this Section 1.3 may not be subject to the indemnification provisions of this Agreement. This Section 1.3(i)(ii)(C1.3(e)(ii) constitutes an arbitration agreement in accordance with the Israeli Arbitration Law-1968 (the “Arbitration Law”). (D) The “Post Closing Adjustment” shall be calculated based on (i) the Closing Net Working Capital as determined in accordance with this Section 1.3(i)(ii), and (ii) the Closing Net Indebtedness as determined in accordance with this Section 1.3(i)(ii). (E) If there is a positive difference between the Post-Closing Adjustment and the Closing Adjustment, then within five (5) Business Days from the earlier of (i) the date on which the Representative agrees in writing with the Closing Net Working Capital Statement and Closing Net Indebtedness Statement delivered by the Buyer, (ii) the last date on which an Objections Statement could have been sent, if no such Objections Statement shall have been sent, and (iii) the date on which the Accounting Expert renders his final decision, in accordance with Section 1.3(f)(iii)(C) (such date, the “Post Closing Adjustment Determination Date”), the Buyer shall deliver to the Paying Agent, in cash, an amount equal to such positive difference to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options according to the Payment Spreadsheet. Such distribution by the Paying Agent shall also include a distribution to the Banker, as set forth in the Payment Spreadsheet. (F) If there is a negative difference between the Post-Closing Adjustment and the Closing Adjustment, then within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall return to the Buyer, in cash, an amount equal to such negative difference from the Adjustment Fund. If the Adjustment Fund is insufficient to reimburse the Buyer the entire negative difference, then any excess amount of such negative difference shall be paid to the Buyer from the Escrow Fund. No Company Shareholder shall be required to return to the Buyer any amounts with respect to any such negative difference. (G) Within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall transfer any positive amount remaining in the Adjustment Fund to the Paying Agent to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options, as well as any Accounts Receivable previously accounted for as uncollectible that result in a reduction of the Base Purchase Price shall be assigned without recourse to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇. Buyer will use its reasonable best efforts to collect all Accounts Receivable in the same manner as it uses to collect its own post- closing accounts receivable in the ordinary course of business. Buyer agrees that it shall not, under any circumstances, compromise, settle or reduce any Account Receivable without the prior consent of the Stockholders' Representative and, if it shall do so, Buyer shall have no right to adjust the Base Purchase Price to the Banker, all as set forth in the Payment Spreadsheetextent of such settled or reduced Account Receivable.

Post-Closing Adjustments. (A) Within ninety (90) 60 days after the Closing Date, the Buyer shall prepare and deliver to the Representative a statement setting forth the Buyer’s calculation of Closing Net Working Capital and Closing Net Indebtedness, which statement shall contain a balance sheet of the Company as of the Closing Date (without giving effect to the Acquisition) and a “Review Period”), Buyer may prepare its calculation of (y) the Marijuana Inventory included in the Purchased Assets at Closing Net Working Capital (the “Closing Net Working Capital StatementMarijuana Inventory”) and (z) the cash in each point-of-sale system included as Purchased Assets at the Closing Net Indebtedness (the “Closing Net Indebtedness Cash”) and deliver its calculation thereof in a closing statement (the “Closing Statement”). ) to Representative for Representative’s review. Representative and Representative’s professional advisors will have, upon request, reasonable access during regular business hours to Buyer’s books and records to the extent necessary for such review. If Representative disagrees with any item set forth in the Closing Statement, Representative may deliver a written notice to Buyer setting forth all such disagreements in reasonable detail (B) During the Objections Statement Period (as defined below) and the Resolution Period (as defined below“Objection Notice”), the which Objection Notice must be delivered, if at all, to Buyer shall within ten (i10) give the Representative and its advisors and consultants reasonable access to the books, records, work papers, schedules, memoranda and other documents prepared or reviewed by the Buyer in connection with the preparation days following Buyer’s delivery of the Closing Net Working Capital Statement and the Closing Net Indebtedness Statement to Representative (collectively, the “Preliminary Statements”) and (ii) cooperate with the Representative and its advisors and consultants, including the provision on a reasonably timely basis, following the request of the Representative, of information reasonably requested and access to personnel of the Company and Buyer that is necessary or useful in connection with analyzing the Preliminary Statements; provided, that such access does not unreasonably interfere with the business or operations of the Buyer or its Affiliates, including the Company and its Subsidiaries. If the Representative has any objections to the Preliminary Statements, the Representative shall deliver to the Buyer a statement setting forth its objections identifying with reasonable specificity the items with which the Representative disagrees and setting forth the amount in dispute and the reasons supporting the Representative’s positions (an “Objections StatementObjection Period”). The Representative shall not challenge and the Preliminary Statements on any basis other than as set forth in a timely delivered Objections Statement and shall Seller Parties will be deemed to have agreed with all other items and amounts contained in the Preliminary Statements, except Closing Statement which are not objected to the extent of any new information learned by the Representative in the course of negotiations during Objection Notice. If Representative does not deliver an Objection Notice within the Resolution Period or during Objection Period, then Representative and the proceedings referred Seller Parties will be deemed to in clause (C) belowhave agreed entirely with items set forth on the Closing Statement. If an Objections Statement Objection Notice is not delivered to within the Buyer within thirty Objection Period, (i) in the 30) days after -day period following delivery of the Preliminary Statements Objection Notice, Buyer and Representative will use reasonable efforts to reach an agreement on the disputed items or amounts set forth in the Objection Notice and (the “Objections Statement Period”)ii) if Buyer and Representative are unable to reach an agreement during such 30-day period with respect to all disputed items or amounts, the Preliminary Statements shall such disputed items or amounts will be final, binding and non-appealable resolved by the parties hereto. (C) The Representative and the Buyer shall negotiate in good faith to resolve any such objections contained in an Objections Statement delivered pursuant to Section 1.3(i)(ii)(B), but if they do not reach a final resolution within fifteen (15) Business Days after the delivery of the Objections Statement (the “Resolution Period”), the Representative and the Buyer shall submit such disputes to Deloitte, ▇▇▇▇ LLP or, if Deloitte C▇▇▇▇ LLP is not available or unwilling or unable to fulfill serve in such role, to an any other independent certified public accountant mutually acceptable to the accounting firm as reasonably designated by Buyer and the Representative (the “Independent Accounting FirmSettlement Accountant”). If the Representative and the Buyer fail to agree on the identity Such costs of the Independent Accounting Firm, then each of the Representative and the Buyer shall be entitled to request that the President of the Israeli CPA Counsel appoint the Independent Accounting Firm. The Independent Accounting Firm shall designate a partner to handle the dispute, which partner shall be reasonably acceptable to the Buyer and Representative (the “Accounting Expert”). Each of the Representative and the Buyer shall be permitted to present a supporting brief to the Accounting Expert limited to detailing the Representative’s or the Buyer’s proposed resolution, as applicable, of each item identified in the Objections Statement that is still unresolved (which supporting brief shall also be concurrently provided to the other party) within ten (10) Business Days of the Accounting Expert’s engagement. Within ten (10) Business Days of receipt of a supporting brief, the receiving party may present a responsive brief to the Accounting Expert (which responsive brief shall also be concurrently provided to the other party) limited to the matters reflected in the brief to which it responds. Each of the Representative and Buyer may require that oral arguments Settlement Accountant will be presented borne equally by such party or its advisors or consultants to the Accounting Expert to supplement the supporting brief and in such case the Accounting Expert shall be required to schedule time for oral presentations in the presence of both parties and their advisors and consultants either in person or through teleconference; provided, however, that in no event shall such oral arguments be heard later than five (5) Business Days after delivery of the responsive brief. The oral arguments of the Representative and the Buyer shall be limited to the items identified in the Objections Statement that remain unresolved. The Accounting Expert shall consider only such written briefs, oral presentations and the Objections Statement in making its determination of those items and amounts that are identified in the Objections Statement and are still unresolved. The Accounting Expert’s determination will be based solely on the definitions of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained herein. The Accounting Expert shall deliver to the Buyer and the Representative, as promptly as practicable (but in any event no later than thirty (30) days from the date of engagement of the Accounting Expert), the Accounting Expert’s determination of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital (as applicable), including the Accounting Expert’s calculations of the components of the Closing Date Cash, the Closing Date Indebtedness, the Closing Net Indebtedness and the Closing Net Working Capital contained in an Objections Statement delivered pursuant to Section 1.3(i)(ii)(B); provided, that such calculations of the disputed components shall not be outside the range established by the Buyer’s calculations pursuant to the Preliminary StatementsB▇▇▇▇, on the one hand, and the Representative’s calculations pursuant to the Objections Statement as may be supplemented as set forth aboveSeller, on the other hand. The calculations of the Accounting Expert shall be final, binding on and non-appealable by the parties hereto other than in the event of fraud. The fees and expenses of the Accounting Expert shall be allocated among the parties as determined by the Accounting Expert. For the avoidance of doubt, any matter which is subject to the Post Closing Adjustment provisions of this Section 1.3 may not be subject to the indemnification provisions of this Agreement. This Section 1.3(i)(ii)(C) constitutes an arbitration agreement in accordance with the Israeli Arbitration Law-1968 (the “Arbitration Law”). (D) The “Post Closing Adjustment” shall be calculated based on (i) If the Closing Net Working Capital Marijuana Inventory as finally determined in accordance with this Section 1.3(i)(ii), and 2.4(b) (ii“Final Marijuana Inventory”) or the Closing Net Indebtedness Cash as finally determined in accordance with this Section 1.3(i)(ii). (E) If there is a positive difference between the Post-Closing Adjustment and the Closing Adjustment, then within five (5) Business Days from the earlier of (i) the date on which the Representative agrees in writing with the Closing Net Working Capital Statement and Closing Net Indebtedness Statement delivered by the Buyer, (ii) the last date on which an Objections Statement could have been sent, if no such Objections Statement shall have been sent, and (iii) the date on which the Accounting Expert renders his final decision, in accordance with Section 1.3(f)(iii)(C2.4(b) (such date, the “Post Final Closing Adjustment Determination DateCash”) falls short of the Minimum Marijuana Inventory or the Minimum Cash, respectively (the aggregate amount of any such deficiency or deficiencies, a “Deficiency”), the Buyer shall deliver may offset any amounts due to the Paying Agent, in cash, an amount equal to such positive difference to be distributed promptly any Seller Parties hereunder by the Paying Agent among amount of the Company Shareholders Deficiency, and holders any amounts not offset by Buyer will be paid directly by Seller (or the Equityholders in their respective Pro Rata Portions). For purposes of Vested Company Options according to the Payment Spreadsheet. Such distribution by the Paying Agent shall also include a distribution to the Bankerclarity, as set forth in the Payment Spreadsheet. (F) If there is a negative difference between the Post-Closing Adjustment and if B▇▇▇▇ does not deliver the Closing AdjustmentStatement within the Review Period, then within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall return no adjustment will be made pursuant to the Buyer, in cash, an amount equal to such negative difference from the Adjustment Fund. If the Adjustment Fund is insufficient to reimburse the Buyer the entire negative difference, then any excess amount of such negative difference shall be paid to the Buyer from the Escrow Fund. No Company Shareholder shall be required to return to the Buyer any amounts with respect to any such negative differencethis Section 2.4(b). (G) Within five (5) Business Days from the Post Closing Adjustment Determination Date, the Escrow Agent shall transfer any positive amount remaining in the Adjustment Fund to the Paying Agent to be distributed promptly by the Paying Agent among the Company Shareholders and holders of Vested Company Options, as well as to the Banker, all as set forth in the Payment Spreadsheet.