Common use of Post-Closing Determination Clause in Contracts

Post-Closing Determination. (a) Within ninety (90) days after the Closing Date, the Buyer shall prepare, or cause to be prepared, and deliver to the Sellers’ Representative a written statement (the “Closing Statement”) that shall include a consolidated balance sheet of the Group Companies as of the Effective Time prepared in accordance with the Accounting Principles, a calculation of the Net Adjustment Amount, and a calculation of the following: (i) the Closing Company Transaction Expenses; (ii) the Closing Indebtedness; (iii) the Closing Cash on Hand; and (iv) the Closing Working Capital. (b) Promptly following the Buyer’s delivery of the Closing Statement to the Sellers’ Representative, the Buyer shall provide the Sellers’ Representative and its representatives and former officers and directors of the Company with reasonable access to the relevant books and records, offices, other facilities and properties, representatives and employees of the Group Companies for the purpose of facilitating the Sellers’ Representative’s review of the Closing Statement. The Buyer shall continue providing such access throughout the thirty (30) day period following the Buyer’s delivery of the Closing Statement to the Sellers’ Representative (the “Review Period”) and throughout the Resolution Period, if any, and the period of the Accounting Expert’s review hereunder, if any. The Closing Statement shall become final and binding on the last day of the Review Period, unless prior to the end of the Review Period, the Sellers’ Representative delivers to the Buyer a written notice of disagreement (a “Notice of Disagreement”) specifying the nature and amount of any and all items in dispute as to the amounts set forth in the Closing Statement. The Sellers’ Representative shall be deemed to have agreed with all items and amounts in the Closing Statement not referenced in a Notice of Disagreement provided prior to the end of the Review Period unless the Sellers’ Representative obtains new information during the Review Period that indicates that the Closing Statement is incorrect. (c) During the thirty (30) day period following delivery of a Notice of Disagreement by the Sellers’ Representative to the Buyer (the “Resolution Period”), such parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation of the amounts as specified therein. Any disputed items resolved in writing between the Sellers’ Representative and the Buyer within the Resolution Period shall be final and binding on the parties for all purposes hereunder. If the Sellers’ Representative and the Buyer have not resolved all such differences by the end of the Resolution Period, the Sellers’ Representative and the Buyer shall submit, in writing, such remaining differences to the Malta office of the Accounting Expert. The “Accounting Expert” shall be Gxxxx Xxxxxxxx or, in the event that it is not available or is unable to serve, an independent internationally recognized accounting firm selected by mutual agreement of the Buyer and the Sellers’ Representative. (d) The parties shall arrange for the Accounting Expert to agree in its engagement letter to act in accordance with this Section 2.03(d). Each party shall make readily available to the Accounting Expert all relevant books and records within such party’s control reasonably requested by the Accounting Expert. The Buyer and the Sellers’ Representative shall each present a written summary to the Accounting Expert (which written summary shall also be concurrently provided to the other party) within twenty (20) days of the appointment of the Accounting Expert detailing such party’s views as to the correct nature and amount of each item remaining in dispute from the Notice of Disagreement (and for the avoidance of doubt, no party may introduce a dispute to the Accounting Expert that was not originally set forth on the Notice of Disagreement). The Accounting Expert shall have the opportunity to present written questions to either party, a copy of which shall be provided to the other party at the same time. There shall be no ex parte communications between any party (or its representatives), on the one hand, and the Accounting Expert, on the other hand, relating to any disputed matter and unless requested by the Accounting Expert in writing, no party may present any additional information or arguments to the Accounting Expert, either orally or in writing (other than the written summaries referenced above). The Accounting Expert shall consider only those items and amounts in the Sellers’ Representative’s and the Buyer’s respective calculations that are identified as being items and amounts to which the Sellers’ Representative and the Buyer have been unable to agree. In resolving any disputed item, the Accounting Expert shall select either the position of the Buyer or the Sellers’ Representative as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed. The Accounting Expert shall make a written determination within sixty (60) days of its appointment as to each such disputed item, which determination shall be final and binding on the parties for all purposes hereunder absent manifest mathematical error or manifest disregard for the provisions of this Section 2.03 (and, in the event of such manifest error or disregard, the written determination shall be referred back to the Accounting Expert to correct the same). (e) The fees and expenses of the Accounting Expert shall initially be borne fifty percent (50%) by the Buyer and fifty percent (50%) by the Sellers; provided, however, that all such fees and expenses shall ultimately be borne by the Buyer, on the one hand, and the Sellers, on the other, in inverse proportion as they may prevail on the matters resolved by the Accounting Expert, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute as originally set forth in the Notice of Disagreement and shall be calculated by the Accounting Expert.

Post-Closing Determination. As promptly as practicable, but in no event later than sixty (a) Within ninety (9060) days after the Closing DateClosing, the Buyer Parent shall prepare, or cause to be prepared, and deliver to the Sellers’ Member Representative a written statement (the “Closing Statement”) that shall include a consolidated balance sheet Parent's determination of the Group Companies actual amounts of Cash of the Company as of the Effective Time close of business on the Closing Date (the "Final Closing Amount"). The Final Closing Amount shall be prepared in accordance with GAAP, based on the Accounting Principles, a calculation of the Net Adjustment Amount, Company's books and a calculation of the following: (i) records and other information then available. The Final Closing Amount shall take into account the Closing Company Transaction Expenses; (ii) Dividend, if any, paid to the Company's Members prior to the Closing Indebtedness; (iii) the Closing Cash on Hand; and (iv) the Closing Working Capital. (b) Promptly following the Buyer’s delivery of the Closing Statement and all Transaction Expenses paid at or prior to the Sellers’ Representative, the Buyer Closing. Parent shall provide access to and make reasonably available to the Sellers’ Member Representative and its agents, advisors and representatives all books, records, work papers, schedules and former officers and directors calculations used in preparing Parent's determination of the Company Final Closing Amount. If the Member Representative disagrees with reasonable access to the relevant books and records, offices, other facilities and properties, representatives and employees Parent's determination of the Group Companies for Final Closing Amount, the purpose Member Representative shall, within ten (10) days after receipt of facilitating the Sellers’ Representative’s review Parent's determination of the Final Closing StatementAmount, notify Parent in writing of such disagreement (such notice setting forth the basis for such disagreement in reasonable detail) and Parent and the Member Representative thereafter shall negotiate to resolve any such disagreement. The Buyer If Parent and the Member Representative are unable to resolve any such disagreement within twenty (20) days after the Member Representative delivers its notice of disagreement to Parent, the Member Representative and Parent shall continue providing such access throughout submit the dispute to Deloitte & Touche LLP (the "Accounting Firm"). Parent and the Member Representative shall use reasonable efforts to cause the Accounting Firm to resolve all disagreements over the Final Closing Amount as soon as practicable, but in any event within thirty (30) day period following the Buyer’s delivery days after submission of the Closing Statement dispute to the Sellers’ Representative (the “Review Period”) and throughout the Resolution Period, if any, Accounting Firm. Parent and the period Member Representative shall instruct the Accounting Firm to resolve all disagreements over the computations of the Accounting Expert’s review hereunder, if anyFinal Closing Amount at an amount determined by the Member Representative or at an amount determined by Parent or at any amount between such amounts. The Closing Statement shall become final resolution of such disagreements and binding on the last day determination of the Review Period, unless prior to the end of the Review Period, the Sellers’ Representative delivers to the Buyer a written notice of disagreement (a “Notice of Disagreement”) specifying the nature and amount of any and all items in dispute as to the amounts set forth in the Final Closing Statement. The Sellers’ Representative shall be deemed to have agreed with all items and amounts in the Closing Statement not referenced in a Notice of Disagreement provided prior to the end of the Review Period unless the Sellers’ Representative obtains new information during the Review Period that indicates that the Closing Statement is incorrect. (c) During the thirty (30) day period following delivery of a Notice of Disagreement Amount by the Sellers’ Representative to the Buyer (the “Resolution Period”), such parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation of the amounts as specified therein. Any disputed items resolved in writing between the Sellers’ Representative and the Buyer within the Resolution Period Accounting Firm shall be final and binding on Parent, the parties for all purposes hereunder. If the Sellers’ Member Representative and the Buyer have not resolved all such differences by Members. Parent and the end Member Representative (on behalf of the Resolution Period, the Sellers’ Representative and the Buyer Members) shall submit, in writing, such remaining differences to the Malta office each pay one half of the Accounting Expert. The “Accounting Expert” shall be Gxxxx Xxxxxxxx or, in the event that it is not available or is unable to serve, an independent internationally recognized accounting firm selected by mutual agreement of the Buyer and the Sellers’ Representative. (d) The parties shall arrange for the Accounting Expert to agree in its engagement letter to act in accordance with this Section 2.03(d). Each party shall make readily available to the Accounting Expert all relevant books and records within such party’s control reasonably requested by the Accounting Expert. The Buyer and the Sellers’ Representative shall each present a written summary to the Accounting Expert (which written summary shall also be concurrently provided to the other party) within twenty (20) days of the appointment of the Accounting Expert detailing such party’s views as to the correct nature and amount of each item remaining in dispute from the Notice of Disagreement (and for the avoidance of doubt, no party may introduce a dispute to the Accounting Expert that was not originally set forth on the Notice of Disagreement). The Accounting Expert shall have the opportunity to present written questions to either party, a copy of which shall be provided to the other party at the same time. There shall be no ex parte communications between any party (or its representatives), on the one hand, and the Accounting Expert, on the other hand, relating to any disputed matter and unless requested by the Accounting Expert in writing, no party may present any additional information or arguments to the Accounting Expert, either orally or in writing (other than the written summaries referenced above). The Accounting Expert shall consider only those items and amounts in the Sellers’ Representative’s and the Buyer’s respective calculations that are identified as being items and amounts to which the Sellers’ Representative and the Buyer have been unable to agree. In resolving any disputed item, the Accounting Expert shall select either the position of the Buyer or the Sellers’ Representative as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed. The Accounting Expert shall make a written determination within sixty (60) days of its appointment as to each such disputed item, which determination shall be final and binding on the parties for all purposes hereunder absent manifest mathematical error or manifest disregard for the provisions of this Section 2.03 (and, in the event of such manifest error or disregard, the written determination shall be referred back to the Accounting Expert to correct the same). (e) The fees and expenses of the Accounting Expert shall initially be borne fifty percent (50%) by the Buyer and fifty percent (50%) by the Sellers; provided, however, that all such fees and expenses shall ultimately be borne by the Buyer, on the one hand, and the Sellers, on the other, in inverse proportion as they may prevail on the matters resolved by the Accounting Expert, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute as originally set forth in the Notice of Disagreement and shall be calculated by the Accounting ExpertFirm.

Post-Closing Determination. (a) Within ninety (90) days after the Closing Date, the Buyer shall prepare, or cause to be prepared, and deliver to the Sellers’ Securityholder Representative a written statement (the “Closing Statement”) that shall include a consolidated balance sheet of the Group Companies as of the Effective Measurement Time prepared in accordance with the Accounting Principles, a calculation statement of the Net Adjustment Amount, and a calculation of the following: (i) the Closing Company Transaction Expenses; (ii) the Closing Funded Indebtedness; (iii) the Closing Cash on Hand; and (iv) the Closing Working Capital. (b) Promptly During the thirty (30)-day period following the Buyer’s delivery of the Closing Statement to the Sellers’ RepresentativeSecurityholder Representative (the “Review Period”), the Buyer shall provide the Sellers’ Securityholder Representative and its representatives and former officers and directors of the Company with his Representatives reasonable access to the relevant books and records, offices, other facilities and properties, representatives records and employees of the Group Companies for the purpose of facilitating the Sellers’ Securityholder Representative’s review of the Closing Statement. The Buyer shall continue providing such access throughout the thirty (30) day period following the Buyer’s delivery of the Closing Statement to the Sellers’ Representative (the “Review Period”) and throughout the Resolution Period, if any, and the period of the Accounting Expert’s review hereunder, if any. The Closing Statement shall become final and binding on the parties at the end of the last day of the Review Period, unless prior to the end of the Review Period, the Sellers’ Securityholder Representative delivers to the Buyer a written notice of disagreement (a “Notice of Disagreement”) specifying the nature and amount of any and all items in dispute as to the amounts set forth in the Closing Statement. The Sellers’ Securityholder Representative shall be deemed to have agreed with all items and amounts in the Closing Statement not specifically referenced in a Notice of Disagreement provided prior to the end of the Review Period unless the Sellers’ Representative obtains new information during the Review Period that indicates that the Closing Statement is incorrectPeriod. (c) During the thirty (30) day 30)-day period following delivery of a Notice of Disagreement by the Sellers’ Securityholder Representative to the Buyer (the “Resolution Period”), such parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation of the amounts as specified therein. Any disputed items resolved in writing between the Sellers’ Securityholder Representative and the Buyer within the Resolution Period shall be final and binding on the parties for all purposes hereunder. If the Sellers’ Securityholder Representative and the Buyer have not resolved all such differences by the end of the Resolution Period, the Sellers’ Securityholder Representative and the Buyer shall submit, in writing, such remaining differences to the Malta office of Accounting Expert in a jurisdiction mutually agreed upon by the Securityholder Representative and the Buyer (or if such parties are unable to agree, then in a jurisdiction selected by the Neutral Accounting ExpertFirm). The “Accounting Expert” shall be Gxxxx Xxxxxxxx or, in the event that it is not available or is unable to serve, an independent internationally recognized accounting firm a Neutral Accounting Firm selected by mutual agreement of the Buyer and the Sellers’ Securityholder Representative. (d) The parties shall arrange for the Accounting Expert to agree in its engagement letter to act in accordance with this Section 2.03(d). Each party shall make readily available to the Accounting Expert all relevant books and records within such party’s control reasonably requested by the Accounting Expert. The Buyer and the Sellers’ Representative shall each present a written summary to the Accounting Expert (which written summary shall also be concurrently provided to the other party) within twenty (20) days of the appointment of the Accounting Expert detailing such party’s views as to the correct nature and amount of each item remaining in dispute from the Notice of Disagreement (and for the avoidance of doubt, no party may introduce a dispute to the Accounting Expert that was not originally set forth on the Notice of Disagreement). The Accounting Expert shall have the opportunity to present written questions to either party, a copy of which shall be provided to the other party at the same time. There shall be no ex parte communications between any party (or its representatives), on the one hand, and the Accounting Expert, on the other hand, relating to any disputed matter and unless requested by the Accounting Expert in writing, no party may present any additional information or arguments to the Accounting Expert, either orally or in writing (other than the written summaries referenced above). The Accounting Expert shall consider only those items and amounts in the Sellers’ Representative’s and the Buyer’s respective calculations that are identified as being items and amounts to which the Sellers’ Representative and the Buyer have been unable to agree. In resolving any disputed item, the Accounting Expert shall select either the position of the Buyer or the Sellers’ Representative as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed. The Accounting Expert shall make a written determination within sixty (60) days of its appointment as to each such disputed item, which determination shall be final and binding on the parties for all purposes hereunder absent manifest mathematical error or manifest disregard for the provisions of this Section 2.03 (and, in the event of such manifest error or disregard, the written determination shall be referred back to the Accounting Expert to correct the same). (e) The fees and expenses of the Accounting Expert shall initially be borne fifty percent (50%) by the Buyer and fifty percent (50%) by the Sellers; provided, however, that all that: (i) if, within fifteen (15) days after the end of the Resolution Period, such fees and expenses shall ultimately be borne by the Buyer, parties are unable to agree on the one hand, and the Sellers, on the other, in inverse proportion a Neutral Accounting Firm to act as they may prevail on the matters resolved by the Accounting Expert, which proportionate allocation then each party shall be calculated on an aggregate basis based on select a Neutral Accounting Firm and such firms together shall select the relative dollar values of the amounts in dispute as originally set forth in the Notice of Disagreement and shall be calculated by the Accounting Expert.Neutral Accounting

Post-Closing Determination. (a) Within ninety (90) 90 days after the Closing Date, the Buyer shall prepare, or cause to be prepared, and deliver to the SellersStockholders’ Representative a written statement Representative, (i) the Buyer’s determinations of the Cash Amount, the Indebtedness Payoff Amount, the Management Note Payoff Amount and the Net Working Capital Amount, and (ii) the Buyer’s calculation of the Actual Common Purchase Price (collectively, the “Closing StatementDraft Computation”) that ). The Draft Computation shall include be prepared and the Cash Amount, the Indebtedness Payoff Amount, and the Net Working Capital Amount shall be determined on a consolidated basis in accordance with GAAP applied in a manner consistent with the accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in preparation of the audited consolidated balance sheet of the Group Companies Company and its Subsidiaries as of the Effective Time prepared fiscal year ended December 31, 2006 (the “2006 Balance Sheet”), and shall not include any changes in accordance with the Accounting Principles, assets or liabilities as a calculation result of purchase or other similar accounting adjustments arising from or resulting as a consequence of the Net Adjustment transactions contemplated hereby. The parties agree that the purpose of preparing the Draft Computation and determining the Cash Amount, the Indebtedness Payoff Amount, and a calculation the Net Working Capital Amount and the related purchase price adjustment contemplated by this Section 2.04 is to measure the amount of the following: (i) the Closing Company Transaction Expenses; (ii) the Closing Indebtedness; (iii) the Closing Cash on Hand; and (iv) the Closing and Indebtedness and changes in Net Working Capital. (b) Promptly following , and such processes are not intended to permit the Buyer’s delivery introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the Closing Statement purpose of preparing the Draft Computation or determining Cash, Indebtedness or Net Working Capital. The Buyer and its auditors will upon request make available to the Sellers’ Representative, the Buyer shall provide the SellersStockholders’ Representative and its representatives and former officers and directors of the Company with auditors reasonable access to all records and work papers used in preparing the relevant books Draft Computation, and recordsto its employees and advisors, offices, other facilities provided that such access shall be upon reasonable notice and properties, representatives and employees at reasonable times so as not to interfere unduly with the business of the Group Companies for Buyer, the purpose Company, and their Subsidiaries. If the Stockholders’ Representative disagrees with any aspect of facilitating the SellersDraft Computation, the Stockholders’ Representative may, within 60 days after receipt of the Draft Computation, deliver a notice (an “Objection Notice”) to the Buyer setting forth the Stockholders’ Representative’s review determination of the Closing StatementCash Amount, the Indebtedness Payoff Amount, the Management Note Payoff Amount and/or the Net Working Capital Amount and the Stockholders’ Representative’s calculation of the Actual Common Purchase Price, and identifying the specific items and amounts of disagreement. The Buyer shall continue providing such access throughout the thirty (30) day period following the Buyer’s delivery of the Closing Statement to the SellersStockholders’ Representative (the “Review Period”) and throughout the Resolution Period, if any, and the period of the Accounting Expert’s review hereunder, if any. The Closing Statement shall become final and binding on the last day of the Review Period, unless prior to the end of the Review Period, the Sellers’ Representative delivers its auditors will upon request make available to the Buyer a written and its auditors reasonable access to all records and work papers used in preparing the Objection Notice, and to its employees and advisors, provided that such access shall be upon reasonable notice and at reasonable times so as not to interfere unduly with the business of disagreement (a “the Stockholders’ Representative. If the Stockholders’ Representative does not deliver an Objection Notice of Disagreement”) specifying the nature and amount of any and all items in dispute as to the amounts set forth in Buyer within 60 days after receipt of the Closing Statement. The Sellers’ Representative shall Draft Computation, then the parties hereto will be deemed to have agreed with all items and amounts in the Closing Statement not referenced in a Notice of Disagreement provided prior to the end of the Review Period unless the Sellers’ Representative obtains new information during the Review Period that indicates that the Closing Statement is incorrect. (c) During the thirty (30) day period following delivery of a Notice of Disagreement by the Sellers’ Representative to the Buyer (the “Resolution Period”), such parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation of the amounts as specified therein. Any disputed items resolved in writing between the Sellers’ Representative Draft Computation and the Buyer within the Resolution Period components of such Draft Computation shall be final and binding on the parties for all purposes hereunder. If the Sellers’ Representative and the Buyer have not resolved all such differences by the end of the Resolution Period, the Sellers’ Representative and the Buyer shall submit, in writing, such remaining differences deemed to the Malta office of the Accounting Expert. The “Accounting Expert” shall be Gxxxx Xxxxxxxx or, in the event that it is not available or is unable to serve, an independent internationally recognized accounting firm selected by mutual agreement of the Buyer and the Sellers’ Representative. (d) The parties shall arrange for the Accounting Expert to agree in its engagement letter to act in accordance with this Section 2.03(d). Each party shall make readily available to the Accounting Expert all relevant books and records within such party’s control reasonably requested by the Accounting Expertfinally determined as set forth therein. The Buyer and the SellersStockholders’ Representative shall each present a written summary use reasonable efforts to the Accounting Expert (which written summary shall also be concurrently provided to the other party) within twenty (20) days of the appointment of the Accounting Expert detailing such party’s views resolve any disagreements as to the correct nature Draft Computation and amount of each item the Objection Notice, but if they do not obtain a final resolution within 60 days after the Buyer has received the Objection Notice, the Buyer and the Stockholders’ Representative shall jointly retain BDO Xxxxxxx LLP (the “Firm”) to resolve any remaining in dispute from the Notice of Disagreement (and for the avoidance of doubt, no party may introduce a dispute to the Accounting Expert that was not originally set forth on the Notice of Disagreement)disagreements. The Accounting Expert shall have the opportunity to present written questions to either party, a copy of which shall be provided to the other party at the same time. There shall be no ex parte communications between any party (or its representatives), on the one hand, Buyer and the Accounting ExpertStockholders’ Representative shall direct the Firm to render a determination within 30 days after its retention and the Buyer, on the other hand, relating to any disputed matter Stockholders’ Representative and unless requested by their respective agents shall cooperate with the Accounting Expert in writing, no party may present any additional information or arguments to the Accounting Expert, either orally or in writing (other than the written summaries referenced above)Firm during its engagement. The Accounting Expert shall Firm may consider only those items and amounts in the Sellers’ Representative’s Draft Computation or Objection Notice which the Buyer and the Buyer’s respective calculations that are identified as being items and amounts to which the SellersStockholders’ Representative and the Buyer have been are unable to agreeresolve. In resolving any disputed item, the Accounting Expert shall select either the position of the Buyer or the Sellers’ Representative as a resolution for each item or amount disputed and Firm may not impose an alternative resolution with respect assign a value to any item greater than the greatest value for such item claimed by either party or amount disputedless than the smallest value for such item claimed by either party. The Accounting Expert shall make a written determination within sixty (60) days of its appointment as to each such disputed item, which Firm’s determination shall be final based solely on written submissions by the Buyer and the Stockholders’ Representative (i.e., not on independent review) and on the definitions included herein. The determination of the Firm shall be conclusive and binding on upon the parties for all purposes hereunder Buyer, the Stockholders’ Representative and the Stockholders (absent manifest mathematical error or manifest disregard for error). Until the provisions of this Section 2.03 (and, in the event of such manifest error or disregardFirm makes its determination, the written determination shall be referred back to the Accounting Expert to correct the same). (e) The fees costs and expenses of the Accounting Expert Firm shall initially be borne fifty percent (50%) by the Buyer and fifty percent (50%) by the Sellers; provided, however, that all such fees and expenses shall ultimately be borne equally by the Buyer, on the one hand, and the SellersStockholders’ Representative (on behalf of the Stockholders in accordance with their respective Allocation Percentages), on the otherother hand; provided that, in inverse proportion as they may prevail when the Firm makes its determination, the costs and expenses (including the costs and expenses previously advanced) of the Firm shall be borne by Buyer, on the matters resolved by one hand, and the Accounting ExpertStockholders’ Representative, which proportionate allocation shall be calculated on an aggregate basis the other hand (on behalf of the Stockholders in accordance with their respective Allocation Percentages), based on the relative dollar values percentage which the portion of the amounts in dispute as originally set forth in contested amount not awarded to each party bears to the Notice amount actually contested by such party. The Firm shall determine the allocation of Disagreement costs based on the foregoing sentence and shall be calculated xxxx the parties for its fees and expenses accordingly. For example, if closing accounts receivable is the only disputed item, and Buyer claims that closing accounts receivable is $1,000 less than the amount determined by the Accounting ExpertStockholders’ Representative, and the Stockholders’ Representative and Buyer contest only $500 of the amount claimed by Buyer, and if the Firm ultimately resolves the dispute by awarding Buyer $300 of the $500 contested, then the costs and expenses of the Firm will be allocated 60% (i.e., 300 ÷ 500) to the Stockholders’ Representative and 40% (i.e., 200 ÷ 500) to Buyer.

Post-Closing Determination. (a) Within ninety (90) 60 days after the Closing Date, the Buyer shall prepare, or cause to be prepared, and deliver to the Sellers’ Representative Seller a written statement (the “Closing Statement”) that shall include a consolidated balance sheet of the Group Companies as of the Effective Time prepared in accordance with the Accounting Principles, a Buyer’s good faith calculation of the Net Adjustment Amount, Amount and a good faith calculation (including reasonably detailed supporting calculations) of each of the following: , in each case, calculated in accordance with the terms and definitions provided in this Agreement, including the Accounting Principles, and derived from, and properly reflecting, the Books and Records to the extent such Books and Records are complete and accurate: (i) the Closing Company Transaction Expenses; ; (ii) the Closing Funded Indebtedness; ; (iii) the Closing Cash on Hand; and and (iv) the Closing Working Capital; provided, that if Buyer fails to timely deliver the Closing Statement, then the Parties acknowledge and agree that at the election of Seller in its sole discretion, either: (A) the Net Adjustment Amount shall be deemed to equal zero; or (B) Seller shall retain (at the expense of Buyer) an independent accounting firm of national reputation to (1) provide an audit or other review of the Acquired Companies’ financial books, records and ledgers and review the calculation of the Estimated Closing Company Transaction Expenses, the Estimated Closing Funded Indebtedness, the Estimated Closing Cash on Hand and the Estimated Closing Working Capital and (2) following such independent accounting firm’s audit or other review, deliver a written statement to the Parties that shall include such independent accounting firm’s good faith calculation and determination of the Net Adjustment Amount and a good faith calculation (including reasonably detailed supporting calculations) of each of the Closing Company Transaction Expenses, the Closing Funded Indebtedness, the Closing Cash on Hand and the Closing Working Capital, in each case, calculated in accordance with the terms and definitions provided in this Agreement, including the Accounting Principles, which calculations and determinations by such independent accounting firm shall be final, binding and non-appealable on the Parties absent manifest error, fraud or manifest disregard for the provisions of this Section 2.1(a) (and in the event of such manifest error or disregard, the written determination shall be referred back to such independent accounting firm to correct the same). (b) Promptly following During the period of time from and after Buyer’s delivery of the Closing Statement to Seller through the Sellers’ Representativedate upon which the Net Adjustment Amount shall have become subject to a Final Determination pursuant to this Section 2.1 (the “Net Adjustment Amount Determination Date”), subject to the Access Limitations, Buyer shall provide (i) afford, and shall cause the Sellers’ Representative Acquired Companies to afford, to Seller and its representatives and former officers and directors of the Company with Representatives reasonable access to the relevant books financial books, records and recordsledgers and personnel and Representatives (including the Acquired Companies’ accountants, offices, other facilities and properties, representatives and employees subject to execution of customary access letters) of the Group Acquired Companies for and to the purpose financial books, records and ledgers of facilitating the SellersAcquired Companies and such Representatives (including the work papers of the Acquired Companies’ Representative’s accountants, subject to execution of customary access letters) relevant to the review of the Closing Statement. The Buyer shall continue , and (ii) reasonably cooperate with Seller and its Representatives, including providing such access throughout on a timely basis all other information necessary or useful in connection with the thirty (30) day period following the Buyer’s delivery review of the Closing Statement to the Sellers’ Representative (the “Review Period”) and throughout the Resolution Period, if any, and the period of the Accounting Expert’s review hereunder, if anyas is reasonably requested by Seller or its Representatives. The Closing Statement shall become final and binding as of 5:00 p.m. (Los Angeles time) on the last day of the 30-day period following Buyer’s delivery of the Closing Statement to Seller (the “Review Period”), unless unless, prior to the end of the Review Periodthereto, the Sellers’ Representative Seller delivers to the Buyer a written notice of disagreement (a “Notice of Disagreement”) specifying in reasonable detail the nature and amount of any and all items in dispute as to the amounts set forth in the Closing StatementStatement (each, a “Disputed Item”). The Sellers’ Representative Seller shall be deemed to have agreed with all items and amounts in the Closing Statement not specifically referenced in a Notice of Disagreement provided delivered prior to the end of the Review Period unless the Sellers’ Representative obtains new information during the Review Period that indicates that the Closing Statement is incorrectPeriod. (c) During the thirty (30) -day period following the delivery of a Notice of Disagreement by the Sellers’ Representative Seller to the Buyer in accordance with Section 2.1(b) (the “Resolution Period”), such parties Parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation Disputed Items, and any discussions relating thereto shall be governed by Rule 408 of the amounts as specified thereinFederal Rules of Evidence and any applicable similar state rules and evidence of such discussions shall not be admissible in any future Action between the Parties. Any disputed items Disputed Items resolved in writing between the Sellers’ Representative Seller and the Buyer within the Resolution Period shall be final final, binding and binding non-appealable on the parties for all purposes hereunderParties. If the Sellers’ Representative Seller and the Buyer have not resolved all such differences Disputed Items by the end of the Resolution Period, the Sellers’ Representative Seller and the Buyer shall submit, in writing, such remaining differences unresolved Disputed Items (the “Submitted Items”) to the Malta office of the Accounting Expert. The “Accounting Expert” shall be Gxxxx Xxxxxxxx or, in the event that it is not available or is unable to serve, an independent internationally recognized accounting firm selected by mutual agreement of the Buyer and the Sellers’ RepresentativeIndependent Accountant. (d) The parties Each of Buyer and Seller shall arrange for the Accounting Expert to agree in its enter into a customary engagement letter to act with the Independent Accountant, which engagement letter shall specifically provide that the Independent Accountant shall resolve the Submitted Items in accordance with this Section 2.03(d2.1(d). Each party Party shall make readily available present a brief to the Accounting Expert all relevant books and records within Independent Accountant (which, upon receipt of both such party’s control reasonably requested by briefs, the Accounting Expert. The Buyer and the Sellers’ Representative Independent Accountant shall each present a written summary to the Accounting Expert (which written summary shall also be concurrently provided provide to the other partyParty) within twenty (20) 20 days of the appointment of the Accounting Expert Independent Accountant detailing such partyParty’s views as to the correct nature and amount of each item remaining in dispute from the Notice of Disagreement Submitted Item (and for the avoidance of doubt, no party Party may introduce a dispute to the Accounting Expert Independent Accountant that was is not originally set forth on a Submitted Item). Within ten days of a Party’s receipt of the Notice other Party’s brief, the receiving Party may present a responsive brief to the Independent Accountant (which, upon receipt of Disagreementboth such responsive briefs, the Independent Accountant shall provide to the other Party). The Accounting Expert Independent Accountant shall have the opportunity to present written questions to either partyParty, a copy of which shall be provided to the other party at the same timeParty. There The Independent Accountant shall be have no ex parte communications between any party (communication with either Party or its representatives)respective Representatives with respect to the matters contemplated by this Agreement or the transactions contemplated hereby. The Independent Accountant shall consider only the Submitted Items and Seller’s and Buyer’s respective calculations thereof and whether such calculations (i) were prepared in accordance with this Agreement or (ii) contained mathematical errors. The Independent Accountant shall not assign a value to any Submitted Item greater than the greatest value for such Submitted Item assigned by Seller, on the one hand, and the Accounting Expertor Buyer, on the other hand, or less than the smallest value for such Submitted Item assigned by Seller, on the one hand, or Buyer, on the other hand. The Independent Accountant’s determination shall be based solely on (A) the presentations and responsive briefs by Seller and Buyer made in accordance with the procedures set forth in this Agreement and (B) the terms of this Agreement relating to any disputed matter the determination of the Net Adjustment Amount and unless requested of each of the Closing Company Transaction Expenses, the Closing Funded Indebtedness, the Closing Cash on Hand and the Closing Working Capital, including the definitions provided in this Agreement relevant thereto, including the Accounting Principles, and, in each case, not on the basis of independent review by the Accounting Expert in writing, no party may present any additional information or arguments to the Accounting Expert, either orally or in writing (other than the written summaries referenced above)Independent Accountant. The Accounting Expert shall consider only those items and amounts in the Sellers’ Representative’s and the Buyer’s respective calculations that are identified as being items and amounts to which the Sellers’ Representative and the Buyer have been unable to agree. In resolving any disputed item, the Accounting Expert shall select either the position of the Buyer or the Sellers’ Representative as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed. The Accounting Expert Independent Accountant shall make a written determination within sixty (60) 30 days of its appointment (or as promptly as practicable thereafter) as to each such disputed itemDisputed Item, which determination shall be final final, binding and binding non-appealable on the parties for all purposes hereunder Parties absent manifest mathematical error error, fraud or manifest disregard for the provisions of this Section 2.03 2.1(d) (and, and in the event of such manifest error or disregard, the written determination shall be referred back to the Accounting Expert Independent Accountant to correct the same). (e) . The fees and expenses of the Accounting Expert Independent Accountant and of any enforcement of the determination thereof, shall initially be borne fifty percent (50%) by the Buyer and fifty percent (50%) by the Sellers; provided, however, that all such fees and expenses shall ultimately be borne by the BuyerSeller, on the one hand, and the SellersBuyer, on the otherother hand, in inverse proportion as they may prevail on the matters resolved by the Accounting ExpertIndependent Accountant, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar Dollar values of the amounts in dispute as originally set forth in the Notice of Disagreement and shall be calculated determined by the Accounting ExpertIndependent Accountant at the time the determination of such firm is rendered on the merits of the matters submitted. (e) The amounts of each of the Closing Company Transaction Expenses, the Closing Funded Indebtedness, the Closing Cash on Hand and the Closing Working Capital and the Net Adjustment Amount, in each case as finally determined pursuant to this Section 2.1, shall become final, binding and non-appealable on the Parties.

Post-Closing Determination. (ai) Within ninety (90) As soon as reasonably practicable, but in no event later than 90 days after the Closing Date, Parent shall conduct a review of the Buyer Working Capital and shall prepare, or cause to be prepared, and deliver to Agent: (A) a balance sheet of the Sellers’ Representative Company as of the close of business on the Closing prepared on the same basis and using the same accounting methods, practices, principles, policies and procedures that were used in the preparation of the Audited Financial Statements Date (the “Closing Balance Sheet”); (B) a written statement in the form attached hereto as Exhibit D (the “Closing Statement”) that setting forth the actual amount of Working Capital, each of which shall include a consolidated balance sheet of be prepared using the Group Companies as of methodology set forth on Exhibit B (it being understood that, except for the Effective Time non-GAAP principles and methodologies set forth on Exhibit B, the Closing Balance Sheet and Closing Statement shall be prepared in accordance with GAAP); (C) outstanding Indebtedness not included in the Accounting Principles, a calculation of the Net Adjustment Amount, Closing Payment (if any); and a (D) Transaction Expenses not included in the calculation of the following: Closing Payment (i) if any), in each case as of the close of business on the Closing Company Transaction Expenses;Date with supporting detail. (ii) the Closing Indebtedness; (iii) the Closing Cash on Hand; and (iv) the Closing Working Capital. (b) Promptly following the Buyer’s delivery of Agent may accept the Closing Statement to the Sellers’ Representative, the Buyer shall provide the Sellers’ Representative and its representatives and former officers and directors computation of the Company with reasonable access to the relevant books and records, offices, other facilities and properties, representatives and employees of the Group Companies for the purpose of facilitating the Sellers’ Representative’s review Working Capital within 30 days after receipt of the Closing Statement. The Buyer shall continue providing such access throughout the thirty (30) day period following the Buyer’s delivery of the Closing Statement to the Sellers’ Representative (the “Review Period”) and throughout the Resolution Period, if any, and the period of the Accounting Expert’s review hereunder, if any. The Closing Statement shall become final and binding on the last day of the Review Period, unless prior to the end of the Review Period, the Sellers’ Representative delivers to the Buyer a written notice of disagreement (a “Notice of Disagreement”) specifying the nature and amount of any and all items in dispute as to the amounts set forth in the Closing Statement. The Sellers’ Representative shall be deemed to have agreed If Agent disagrees with all items and amounts in the Closing Statement not referenced in a Notice of Disagreement provided prior to the end of the Review Period unless the Sellers’ Representative obtains new information during the Review Period that indicates that the Closing Statement is incorrect. (c) During the thirty (30) day period following delivery of a Notice of Disagreement by the Sellers’ Representative to the Buyer (the “Resolution Period”), such parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation of the amounts Working Capital as specified thereinreflected on the Closing Statement, Agent may, within 30 days after receipt of the Closing Statement, deliver a notice (an “Objection Notice”) to Parent setting forth Agent’s calculation of the Working Capital and a statement setting forth Agent’s objections in reasonable detail. Any disputed items resolved amounts not specifically objected to by Agent in writing between the Sellers’ Representative Objection Notice shall be deemed accepted. If Agent fails to deliver an Objection Notice to Parent on or prior to the expiration of the 30-day period referred to above, the Closing Statement and the Buyer within the Resolution Period calculation of Working Capital set forth therein shall be final and binding on the parties for all purposes hereunderSellers and Agent. If Agent delivers an Objection Notice on or prior to the Sellers’ Representative and the Buyer have not resolved all such differences by the end expiration of the Resolution Period30-day period referred to above, the Sellers’ Representative Parent and the Buyer Agent shall submit, negotiate in writing, such remaining differences good faith to the Malta office of the Accounting Expert. The “Accounting Expert” shall be Gxxxx Xxxxxxxx or, in the event that it is not available or is unable to serve, an independent internationally recognized accounting firm selected by mutual agreement of the Buyer and the Sellers’ Representative. (d) The parties shall arrange for the Accounting Expert to agree in its engagement letter to act in accordance with this Section 2.03(d). Each party shall make readily available to the Accounting Expert all relevant books and records within such party’s control reasonably requested by the Accounting Expert. The Buyer and the Sellers’ Representative shall each present a written summary to the Accounting Expert (which written summary shall also be concurrently provided to the other party) within twenty (20) days of the appointment of the Accounting Expert detailing such party’s views resolve any disagreements as to the correct nature and amount of each item remaining in dispute from the Notice of Disagreement (and for the avoidance of doubt, no party may introduce a dispute to the Accounting Expert that was not originally set forth on the Notice of Disagreement). The Accounting Expert shall have the opportunity to present written questions to either party, a copy of which shall be provided to the other party at the same time. There shall be no ex parte communications between any party (or its representatives), on the one hand, and the Accounting Expert, on the other hand, relating to any disputed matter and unless requested by the Accounting Expert in writing, no party may present any additional information or arguments to the Accounting Expert, either orally or in writing (other than the written summaries referenced above). The Accounting Expert shall consider only those items and amounts in the Sellers’ Representative’s and the Buyer’s respective calculations that are identified as being items and amounts to which the Sellers’ Representative and the Buyer have been unable to agree. In resolving any disputed item, the Accounting Expert shall select either the position computation of the Buyer or the Sellers’ Representative as a resolution for each item or amount disputed and may not impose an alternative Working Capital, but if there is no final resolution with respect to any item or amount disputedamounts remaining in dispute (the “Disputed Amounts”) within 20 days after Parent has received the Objection Notice, Parent and Agent shall jointly retain the Chicago, Illinois office of Ernst & Young LLP (the “Accounting Firm”) to resolve any disagreements relating only to the Disputed Amounts and to determine the Final Working Capital Amount (as defined below). The Accounting Expert Parent and Agent shall make a written determination within sixty (60) days of its appointment as to each such disputed item, which determination shall be final and binding on the parties for submit all purposes hereunder absent manifest mathematical error or manifest disregard for the provisions of this Section 2.03 (and, in the event of such manifest error or disregard, the written determination shall be referred back back-up documentation to the Accounting Expert Firm promptly (and in any event within 15 days after the Accounting Firm’s engagement), which documentation shall include such Party’s computation of the Working Capital and information, arguments and support for such Party’s position with respect to correct the same)Disputed Amounts. Parent and Agent shall also have the right to present oral arguments relevant to the Accounting Firm’s resolution of the Disputed Amounts. Neither Purchaser nor Agent or any of their respective Representatives shall have or conduct any communication, either written or oral, with the Accounting Firm without the other Party either being present or receiving a concurrent copy of any written communication. (eiii) The Accounting Firm shall review all such documentation and shall deliver its determination of the Disputed Amounts within 60 days after its engagement, and shall base its determination solely on such documentation in accordance with GAAP and in accordance with the definition of Working Capital herein. In resolving such Disputed Amounts, the Accounting Firm may not assign a value to any item greater than the greatest value used for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The determination of the Accounting Firm shall be conclusive and binding upon the Parties. (iv) Agent shall pay a portion of the fees and expenses of the Accounting Expert Firm equal to 100% multiplied by a fraction, the numerator of which is the amount of Disputed Amounts submitted to the Accounting Firm that are resolved in favor of Parent (that being the difference between the Accounting Firm’s determination and Agent’s determination) and the denominator of which is the total amount of the Disputed Amounts submitted to the Accounting Firm (that being the sum total by which Parent’s determination and Agent’s determination differ from the determination of the Accounting Firm). Parent shall initially be borne fifty percent pay that portion of the fees and expenses of the Accounting Firm that Agent is not required to pay hereunder. (50%v) by Parent agrees to provide Agent and its Representatives and the Buyer Accounting Firm with full access to the Books and fifty percent (50%) by Records, accountant’s work papers, accounting personnel, and facilities of the SellersCompany during normal business hours in order to complete their review of the Closing Statement and the Closing Balance Sheet; provided, however, that all such fees and expenses shall ultimately be borne by the Buyer, on the one hand, and the Sellers, on the other, in inverse proportion as they may prevail on the matters resolved by the Accounting Expert, which proportionate allocation access shall be calculated on an aggregate basis based on in manner that does not interfere with the relative dollar values normal operations of the amounts in dispute as originally set forth in the Notice of Disagreement and shall be calculated by the Accounting ExpertCompany.

Post-Closing Determination. (a) Within ninety (90) calendar days after the Closing Date, Purchaser will conduct a review of the Buyer shall prepare, or cause to be prepared, Estimated Statement and will prepare and deliver to the Sellers’ Representative a written statement (the “Closing Statement”) that shall include setting forth in reasonable detail (i) its calculation of the actual Closing Working Capital, Closing Indebtedness, Transaction Expenses and Closing Cash, (ii) Purchaser’s calculation of the actual Cash Consideration as a result of the calculations described in the foregoing clause (i), (iii) work sheets or other reasonable supporting documentation showing the calculation of such estimates, and (iv) a consolidated balance sheet of the Group Companies as of the Effective Time Calculation Time. The Closing Statement shall be prepared in accordance with GAAP or the Accounting Principles, a calculation as applicable. The parties agree that the purpose of the Net Adjustment Amount, and a calculation of the following: (i) preparing the Closing Company Transaction Expenses; (ii) Statement and determining the Closing Indebtedness; (iii) the Closing Cash on Hand; and (iv) the amount of Closing Working Capital. (b) Promptly following , Closing Indebtedness, Transaction Expenses and Closing Cash is to measure changes in the Buyer’s delivery amount of Closing Working Capital, Closing Indebtedness, Transaction Expenses and Closing Cash, and such processes are not intended to permit the Closing Statement to the Sellers’ Representativeintroduction of different judgments, the Buyer shall provide the Sellers’ Representative and its representatives and former officers and directors of the Company with reasonable access to the relevant books and recordsaccounting methods, officespolicies, other facilities and propertiesprinciples, representatives and employees of the Group Companies practices, procedures, classifications or estimation methodologies for the purpose of facilitating preparing the Sellers’ Closing Statement or determining the amount of Closing Working Capital, Closing Indebtedness, Transaction Expenses and Closing Cash. During the Seller’s Representative’s review of the Closing Statement. The Buyer , Sellers’ Representative and/or its Agents shall continue providing have reasonable access to the books and records of the Companies, the personnel of, and work papers prepared by, Purchaser and/or Purchaser’s Agents to the extent that they relate to the Closing Statement as Sellers’ Representative and/or its Agents may reasonably request for the purpose of reviewing the Closing Statement and to prepare an Objection Notice (defined below), provided, that such access throughout shall be in a manner that does not interfere with the normal business operations of Purchaser or the Companies. (b) If Sellers’ Representative disagrees with the computation of the Cash Consideration reflected on the Closing Statement, Sellers’ Representative may, within thirty (30) calendar days after its receipt of the Closing Statement, deliver a notice (an “Objection Notice”) to Purchaser setting forth in reasonable detail the nature of any such disagreement, identifying those specific items and amounts that Sellers’ Representative disputes, to the extent practicable, and Sellers’ Representative calculation thereof. If no Objection Notice is delivered by Sellers’ Representative on or prior to the close of business on the last day of such thirty (30) day period following the Buyer’s delivery of period, the Closing Statement to and the calculations set forth therein shall be deemed accepted by Sellers’ Representative. If any Objection Notice is timely provided, Purchaser and Sellers’ Representative will use commercially reasonable efforts to resolve any disagreements set forth therein, but if they do not obtain a final resolution within fifteen (15) calendar days after Sellers’ Representative has delivered the Objection Notice (or such longer period as the parties may mutually agree to in writing), Purchaser and Sellers’ Representative will jointly retain Xxxx Xxxxx LLP (the “Review PeriodFirm”) to resolve any remaining disagreements. Purchaser and throughout the Resolution Period, if any, and the period of the Accounting Expert’s review hereunder, if any. The Closing Statement shall become final and binding on the last day of the Review Period, unless prior to the end of the Review Period, the Sellers’ Representative delivers will direct the Firm to render a determination within thirty (30) calendar days of its retention, and Purchaser, Sellers’ Representative and their respective employees or Agents will cooperate with the Buyer Firm during its engagement. Purchaser and Sellers’ Representative agree to use commercially reasonable efforts to execute, if requested by the Firm, a written notice of disagreement (a “Notice of Disagreement”) specifying reasonable engagement letter mutually agreed upon by the nature parties. Purchaser and amount of any and all items in dispute as to the amounts set forth in the Closing Statement. The Sellers’ Representative shall be deemed instruct the Firm to have agreed with all items and amounts in the Closing Statement not referenced in a Notice of Disagreement provided prior to the end of the Review Period unless the Sellers’ Representative obtains new information during the Review Period that indicates that the Closing Statement is incorrect. (c) During the thirty (30) day period following delivery of a Notice of Disagreement by the Sellers’ Representative to the Buyer (the “Resolution Period”), such parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation of the amounts as specified therein. Any disputed items resolved in writing between the Sellers’ Representative and the Buyer within the Resolution Period shall be final and binding on the parties for all purposes hereunder. If the Sellers’ Representative and the Buyer have not resolved all such differences by the end of the Resolution Period, the Sellers’ Representative and the Buyer shall submit, in writing, such remaining differences to the Malta office of the Accounting Expert. The “Accounting Expert” shall be Gxxxx Xxxxxxxx or, in the event that it is not available or is unable to serve, an independent internationally recognized accounting firm selected by mutual agreement of the Buyer and the Sellers’ Representative. (d) The parties shall arrange for the Accounting Expert to agree in its engagement letter to act in accordance with this Section 2.03(d). Each party shall make readily available to the Accounting Expert all relevant books and records within such party’s control reasonably requested by the Accounting Expert. The Buyer and the Sellers’ Representative shall each present a written summary to the Accounting Expert (which written summary shall also be concurrently provided to the other party) within twenty (20) days of the appointment of the Accounting Expert detailing such party’s views as to the correct nature and amount of each item remaining in dispute from the Notice of Disagreement (and for the avoidance of doubt, no party may introduce a dispute to the Accounting Expert that was not originally set forth on the Notice of Disagreement). The Accounting Expert shall have the opportunity to present written questions to either party, a copy of which shall be provided to the other party at the same time. There shall be no ex parte communications between any party (or its representatives), on the one hand, and the Accounting Expert, on the other hand, relating to any disputed matter and unless requested by the Accounting Expert in writing, no party may present any additional information or arguments to the Accounting Expert, either orally or in writing (other than the written summaries referenced above). The Accounting Expert shall consider only those items and amounts in the Sellers’ Representative’s and the Buyer’s respective calculations Closing Statement that are identified as being items set forth in the Objection Notice which Purchaser and amounts to which the Sellers’ Representative are unable to resolve. Purchaser and Sellers’ Representative shall each submit a binder to the Firm promptly (and in any event within fifteen (15) calendar days after the Firm’s engagement), which binder shall contain such party’s computation of the disputed items (calculated in accordance with GAAP or the Accounting Principles, as applicable) and information, arguments and support for such party’s position. The Firm shall review such binders and base its determination solely on such binders in accordance with GAAP or the Accounting Principles, as applicable, and the Buyer have been unable to agreedefinitions of applicable components of the Cash Consideration set forth herein. In resolving any disputed item, the Accounting Expert Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Firm shall select either act as an arbitrator to determine such disputed items or amounts. All communications between a party and the position of Firm shall be in writing and shall be transmitted to the Buyer or other party and neither Purchaser nor the Sellers’ Representative as a resolution for each item or amount disputed and may not impose an alternative resolution shall have ex parte communications with respect to any item or amount disputedthe Firm. The Accounting Expert determination of the Firm shall make be set forth in a written determination within sixty (60) days of its appointment as statement delivered to each such disputed item, which determination shall Purchaser and Sellers’ Representative and will be final conclusive and binding on the parties for all purposes hereunder upon Purchaser and Sellers’ Representative, absent manifest mathematical error fraud or manifest disregard for error. The date on which the provisions of Closing Statement and Cash Consideration are finally determined in accordance with this Section 2.03 (and, in 2.04(b) is hereinafter referred to as the event of such manifest error or disregard, the written determination shall be referred back to the Accounting Expert to correct the same)“Determination Date.” (ec) The fees and expenses cost of the Accounting Expert shall initially be borne fifty percent (50%) determination of the disputed items by the Buyer and fifty percent (50%) by the Sellers; provided, however, that all such fees and expenses Firm shall ultimately be borne by the BuyerSellers’ Representative, on the one hand, and the SellersPurchaser, on the otherother hand, in inverse proportion as they may prevail on the matters resolved by the Accounting Expert, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values percentage which the portion of the amounts in dispute as originally set forth in contested amount not awarded to each party bears to the Notice of Disagreement and shall be calculated amount actually contested by such party. For example, if closing accounts receivable is the only disputed item, Purchaser claims that closing accounts receivable is $1,000 less than the amount determined by the Accounting ExpertSellers’ Representative, and the Sellers’ Representative contests only $500 of the amount claimed by Purchaser, and if the Firm ultimately resolves the dispute by awarding Purchaser $300 of the $500 contested, then the costs and expenses of the determination will be allocated 60% (i.e., 300 ÷ 500) to the Sellers’ Representative and 40% (i.e., 200 ÷ 500) to Purchaser.

Post-Closing Determination. (a) Within ninety (90) days after the Closing DateNo later than January 31, the 2020, Buyer shall prepare, or cause to be prepared, and deliver to the Sellers’ Member Representative a written statement (the “Closing Statement”) that shall include a consolidated balance sheet of the Group Companies Company as of the Effective Time prepared in accordance with the Accounting Principles, but subject to the adjustments set forth in Section 2.1-A of the Disclosure Schedule, a calculation statement of the Net Adjustment Amount, Amount and a calculation of the following: (i) the Closing Company Transaction Expenses; (ii) the Closing Funded Indebtedness; (iii) the Closing Cash on Hand; and (iv) the Closing Working Capital. (b) Promptly following the Buyer’s delivery of the Closing Statement to the Sellers’ Member Representative, the Buyer shall provide the Sellers’ Member Representative and its representatives and former officers and directors of the Company with his Representatives reasonable access to the relevant books and records, offices, other facilities and properties, representatives records and employees of the Group Companies Company for the purpose of facilitating the Sellers’ Member Representative’s review of the Closing Statement. The Buyer shall continue providing such access throughout the thirty (30) day period following the Buyer’s delivery of the Closing Statement to the Sellers’ Member Representative (the “Review Period”), provided that the Review Period shall be tolled and extended for an additional thirty (30) and throughout day period if the Resolution Period, if any, and Member Representative provides written notice to Buyer prior to the period expiration of the Accounting Expertfirst thirty (30) days of the Review Period that Buyer’s review hereunderdelay or failure to provide reasonable access as described above has materially prejudiced the Member Representative’s ability to evaluate the Closing Statement. Buyer shall provide access to the books and records of the Company electronically and transmit financial statements, if any. general journals and trial balances of the Company in such formats as they are prepared on the date of this Agreement. (c) The Closing Statement shall become final and binding on the last day of the Review Period, unless prior to the end of the Review Period, the Sellers’ Member Representative delivers to the Buyer a written notice of disagreement (a “Notice of Disagreement”) specifying the nature and amount of any and all items in dispute as to the amounts set forth in the Closing Statement. The Sellers’ Member Representative shall be deemed to have agreed with all items and amounts in the Closing Statement not specifically referenced in a Notice of Disagreement provided prior to the end of the Review Period unless Period, as the Sellers’ same may be amended from time to time by the Member Representative obtains new information during prior to the end of the Review Period that indicates that the Closing Statement is incorrectPeriod. (cd) During the thirty (30) 30 day period following delivery of a Notice of Disagreement by the Sellers’ Member Representative to the Buyer (the “Resolution Period”), such parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation of the amounts as specified therein. Any disputed items resolved in writing between the Sellers’ Member Representative and the Buyer within the Resolution Period shall be final and binding on the parties for all purposes hereunder. If the Sellers’ Member Representative and the Buyer have not resolved all such differences by the end of the Resolution Period, the Sellers’ Member Representative and the Buyer shall submit, in writing, such remaining differences to the Malta Grand Rapids office of the Accounting Expert. The “Accounting Expert” shall be Gxxxx Xxxxxxxx Ernst & Young, or, in the event that it is not available or is unable to servenot a Neutral Accounting Firm, an independent internationally recognized accounting firm a Neutral Accounting Firm selected by mutual agreement of the Buyer and the Sellers’ Member Representative. (d) The parties shall arrange for the Accounting Expert to agree in its engagement letter to act in accordance with this Section 2.03(d). Each party shall make readily available to the Accounting Expert all relevant books and records within such party’s control reasonably requested by the Accounting Expert. The Buyer and the Sellers’ Representative shall each present a written summary to the Accounting Expert (which written summary shall also be concurrently provided to the other party) within twenty (20) days of the appointment of the Accounting Expert detailing such party’s views as to the correct nature and amount of each item remaining in dispute from the Notice of Disagreement (and for the avoidance of doubt, no party may introduce a dispute to the Accounting Expert that was not originally set forth on the Notice of Disagreement). The Accounting Expert shall have the opportunity to present written questions to either party, a copy of which shall be provided to the other party at the same time. There shall be no ex parte communications between any party (or its representatives), on the one hand, and the Accounting Expert, on the other hand, relating to any disputed matter and unless requested by the Accounting Expert in writing, no party may present any additional information or arguments to the Accounting Expert, either orally or in writing (other than the written summaries referenced above). The Accounting Expert shall consider only those items and amounts in the Sellers’ Representative’s and the Buyer’s respective calculations that are identified as being items and amounts to which the Sellers’ Representative and the Buyer have been unable to agree. In resolving any disputed item, the Accounting Expert shall select either the position of the Buyer or the Sellers’ Representative as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed. The Accounting Expert shall make a written determination within sixty (60) days of its appointment as to each such disputed item, which determination shall be final and binding on the parties for all purposes hereunder absent manifest mathematical error or manifest disregard for the provisions of this Section 2.03 (and, in the event of such manifest error or disregard, the written determination shall be referred back to the Accounting Expert to correct the same). (e) The fees and expenses of the Accounting Expert shall initially be borne fifty percent (50%) by the Buyer and fifty percent (50%) by the Sellers; provided, however, that all (i) if, within thirty (30) days after the end of the Resolution Period, such fees and expenses shall ultimately be borne by the Buyer, parties are unable to agree on the one hand, and the Sellers, on the other, in inverse proportion a Neutral Accounting Firm to act as they may prevail on the matters resolved by the Accounting Expert, which proportionate allocation then each party shall be calculated on an aggregate basis based on select a Neutral Accounting Firm and such firms together shall select the relative dollar values of the amounts in dispute Neutral Accounting Firm to act as originally set forth in the Notice of Disagreement and shall be calculated by the Accounting Expert, and (ii) if any party does not select a Neutral Accounting Firm within ten (10) days of written demand therefor by the other party, then the Neutral Accounting Firm selected by the other party shall act as the Accounting Expert. A “Neutral Accounting Firm” means an independent accounting firm of nationally recognized standing that is not at the time it is to be engaged hereunder rendering services to any party, or any Affiliate of either, and has not done so within the two year period prior thereto.

Post-Closing Determination. (a) Within ninety sixty (9060) days after the Closing Date, the Buyer shall prepare, or cause to be prepared, and deliver to the Sellers’ Shareholder Representative a written statement (the “Closing Statement”) that shall include a consolidated balance sheet of the Group Companies Company as of the Effective Time prepared in accordance with the Accounting PrinciplesGAAP, a calculation statement of the Net Adjustment Amount, Amount and a calculation of the following: (i) the Closing Company Transaction Expenses; (ii) the Closing Funded Indebtedness; (iii) the Closing Cash on Hand; and (iv) the Closing Working Capital. (b) Promptly following If the Buyer’s delivery of Net Adjustment Amount as finally determined in accordance with this Section 2 is positive, Buyer shall pay the Closing Statement Net Adjustment Amount to the Sellers’ Representative, the Buyer shall provide the Sellers’ Representative and its representatives and former officers and directors of the Company Shareholders (in accordance with reasonable access to the relevant books and records, offices, other facilities and properties, representatives and employees of the Group Companies for the purpose of facilitating the Sellers’ Representative’s review of the Closing Statement. The Buyer shall continue providing such access throughout the thirty (30) day period following the Buyer’s delivery of the Closing Statement to the Sellers’ Representative (the “Review Period”) and throughout the Resolution Period, if any, and the period of the Accounting Expert’s review hereunder, if any. The Closing Statement shall become final and binding on the last day of the Review Period, unless prior to the end of the Review Period, the Sellers’ Representative delivers to the Buyer a written notice of disagreement (a “Notice of Disagreement”) specifying the nature and amount of any and all items in dispute as to the amounts set forth in the Closing Statement. The Sellers’ Representative shall be deemed to have agreed with all items and amounts in the Closing Statement not referenced in a Notice of Disagreement provided prior to the end of the Review Period unless the Sellers’ Representative obtains new information during the Review Period that indicates that the Closing Statement is incorrecttheir respective Pro Rata Shares). (c) During If the thirty (30) day period following delivery of Net Adjustment Amount as finally determined in accordance with this Section 2 is negative, Shareholder Representative and Buyer shall deliver a Notice of Disagreement by the Sellers’ Representative joint written instruction to the Escrow Agent to release from the Escrow Amount such amount to Buyer (the “Resolution Period”), such parties in good faith shall seek to resolve in writing any differences that they may have with respect cash by wire transfer of immediately available funds to the computation bank account designated by Buyer; provided, that if the Escrow Amount is insufficient to cover such shortfall Buyer may cause the Shareholders (in accordance with their respective Pro Rata Shares) to pay the amount of the amounts as specified therein. Any disputed items resolved in writing between the Sellers’ Representative and the Buyer within the Resolution Period shall be final and binding on the parties for all purposes hereunder. If the Sellers’ Representative and the Buyer have not resolved all such differences by the end of the Resolution Period, the Sellers’ Representative and the Buyer shall submit, in writing, such remaining differences deficiency to the Malta office of the Accounting Expert. The “Accounting Expert” shall be Gxxxx Xxxxxxxx or, in the event that it is not available or is unable to serve, an independent internationally recognized accounting firm selected by mutual agreement of the Buyer and the Sellers’ RepresentativeBuyer. (d) The parties Payment of the Net Adjustment Amount shall arrange for be made within three (3) Business Days of final determination of the Accounting Expert Net Adjustment Amount pursuant to agree the provisions of Section 2.6 by wire transfer of immediately available funds to such account or accounts as may be designated in its engagement letter writing by the party entitled to act such payment at least two Business Days prior to such payment date. In the event that any portion of Escrow Amount remains in Escrow following payment of the Net Adjustment Amount pursuant to this Section 2.3, Shareholder Representative and Buyer shall within 10 days following payment of the Net Adjustment Amount deliver a joint written instruction to the Escrow Agent to release all of the funds remaining in the Escrow to the Shareholders in accordance with this Section 2.03(d). Each party shall make readily available to the Accounting Expert all relevant books and records within such party’s control reasonably requested by the Accounting Expert. The Buyer and the Sellers’ Representative shall each present a written summary to the Accounting Expert (which written summary shall also be concurrently provided to the other party) within twenty (20) days of the appointment of the Accounting Expert detailing such party’s views as to the correct nature and amount of each item remaining in dispute from the Notice of Disagreement (and for the avoidance of doubt, no party may introduce a dispute to the Accounting Expert that was not originally set forth on the Notice of Disagreement). The Accounting Expert shall have the opportunity to present written questions to either party, a copy of which shall be provided to the other party at the same time. There shall be no ex parte communications between any party (or its representatives), on the one hand, and the Accounting Expert, on the other hand, relating to any disputed matter and unless requested by the Accounting Expert in writing, no party may present any additional information or arguments to the Accounting Expert, either orally or in writing (other than the written summaries referenced above). The Accounting Expert shall consider only those items and amounts in the Sellers’ Representative’s and the Buyer’s respective calculations that are identified as being items and amounts to which the Sellers’ Representative and the Buyer have been unable to agree. In resolving any disputed item, the Accounting Expert shall select either the position of the Buyer or the Sellers’ Representative as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed. The Accounting Expert shall make a written determination within sixty (60) days of its appointment as to each such disputed item, which determination shall be final and binding on the parties for all purposes hereunder absent manifest mathematical error or manifest disregard for the provisions of this Section 2.03 (and, in the event of such manifest error or disregard, the written determination shall be referred back to the Accounting Expert to correct the same)their Pro Rata Shares. (e) The fees and expenses of the Accounting Expert shall initially be borne fifty percent (50%) by the Buyer and fifty percent (50%) by the Sellers; provided, however, that all such fees and expenses shall ultimately be borne by the Buyer, on the one hand, and the Sellers, on the other, in inverse proportion as they may prevail on the matters resolved by the Accounting Expert, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute as originally set forth in the Notice of Disagreement and shall be calculated by the Accounting Expert.

Post-Closing Determination. Within sixty (a60) Within ninety (90) calendar days after the Closing Date, the Buyer Company’s outside auditors as of the Closing Date and the Stockholder Representative shall prepare, or cause to be prepared, prepare and deliver to the Sellers’ Representative a written Parent an audited combined consolidated statement (the “Closing Statement”) that shall include a consolidated balance sheet of the Group Companies Adjusted Working Capital as of the Effective Time on the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet shall be prepared in accordance with GAAP, consistently applied, and in accordance with the Accounting Principles, a calculation definition of “Adjusted Working Capital” and the parameters set forth in Section 2.6(a) of the Net Adjustment Amount, and a calculation of the following: (i) the Closing Company Transaction Expenses; (ii) the Closing Indebtedness; (iii) the Closing Cash on Hand; and (iv) the Closing Working Capital. (b) Promptly following the Buyer’s delivery of the Closing Statement to the Sellers’ Representative, the Buyer Disclosure Letter. Parent shall provide the Sellers’ Company’s outside auditors, the Stockholder Representative and its his representatives and former officers and directors of the Company with reasonable access to the relevant books and records, offices, other facilities and properties, representatives records and employees of the Group Companies Company to the extent necessary for the purpose of facilitating the Sellers’ Representative’s review preparation of the Closing StatementBalance Sheet and shall cause the employees of the Company to cooperate with the Company’s outside auditors, the Stockholder Representative and his representative in connection with his preparation of the Closing Balance Sheet. The Buyer shall continue providing such access throughout the Not later than thirty (30) day period calendar days following the Buyer’s delivery date of receipt of the Closing Statement to Balance Sheet, Parent shall provide the Sellers’ Stockholder Representative with a notice (the a “Review PeriodDispute Notice”) and throughout the Resolution Periodlisting those items, if any, to which Parent takes exception, which notice shall also (i) specifically identify, and provide a reasonably detailed explanation of (1) any deviation that Parent believes to exist between the methodology used to calculate the Closing Date Working Capital Estimate and the period of methodology used to calculate the Accounting Expert’s review hereunder, if any. The Closing Statement shall become final and binding on the last day of the Review Period, unless prior to the end of the Review Period, the Sellers’ Representative delivers to the Buyer a written notice of disagreement (a “Notice of Disagreement”) specifying the nature and amount of any and all items in dispute Adjusted Working Capital as to the amounts set forth in the Closing StatementBalance Sheet and (2) any other basis upon which Parent has delivered such list, (ii) set forth the amount of Adjusted Working Capital that Parent has calculated based on the information contained in the Closing Balance Sheet and (iii) specifically identify Parent’s proposed adjustment(s) (the “Proposed Adjustments”). The Sellers’ If Parent fails to deliver to the Stockholder Representative the Dispute Notice within thirty (30) calendar days following the date of receipt of the Closing Balance Sheet, Parent shall be deemed to have accepted the Closing Balance Sheet for the purpose of any purchase price adjustment under Section 2.6(d) hereof. Any items not disputed in the Dispute Notice shall be deemed to be accepted and agreed to by the Parent. If the Stockholder Representative does not give Parent notice of objections within thirty (30) calendar days following the date of receipt of the Dispute Notice, the Stockholder Representative shall be deemed to have accepted on behalf of the Holders the Proposed Adjustments for the purpose of any purchase price adjustment under Section 2.6(d) hereof. Any items not disputed shall be deemed to be accepted and agreed with all items and amounts in by the Closing Statement not referenced in a Notice Stockholder Representative. If Stockholder Representative gives Parent notice of Disagreement provided prior objections to the end Proposed Adjustments, and if Parent and the Stockholder Representative are unable, within fifteen (15) calendar days after the date of receipt by Parent of the Review Period unless notice by the Sellers’ Stockholder Representative obtains new information during of objections, to resolve the Review Period that indicates that disputed exceptions, such disputed exceptions will be referred to an accounting firm jointly selected by Parent and the Closing Statement is incorrect. Stockholder Representative) (c) During the “Independent Accounting Firm”). The Independent Accounting Firm shall, within thirty (30) day period calendar days following delivery the date of its selection, deliver to Parent and the Stockholder Representative a Notice written report determining such disputed exceptions, and its determinations will be final, conclusive and binding upon Parent and each of Disagreement the Holders for the purposes of any purchase price adjustment under Section 2.6(d) hereof. The fees and disbursements of the Independent Accounting Firm shall be paid by Parent in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Parent (as finally determined by the Sellers’ Representative Independent Accounting Firm) bears to the Buyer (the “Resolution Period”), total amount of such parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation of the amounts as specified therein. Any remaining disputed items resolved in writing between the Sellers’ Representative and the Buyer within the Resolution Period shall be final and binding on the parties for all purposes hereunder. If the Sellers’ Representative and the Buyer have not resolved all such differences by the end of the Resolution Period, the Sellers’ Representative and the Buyer shall submit, in writing, such remaining differences to the Malta office of the Accounting Expert. The “Accounting Expert” shall be Gxxxx Xxxxxxxx or, in the event that it is not available or is unable to serve, an independent internationally recognized accounting firm selected by mutual agreement of the Buyer and the Sellers’ Representative. (d) The parties shall arrange for the Accounting Expert to agree in its engagement letter to act in accordance with this Section 2.03(d). Each party shall make readily available to the Accounting Expert all relevant books and records within such party’s control reasonably requested by the Accounting Expert. The Buyer and the Sellers’ Representative shall each present a written summary to the Accounting Expert (which written summary shall also be concurrently provided to the other party) within twenty (20) days of the appointment of the Accounting Expert detailing such party’s views as to the correct nature and amount of each item remaining in dispute from the Notice of Disagreement (and for the avoidance of doubt, no party may introduce a dispute to the Accounting Expert that was not originally set forth on the Notice of Disagreement). The Accounting Expert shall have the opportunity to present written questions to either party, a copy of which shall be provided to the other party at the same time. There shall be no ex parte communications between any party (or its representatives), on the one handso submitted, and the Accounting Expert, on the other hand, relating to any disputed matter and unless requested by the Accounting Expert in writing, no party may present any additional information or arguments balance shall be allocated equally to the Accounting Expert, either orally or in writing (other than the written summaries referenced above). The Accounting Expert shall consider only those items and amounts in the Sellers’ Representative’s and the Buyer’s respective calculations that are identified as being items and amounts to which the Sellers’ Representative and the Buyer have been unable to agree. In resolving any disputed item, the Accounting Expert shall select either the position of the Buyer or the Sellers’ Representative as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed. The Accounting Expert shall make a written determination within sixty (60) days of its appointment as to each such disputed item, which determination shall be final and binding on the parties for all purposes hereunder absent manifest mathematical error or manifest disregard for the provisions of this Section 2.03 (and, in the event of such manifest error or disregard, the written determination shall be referred back to the Accounting Expert to correct the same)Holders. (e) The fees and expenses of the Accounting Expert shall initially be borne fifty percent (50%) by the Buyer and fifty percent (50%) by the Sellers; provided, however, that all such fees and expenses shall ultimately be borne by the Buyer, on the one hand, and the Sellers, on the other, in inverse proportion as they may prevail on the matters resolved by the Accounting Expert, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute as originally set forth in the Notice of Disagreement and shall be calculated by the Accounting Expert.

Post-Closing Determination. Within thirty (a) Within ninety (9030) days after the Closing Date, the Buyer shall preparePurchaser, through its designated Representative, Xxxxxxx Xxxxxxxx or cause to be preparedsuch other Representative as it may designate in the event Xx. Xxxxxxxx is unavailable, and deliver to the Sellers’ Seller, through its designated Representative, Xxxxxxx Xxxxxxx or such other Representative as it may designate in the event Xx. Xxxxxxx is unavailable, will jointly conduct a written statement review, and, in accordance with GAAP applied on a consistent basis (i) determine the “Closing Statement”) that shall include a consolidated balance sheet of the Group Companies Working Capital amount as of the Effective Time prepared in accordance with close of business on the Accounting Principles, a calculation of the Net Adjustment Amount, and a calculation of the following: (i) Business Day before the Closing Company Transaction Expenses; Date (the "CLOSING WORKING CAPITAL"), taking into account only those line item accounts set forth on SCHEDULE A-1 and employing the methodology set forth on SCHEDULE A and (ii) determine the outstanding amount of the Secured Indebtedness as of the Closing Indebtedness; Date (iii) the Closing Cash "CLOSING SECURED INDEBTEDNESS"). If the Seller and the Purchaser disagree on Hand; and (iv) the Closing Working Capital. (b) Promptly following the Buyer’s delivery of Capital and/or the Closing Statement to the Sellers’ Representative, the Buyer shall provide the Sellers’ Representative and its representatives and former officers and directors of the Company with reasonable access to the relevant books and records, offices, other facilities and properties, representatives and employees of the Group Companies for the purpose of facilitating the Sellers’ Representative’s review of the Closing Statement. The Buyer shall continue providing such access throughout the thirty (30) day period following the Buyer’s delivery of the Closing Statement to the Sellers’ Representative (the “Review Period”) and throughout the Resolution Period, if any, and the period of the Accounting Expert’s review hereunder, if any. The Closing Statement shall become final and binding on the last day of the Review Period, unless prior to Secured Indebtedness at the end of such 30-day period, then the Review Period, Purchaser and the Sellers’ Representative delivers Seller will use commercially reasonable best efforts to the Buyer a written notice of disagreement (a “Notice of Disagreement”) specifying the nature and amount of resolve any and all items in dispute as to the amounts set forth in the Closing Statement. The Sellers’ Representative shall be deemed to have agreed with all items and amounts in the Closing Statement not referenced in a Notice of Disagreement provided prior to the end of the Review Period unless the Sellers’ Representative obtains new information such disagreements during the Review Period that indicates that following 15 days. If the Closing Statement is incorrect. (c) During the thirty (30) day period following delivery of a Notice of Disagreement by the Sellers’ Representative parties are unable to the Buyer (the “Resolution Period”), such parties in good faith shall seek to resolve in writing any differences that they may have reach final resolution with respect to the computation of Closing Working Capital and/or the amounts as specified therein. Any disputed items resolved in writing between Closing Secured Indebtedness within forty-five (45) days after the Sellers’ Representative and the Buyer within the Resolution Period Closing Date, all disputes shall be final and binding on the parties submitted for all purposes hereunder. If the Sellers’ Representative and the Buyer have not resolved all such differences by the end of the Resolution Period, the Sellers’ Representative and the Buyer shall submit, in writing, such remaining differences resolution to the Malta Baltimore office of the Accounting Expert. The “Accounting Expert” shall be Gxxxx Xxxxxxxx or, in the event that it is not available PricewaterhouseCoopers or is unable to serve, an independent internationally such other mutually acceptable nationally recognized accounting firm selected by mutual agreement of (the Buyer and the Sellers’ Representative. (d) "FIRM"). The parties shall arrange for the Accounting Expert to agree in its engagement letter to act in accordance with this Section 2.03(d). Each party shall make readily available a one (1) day presentation to the Accounting Expert all relevant books and records within such party’s control reasonably requested by the Accounting Expert. The Buyer and the Sellers’ Representative shall Firm, each present a written summary party to the Accounting Expert (which written summary shall also be concurrently provided to the other party) within twenty (20) days of the appointment of the Accounting Expert detailing such party’s views as to the correct nature and have an equal amount of each item remaining in dispute from the Notice of Disagreement (and time for the avoidance of doubt, no party may introduce a dispute to the Accounting Expert that was not originally set forth on the Notice of Disagreement). The Accounting Expert shall have the opportunity to present written questions to either party, a copy of which shall be provided to the other party at the same time. There shall be no ex parte communications between any party (or its representatives), on the one handrespective presentation, and the Accounting Expert, on parties shall ask the other hand, relating Firm to any disputed matter report its decision and unless requested by the Accounting Expert in writing, no party may present any additional information or arguments bases thereof to the Accounting Expert, either orally or in writing Purchaser and the Seller within five (other than the written summaries referenced above)5) Business Days of such presentation. The Accounting Expert shall consider only those items and amounts in the Sellers’ Representative’s Purchaser and the Buyer’s respective calculations that are identified as being items and amounts to which the Sellers’ Representative and the Buyer have been unable to agree. In resolving any disputed item, the Accounting Expert Seller shall select either the position each bear 50% of the Buyer or the Sellers’ Representative as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed. The Accounting Expert shall make a written determination within sixty (60) days of its appointment as to each such disputed item, which determination shall be final and binding on the parties for all purposes hereunder absent manifest mathematical error or manifest disregard for the provisions of this Section 2.03 (and, in the event of such manifest error or disregard, the written determination shall be referred back to the Accounting Expert to correct the same). (e) The fees costs and expenses of the Accounting Expert Firm. The determination of the Firm shall initially be borne fifty percent (50%) by conclusive and binding upon the Buyer and fifty percent (50%) by parties. The amount of the Sellers; provided, however, that all such fees and expenses shall ultimately be borne by the Buyer, on the one hand, Closing Working Capital and the SellersClosing Secured Indebtedness, on as finally determined pursuant to this Section 2.4(b), are referred to herein as the other, in inverse proportion as they may prevail on "ACTUAL WORKING CAPITAL" and the matters resolved by the Accounting Expert, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute as originally set forth in the Notice of Disagreement and shall be calculated by the Accounting Expert"ACTUAL SECURED INDEBTEDNESS."

Post-Closing Determination. (a) Within ninety one hundred twenty (90120) days after following the Closing Date, the Buyer Buyers shall prepare, or cause to be prepared, and deliver to the Sellers’ Representative (on behalf of the Sellers) a consolidated balance sheet of the Sellers as of the Effective Time and a written statement (together, with the balance sheet, the “Closing Statement”) that shall include a consolidated balance sheet of Buyers’ good faith and reasonable calculations of the Group Companies as following amounts: (i) the Closing Working Capital, (ii) the Closing Cash, (iii) the Closing Indebtedness, (iv) on the basis of the Effective Time prepared in accordance with the Accounting Principlesforegoing, a calculation of the Net Adjustment AmountClosing Purchase Price, the Adjusted US Purchase Price and a calculation of the following: (i) the Closing Company Transaction Expenses; (ii) the Closing Indebtedness; (iii) the Closing Cash on Hand; and (iv) the Closing Working CapitalAdjusted Canada Purchase Price. (b) Promptly During the thirty (30)-day period following the Buyer’s Buyers’ delivery of the Closing Statement to the Sellers’ RepresentativeRepresentative (on behalf of the Sellers) (the “Review Period”), the Buyer Buyers shall provide the Sellers’ Representative and its representatives and former officers and directors of the Company with Representatives reasonable access to the relevant books and records, offices, other facilities and properties, representatives and employees records of the Group Companies Business for the purpose of facilitating the Sellers’ Representative’s review (on behalf of the Sellers) of the Closing Statement. The Buyer shall continue providing such access throughout the thirty (30) day period following the Buyer’s delivery of the Closing Statement to the Sellers’ Representative (the “Review Period”) and throughout the Resolution Period, if any, and the period of the Accounting Expert’s review hereunder, if any. The Closing Statement shall become final and binding on at the end of the last day of the Review Period, unless prior to the end of the Review Period, the Sellers’ Representative (on behalf of the Sellers) delivers to the Buyer Buyers a written notice of disagreement (a “Notice of Disagreement”) specifying the nature and amount of any and all items in dispute as to the amounts set forth in the Closing Statement. The Sellers’ Representative (on behalf of the Sellers) shall be deemed to have agreed with all items and amounts in the Closing Statement not specifically referenced in a Notice of Disagreement provided prior to the end of the Review Period unless the Sellers’ Representative obtains new information during the Review Period that indicates that the Closing Statement is incorrectPeriod. (c) During the thirty (30) day 30)-day period following delivery of a Notice of Disagreement by the Sellers’ Representative (on behalf of the Sellers) to the Buyer Buyers (the “Resolution Period”), such parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation of the amounts as specified therein. Any disputed items resolved in writing between the Sellers’ Representative (on behalf of the Sellers) and the Buyer Buyers within the Resolution Period shall be final and binding on the parties Parties for all purposes hereunder. If the Sellers’ Representative (on behalf of the Sellers) and the Buyer Buyers have not resolved all such differences by the end of the Resolution Period, then the Sellers’ Representative and the Buyer Buyers shall submit, in writing, such remaining differences to the Malta New York office of the Accounting Expert. The “Accounting Expert” shall be Gxxxx Xxxxxxxx or, in the event that it is not available or is unable to serve, an independent internationally recognized accounting firm a Neutral Accounting Firm selected by mutual agreement of the Buyer and the Sellers’ Representative. (d) The parties shall arrange for the Accounting Expert to agree in its engagement letter to act in accordance with this Section 2.03(d). Each party shall make readily available to the Accounting Expert all relevant books and records within such party’s control reasonably requested by the Accounting Expert. The Buyer Buyers and the Sellers’ Representative shall each present a written summary to the Accounting Expert (which written summary shall also be concurrently provided to the other party) within twenty (20) days on behalf of the appointment of the Accounting Expert detailing such party’s views as to the correct nature and amount of each item remaining in dispute from the Notice of Disagreement (and for the avoidance of doubt, no party may introduce a dispute to the Accounting Expert that was not originally set forth on the Notice of DisagreementSellers). The Accounting Expert shall have the opportunity to present written questions to either party, a copy of which shall be provided to the other party at the same time. There shall be no ex parte communications between any party (or its representatives), on the one hand, and the Accounting Expert, on the other hand, relating to any disputed matter and unless requested by the Accounting Expert in writing, no party may present any additional information or arguments to the Accounting Expert, either orally or in writing (other than the written summaries referenced above). The Accounting Expert shall consider only those items and amounts in the Sellers’ Representative’s and the Buyer’s respective calculations that are identified as being items and amounts to which the Sellers’ Representative and the Buyer have been unable to agree. In resolving any disputed item, the Accounting Expert shall select either the position of the Buyer or the Sellers’ Representative as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed. The Accounting Expert shall make a written determination within sixty (60) days of its appointment as to each such disputed item, which determination shall be final and binding on the parties for all purposes hereunder absent manifest mathematical error or manifest disregard for the provisions of this Section 2.03 (and, in the event of such manifest error or disregard, the written determination shall be referred back to the Accounting Expert to correct the same). (e) The fees and expenses of the Accounting Expert shall initially be borne fifty percent (50%) by the Buyer and fifty percent (50%) by the Sellers; provided, however, that all that: (i) if, within fifteen (15) days after the end of the Resolution Period, such fees and expenses shall ultimately be borne by the Buyer, parties are unable to agree on the one hand, and the Sellers, on the other, in inverse proportion a Neutral Accounting Firm to act as they may prevail on the matters resolved by the Accounting Expert, which proportionate allocation then each party shall be calculated on an aggregate basis based on select a Neutral Accounting Firm and such firms together shall select the relative dollar values of the amounts in dispute Neutral Accounting Firm to act as originally set forth in the Notice of Disagreement and shall be calculated by the Accounting Expert, and (ii) if any party does not select a Neutral Accounting Firm within ten (10) days of written demand therefor by the other party, then the Neutral Accounting Firm selected by the other party shall act as the Accounting Expert. A “Neutral Accounting Firm” means an independent accounting firm of nationally recognized standing that is not at the time it is to be engaged hereunder rendering services to any party, or any Affiliate of either, and has not done so within the two (2) year-period prior thereto.

Post-Closing Determination. Within sixty (a60) Within ninety (90) calendar days after the Closing Date, the Buyer shall prepare, or cause to be prepared, and deliver to the Sellers’ ' Representative a written statement (the “Closing Statement”) that shall include a consolidated balance sheet of the Group Companies Company as of the Effective Time close of business on the Closing Date (the "Closing Balance Sheet"), prepared in accordance with GAAP subject to the Accounting Principles, exceptions specifically set forth on Schedule 3. 1. The Closing Balance Sheet shall set forth a calculation of the Net Adjustment Amount, and a calculation of the following: (i) the Closing Company Transaction Expenses; (ii) the Closing Indebtedness; (iii) the Closing Cash on Hand; and (iv) the Closing Working Capital. (b) Promptly following . During the Buyer’s delivery preparation of the Closing Statement Balance Sheet by the Buyer and the period of any dispute with respect to the application of this Section 3.2, the Sellers and the Seller's Representative shall cooperate with the Buyer to the extent reasonably requested by the Buyer to prepare the Closing Balance Sheet or to investigate the basis for any dispute. The Closing Balance Sheet shall be examined by the Sellers’ ' Representative, the Buyer shall provide and the Sellers’ ' Representative and its representatives and former officers and directors of the Company with reasonable access to the relevant books and recordsshall, offices, other facilities and properties, representatives and employees of the Group Companies for the purpose of facilitating the Sellers’ Representative’s review not later than sixty (60) calendar days after receipt of the Closing StatementBalance Sheet and any information and documents reasonably requested in writing by the Sellers' Representative, render a report thereon (the "Closing Balance Sheet Report"). The Buyer Closing Balance Sheet Report shall continue providing such access throughout the thirty (30) day period following the Buyer’s delivery of the Closing Statement to the Sellers’ Representative (the “Review Period”) and throughout the Resolution Periodlist those items, if any, to which the Sellers' Representative (on behalf of the Sellers) takes exception and the period of the Accounting Expert’s review hereunder, if anySellers' Representative proposed adjustment. The Closing Statement shall become final and binding on the last day of the Review Period, unless prior to the end of the Review Period, the Sellers’ Representative delivers to the Buyer a written notice of disagreement (a “Notice of Disagreement”) specifying the nature and amount of any and all items in dispute as to the amounts set forth in the Closing Statement. The Sellers’ Seller's Representative shall be deemed to have agreed with all other items and amounts contained in the Closing Statement not referenced in a Notice of Disagreement provided prior Balance Sheet to the end of the Review Period unless the Sellers’ Representative obtains new information during the Review Period that indicates that the Closing Statement is incorrect. (c) During the thirty (30) day period following delivery of a Notice of Disagreement by the Sellers’ Representative to the Buyer (the “Resolution Period”), such parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation of the amounts as specified therein. Any disputed items resolved in writing between the Sellers’ Representative and the Buyer within the Resolution Period shall be final and binding on the parties for all purposes hereunderwhich no specific objection has been made. If the Sellers’ ' Representative and fails to deliver to the Buyer have not resolved all such differences by the end of the Resolution Period, the Sellers’ Representative and the Buyer shall submit, in writing, such remaining differences to the Malta office of the Accounting Expert. The “Accounting Expert” shall be Gxxxx Xxxxxxxx or, in the event that it is not available or is unable to serve, an independent internationally recognized accounting firm selected by mutual agreement of the Buyer and the Sellers’ Representative. (d) The parties shall arrange for the Accounting Expert to agree in its engagement letter to act in accordance with this Section 2.03(d). Each party shall make readily available to the Accounting Expert all relevant books and records within such party’s control reasonably requested by the Accounting Expert. The Buyer and the Sellers’ Representative shall each present a written summary to the Accounting Expert (which written summary shall also be concurrently provided to the other party) within twenty (20) days of the appointment of the Accounting Expert detailing such party’s views as to the correct nature and amount of each item remaining in dispute from the Notice of Disagreement (and for the avoidance of doubt, no party may introduce a dispute to the Accounting Expert that was not originally set forth on the Notice of Disagreement). The Accounting Expert shall have the opportunity to present written questions to either party, a copy of which shall be provided to the other party at the same time. There shall be no ex parte communications between any party (or its representatives), on the one hand, and the Accounting Expert, on the other hand, relating to any disputed matter and unless requested by the Accounting Expert in writing, no party may present any additional information or arguments to the Accounting Expert, either orally or in writing (other than the written summaries referenced above). The Accounting Expert shall consider only those items and amounts in the Sellers’ Representative’s and the Buyer’s respective calculations that are identified as being items and amounts to which the Sellers’ Representative and the Buyer have been unable to agree. In resolving any disputed item, the Accounting Expert shall select either the position of the Buyer or the Sellers’ Representative as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed. The Accounting Expert shall make a written determination Closing Balance Sheet Report within sixty (60) calendar days of its appointment as to each such disputed item, which determination shall be final and binding on the parties for all purposes hereunder absent manifest mathematical error or manifest disregard for the provisions of this Section 2.03 (and, in the event of such manifest error or disregard, the written determination shall be referred back to the Accounting Expert to correct the same). (e) The fees and expenses following receipt of the Accounting Expert shall initially be borne fifty percent Closing Balance Sheet (50%such sixty (60) by the Buyer and fifty percent (50%) day period being conditioned upon all such information reasonably requested in writing by the Sellers; provided, however, that all such fees and expenses shall ultimately be borne ' Representative being promptly provided to the Sellers' Representative by the Buyer), on the one hand, and the Sellers, on the other, in inverse proportion as they may prevail on the matters resolved by the Accounting Expert, which proportionate allocation Sellers shall be calculated on an aggregate basis based on deemed to have accepted the relative dollar values Closing Balance Sheet for the purposes of any adjustment to the amounts in dispute as originally set forth in the Notice of Disagreement and shall be calculated by the Accounting ExpertPurchase Price under Section 3.

Post-Closing Determination. (a) Within ninety (90) days after the Closing Date, the Buyer shall prepare, or cause to be prepared, and deliver to the Sellers’ Representative a written statement (the “Closing Statement”) that shall include a consolidated balance sheet of the Group Acquired Companies as of the Effective Time Closing Date prepared in accordance with the Accounting Principles, a calculation statement of the Net Adjustment Amount, and a calculation of the following: (i) the Closing Company Transaction Expenses; (ii) the Closing Indebtedness; (iii) the Closing Cash on Hand; and (iv) the Closing Working Capital. (b) Promptly During the thirty (30) day period following the Buyer’s delivery of the Closing Statement to the Sellers’ RepresentativeRepresentative (the “Review Period”), the Buyer shall provide the Sellers’ Representative and its representatives and former officers and directors of the Company with his Representatives reasonable access to the relevant books and records, offices, other facilities and properties, representatives records and employees of the Group Acquired Companies for the purpose of facilitating the Sellers’ Representative’s review of the Closing Statement. The Buyer shall continue providing such access throughout the thirty (30) day period following the Buyer’s delivery of the Closing Statement to the Sellers’ Representative (the “Review Period”) and throughout the Resolution Period, if any, and the period of the Accounting Expert’s review hereunder, if any. The Closing Statement shall become final and binding on the Parties at the end of the last day of the Review Period, unless prior to the end of the Review Period, the Sellers’ Representative delivers to the Buyer a written notice of disagreement (a “Notice of Disagreement”) specifying the nature and amount of any and all items in dispute as to the amounts set forth in the Closing Statement. The Sellers’ Representative shall be deemed to have agreed with all items and amounts in the Closing Statement not specifically referenced in a Notice of Disagreement provided prior to the end of the Review Period unless the Sellers’ Representative obtains new information during the Review Period that indicates that the Closing Statement is incorrectPeriod. (c) During the thirty fifteen (3015) day period following delivery of a Notice of Disagreement by the Sellers’ Representative to the Buyer (the “Resolution Period”), such parties Parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation of the amounts as specified therein. Any disputed items resolved in writing between the Sellers’ Representative and the Buyer within the Resolution Period shall be final and binding on the parties Parties for all purposes hereunder. If the Sellers’ Representative and the Buyer have not resolved all such differences by the end of the Resolution Period, the Sellers’ Representative and the Buyer shall submit, in writing, such remaining differences to the Malta office of the Accounting Expert. The “Accounting Expert” shall be Gxxxx Xxxxxxxx or, in the event that it is not available or is unable to serve, an independent internationally recognized accounting firm a Neutral Accounting Firm selected by mutual agreement of the Buyer and the Sellers’ Representative. ; provided, that: (di) The parties shall arrange for if, within fifteen (15) days after the end of the Resolution Period, such Parties are unable to agree on a Neutral Accounting Firm to act as the Accounting Expert to agree in its engagement letter Expert, then each Party shall select a Neutral Accounting Firm and such firms together shall select the Neutral Accounting Firm to act in accordance with this Section 2.03(d). Each party shall make readily available to as the Accounting Expert all relevant books Expert, and records (ii) if any Party does not select a Neutral Accounting Firm within such party’s control reasonably requested ten (10) days of written demand therefor by the other Party, then the Neutral Accounting Firm selected by the other Party shall act as the Accounting Expert. The Buyer and the Sellers’ Representative shall each present a written summary to the A “Neutral Accounting Expert (which written summary shall also be concurrently provided to the other party) within twenty (20) days Firm” means an independent accounting firm of the appointment of the Accounting Expert detailing such party’s views as to the correct nature and amount of each item remaining in dispute from the Notice of Disagreement (and for the avoidance of doubt, no party may introduce a dispute to the Accounting Expert nationally recognized standing that was is not originally set forth on the Notice of Disagreement). The Accounting Expert shall have the opportunity to present written questions to either party, a copy of which shall be provided to the other party at the same time. There shall time it is to be no ex parte communications between engaged hereunder rendering services to any party (Party, or its representatives), on the one handany Affiliate of either, and has not done so within the Accounting Expert, on the other hand, relating to any disputed matter and unless requested by the Accounting Expert in writing, no party may present any additional information or arguments to the Accounting Expert, either orally or in writing two (other than the written summaries referenced above). The Accounting Expert shall consider only those items and amounts in the Sellers’ Representative’s and the Buyer’s respective calculations that are identified as being items and amounts to which the Sellers’ Representative and the Buyer have been unable to agree. In resolving any disputed item, the Accounting Expert shall select either the position of the Buyer or the Sellers’ Representative as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed. The Accounting Expert shall make a written determination within sixty (60) days of its appointment as to each such disputed item, which determination shall be final and binding on the parties for all purposes hereunder absent manifest mathematical error or manifest disregard for the provisions of this Section 2.03 (and, in the event of such manifest error or disregard, the written determination shall be referred back to the Accounting Expert to correct the same)2)-year period prior thereto. (e) The fees and expenses of the Accounting Expert shall initially be borne fifty percent (50%) by the Buyer and fifty percent (50%) by the Sellers; provided, however, that all such fees and expenses shall ultimately be borne by the Buyer, on the one hand, and the Sellers, on the other, in inverse proportion as they may prevail on the matters resolved by the Accounting Expert, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute as originally set forth in the Notice of Disagreement and shall be calculated by the Accounting Expert.