Common use of Post-Closing Payment Clause in Contracts

Post-Closing Payment. Following the Closing, a payment may be required to be paid by Purchaser to Holdings, or by Holdings to Purchaser, as provided in this Section 2.04. (a) As promptly as reasonably practicable, but no later than 60 days immediately following the Closing Date, Parent shall prepare and deliver to Purchaser a written notice (the “Proposed Post-Closing Payment Notice”) setting forth the determination made by Parent of the proposed Purchase Price and the proposed Post-Closing Payment Amount required as a result of Parent’s determination. Prior to and following delivery of the Proposed Post-Closing Payment Notice, each party shall provide the other party and its respective Representatives with such access to the applicable personnel, books, records, information, materials and data of the Companies, Parent, Holdings, and Purchaser, as applicable, and their respective Affiliates as reasonably requested by each party, for the purposes of allowing the other party to determine, and verify the accuracy of the determination of, the calculations in the Proposed Post-Closing Payment Notice, including, with respect to Purchaser, for the purpose of conducting an audit of the Closing Date Inventory Cost (which may occur prior to receipt of the Parent Proposed Post-Closing Payment Notice). Each party shall cooperate with the other party to assist in their respective review of the Proposed Post-Closing Payment Notice, and, if requested by either party, the other party and its Representatives shall meet in person with the requesting party to discuss the Proposed Post-Closing Payment Notice. (b) The Proposed Post-Closing Payment Notice shall become final and binding upon the parties on the 60th day following delivery thereof unless Purchaser provides written notice of its disagreement (a “Notice of Disagreement”) to Parent prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. (c) If a Notice of Disagreement is received by Parent within the 60-day period referred to in Section 2.04(b), then the Proposed Post-Closing Payment Notice (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date Parent and Purchaser resolve in writing all differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date all disputed matters are finally resolved in writing by the Accounting Firm. During the 14-day period following the timely delivery of a Notice of Disagreement, Parent and Purchaser shall negotiate in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. If there is no resolution as to any matter within such 14-day period, then within five Business Days after the end of such 14-day period, Parent and Purchaser shall submit to the Accounting Firm for arbitration, in accordance with the standards set forth in this

Post-Closing Payment. Following the Closing, a payment may be required to be paid by Purchaser to Holdings, or by Holdings to Purchaser, as provided in this Section 2.04. (a) As promptly as reasonably practicable, but no and in any event not later than 60 sixty (60) days immediately following after the Closing Date, Parent Purchaser shall prepare and deliver to Purchaser the Seller Representative a written notice statement (the “Proposed Post-Closing Payment NoticeAdjustment Amount Statement”) setting forth the determination made by Parent Purchaser’s calculation of the proposed Purchase Price and the proposed Post-Closing Payment Adjustment Amount required as a result of Parent’s determination. Prior to and following delivery of the Proposed Post-Closing Payment Notice, each party shall provide the other party and its respective Representatives with such access to the applicable personnel, books, records, information, materials and data of the Companies, Parent, Holdings, and Purchaser, as applicable, and their respective Affiliates as reasonably requested by each party, for the purposes of allowing the other party to determine, and verify the accuracy of the determination of, the calculations in the Proposed Post-Closing Payment Notice, including, with respect to Purchaser, for the purpose of conducting an audit of the Closing Date Inventory Cost (which may occur prior to receipt and, based thereon, a statement of Purchaser’s calculation of the Parent Proposed Post-Closing Payment Notice)Payment. Each party The Adjustment Amount Statement shall cooperate (i) with respect to the Net Cash Balance calculation and the Net Working Capital Shortfall calculation, be prepared in accordance with U.S. GAAP applied on a basis consistent with the other party to assist in their respective review preparation of the Proposed Post-Closing Payment Notice, and, if requested Financial Statements and (ii) be certified by either party, a financial officer of the other party and its Representatives shall meet in person with the requesting party to discuss the Proposed Post-Closing Payment NoticeCompany. (b) Purchaser shall give, and shall exercise the voting, governance and contractual powers available to it to cause the Company and the Company Subsidiaries to give, the Seller Representative and its representatives reasonable access during normal business hours to such employees, officers, facilities and such books and records of the Company and the Company Subsidiaries, as is reasonably necessary to allow the Seller Representative and its representatives to review the Adjustment Amount Statement. (c) The Proposed Post-Closing Payment Seller Representative may, in good faith, dispute the Adjustment Amount Statement by delivery of written notice thereof (an “Adjustment Notice”) to Purchaser within thirty (30) days following receipt by the Seller Representative of the Adjustment Amount Statement. The Adjustment Notice shall set forth in reasonable detail all items disputed by the Seller Representative, together with the Seller Representative’s proposed changes thereto, including an explanation in reasonable detail of the basis on which the Seller Representative proposes such changes. If (i) by written notice to Purchaser, the Seller Representative accepts the Adjustment Amount Statement or (ii) the Seller Representative fails to deliver an Adjustment Notice within the prescribed thirty (30)-day period (which failure shall result in the Seller Representative and Sellers being deemed to have agreed to the Adjustment Amount Statement delivered by Purchaser), the Adjustment Amount Statement delivered by Purchaser shall become final and binding upon the parties on the 60th day following delivery thereof unless Seller Representative, Sellers and Purchaser provides written notice as of its disagreement (a “Notice the date on which the earlier of Disagreement”) to Parent prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so assertedforegoing events occurs. (cd) If a Notice of Disagreement is received by Parent within the 60-day period referred to in Section 2.04(b)Seller Representative has timely delivered an Adjustment Notice, then Purchaser and the Proposed Seller Representative shall attempt to reach agreement on the matters identified in the Adjustment Notice. If, by the thirtieth (30th) day following Purchaser’s receipt of the Adjustment Notice, Purchaser and the Seller Representative have not agreed in writing to the resolution of the matters identified in the Adjustment Notice, then such matters shall be submitted to an independent accounting firm as may be agreed by the Seller Representative and Purchaser (the “Independent Accountants”) for resolution. Each of Sellers and Purchaser agree that it shall not engage, directly or indirectly, or agree to engage, the Independent Accountants to perform any services other than as the Independent Accountants pursuant hereto until the Adjustment Amount Statement and items thereon have been finally determined pursuant to this Section 2.6(d). Each of the Seller Representative and Purchaser agrees to execute, if requested by the Independent Accountants, a reasonable engagement letter. Purchaser and the Seller Representative shall instruct the Independent Accountants to review this Agreement and the disputed items or amounts for the purpose of calculating the Adjustment Amount and the Post-Closing Payment. In making such calculation, the Independent Accountants shall consider only those items or amounts in the Adjustment Amount Statement and Purchaser’s calculation of the Adjustment Amount and the Post-Closing Payment Notice as to which the Seller Representative has disagreed in the Adjustment Notice. The Independent Accountants shall deliver to Purchaser and the Seller Representative, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Independent Accountants), a report setting forth such calculation and the Adjustment Amount Statement shall be deemed to be amended to reflect the calculation of the Adjustment Amount and the Post-Closing Payment as revised in accordance with this sentence) determined by the Independent Accountants and shall become final and binding upon be deemed the parties “Final Adjustment Amount Statement.” The scope of the disputes to be resolved by the Independent Accountants is limited to whether the amounts set forth on the earlier of (i) line items on the date Parent Adjustment Amount Statement were obtained from and Purchaser resolve in writing all differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date all disputed matters are finally resolved in writing by the Accounting Firm. During the 14-day period following the timely delivery of a Notice of Disagreement, Parent and Purchaser shall negotiate in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. If there is no resolution as to any matter within such 14-day period, then within five Business Days after the end of such 14-day period, Parent and Purchaser shall submit to the Accounting Firm for arbitration, in accordance with the standards books and records of the Company and the Company Subsidiaries and are in accordance with U.S. GAAP applied on a basis consistent with prior periods and in conformity with the principles used by the Company in the preparation of its Financial Statements, and whether there were mathematical errors in the Adjustment Amount Statement, in each case, to the extent related to the unresolved items set forth in thisthe Adjustment Notice, and the Independent Accountants are not to make any other determination. Purchaser shall, and shall exercise the voting, governance and contractual powers available to it to cause the Company and the Company Subsidiaries to, furnish or cause to be furnished to the Independent Accountants access to such employees, officers, and facilities and such books and records relating to the disputed items as the Independent Accountants may reasonably request. The fees and expenses of the Independent Accountants shall be borne fifty percent (50%) by Sellers (allocated among Sellers according to their respective Proportional Shares), on the one hand, and fifty percent (50%) by Purchaser, on the other hand. The Final Adjustment Amount Statement (including the calculation of the Post-Closing Payment thereon) as determined by the Independent Accountants shall be final, non-appealable and binding upon Purchaser, the Seller Representative and Sellers. The Independent Accountants shall act as an expert, not as an arbitrator. (e) If the Post-Closing Payment is a negative amount, then Purchaser shall pay to each Seller an amount in cash equal to such Seller’s Proportional Share of the Post-Closing Payment plus interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the Specified Rate. If the Post-Closing Payment is a positive amount, then Sellers shall collectively pay to Purchaser an amount in cash equal to the Post-Closing Payment (allocated among Sellers according to their respective Proportional Shares) plus interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the Specified Rate. Each payment (if any) required by this Section 2.6(e) shall be made within five (5) Business Days following the date the Post-Closing Payment is deemed to be finally determined pursuant to this Section 2.6. All payments required to be made pursuant to this Section 2.6 shall be made by wire transfer of immediately available funds.

Post-Closing Payment. Following the Closing, a payment may be required to be paid by Purchaser to Holdings, or by Holdings to Purchaser, as provided in this Section 2.04. (a) As promptly as reasonably practicable, but no later than 60 days immediately following after the second anniversary of the Closing Date, Purchaser will cause to be prepared and delivered to Parent a certificate of Purchaser setting forth Purchaser’s calculation of the Post Closing Payment Amount. Within 15 days following the delivery of the certificate, Parent may request that the Accounting Firm audit the calculation of the Post Closing Payment Amount. The Accounting Firm shall prepare and deliver an audit report to Purchaser a written notice (the “Proposed Post-Closing Payment Notice”) setting forth the determination made by and Parent as promptly as practicable but in any event within 45 days of the proposed Purchase Price request for the audit. The cost of such audit shall be borne equally by both Purchaser and Parent; provided, however, that if Parent disputes Purchaser’s calculation of the proposed Post-Post Closing Payment Amount required and delivers a Post Closing Payment Objection Notice to Purchaser pursuant to Section 4.4(b), the cost associated with such audit shall be allocated as a result of Parent’s determination. Prior to set forth in clauses (i) and following delivery (ii) of the Proposed Post-Closing Payment Notice, each party shall provide the other party and its respective Representatives with such access to the applicable personnel, books, records, information, materials and data last sentence of the Companies, Parent, Holdings, and Purchaser, as applicable, and their respective Affiliates as reasonably requested by each party, for the purposes of allowing the other party to determine, and verify the accuracy of the determination of, the calculations in the Proposed Post-Closing Payment Notice, including, with respect to Purchaser, for the purpose of conducting an audit of the Closing Date Inventory Cost (which may occur prior to receipt of the Parent Proposed Post-Closing Payment NoticeSection 4.4(c). Each party shall cooperate with the other party to assist in their respective review of the Proposed Post-Closing Payment Notice, and, if requested by either party, the other party and its Representatives shall meet in person with the requesting party to discuss the Proposed Post-Closing Payment Notice. (b) The Proposed Post-Parent may dispute Purchaser’s calculation of the Post Closing Payment Notice shall become final and binding upon the parties on the 60th day following delivery thereof unless Purchaser provides written Amount by delivering a notice of its disagreement objection (a the “Notice of DisagreementPost Closing Payment Objection Notice”) to Purchaser within (i) 30 days following delivery of the certificate described above in Section 4.4(a) or (ii) if Parent prior requests an audit of the Post Closing Payment Xxxxxx, 00 days following the Accounting Firm’s delivery of the audit report to such datePurchaser and Parent. Any Post Closing Payment Objection Notice of Disagreement delivered pursuant to this Section shall specify in reasonable detail the nature and dollar amount of any disagreement so asserteddisagreement. (c) If a Notice of Disagreement is received by Parent within the 60-day period referred to in Section 2.04(b), then the Proposed Post-Closing Payment Notice (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date Parent and Purchaser resolve in writing all differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date all disputed matters are finally resolved in writing by the Accounting Firm. During the 14-day period 15 days following the timely delivery of a Notice of DisagreementPost Closing Payment Objection Notice, Parent and Purchaser the parties shall negotiate in use good faith faith, commercially reasonable efforts to resolve in writing any differences that they may have with respect to the matters specified in the Notice Post Closing Payment Objection Notice. At the end of Disagreement. If there is no resolution as to any matter within such 1415-day period, then within five Business Days after the end of such 14-day period, Parent and Purchaser parties shall submit to the Accounting Firm for arbitrationreview and resolution of all matters that were included in the Post Closing Payment Objection Notice and remain unresolved notwithstanding efforts undertaken pursuant to this Section 4.4(c), and the Accounting Firm shall make a final determination as to whether the Post Closing Payment Amount requires adjustment. The Accounting Firm shall deliver its determination to Purchaser and Parent as promptly as practicable but in any event within 45 days. Such report shall be final and binding upon Parent and Purchaser, in accordance with the standards absence of manifest error. The cost of such review and report shall be borne (i) by Purchaser, if the Post Closing Payment Amount, as set forth in thisPurchaser’s calculation thereof delivered pursuant to Section 4.4(a), is greater than the Post Closing Payment Amount, or (ii) by Parent, if the Post Closing Payment Amount, as set forth in Purchaser’s calculation thereof delivered pursuant to Section 4.4(a), is equal to or less than the Final Post Closing Payment Amount.

Post-Closing Payment. Following the Closing, a payment may be required to be paid by Purchaser to Holdings, or by Holdings to Purchaser, as provided in this Section 2.04. (a) As promptly as reasonably practicable, but no and in any event not later than 60 sixty (60) days immediately following after the Closing Date, Parent Purchaser shall prepare and deliver to Purchaser the Seller Representatives a written notice statement (the “Proposed Post-Closing Payment NoticeAdjustment Amount Statement”) setting forth the determination made by Parent Purchaser’s calculation of the proposed Purchase Price and the proposed Post-Closing Payment Adjustment Amount required as a result of Parent’s determination. Prior to and following delivery of the Proposed Post-Closing Payment Notice, each party shall provide the other party and its respective Representatives with such access to the applicable personnel, books, records, information, materials and data of the Companies, Parent, Holdings, and Purchaser, as applicable, and their respective Affiliates as reasonably requested by each party, for the purposes of allowing the other party to determine, and verify the accuracy of the determination of, the calculations in the Proposed Post-Closing Payment Notice, including, with respect to Purchaser, for the purpose of conducting an audit of the Closing Date Inventory Cost (which may occur prior to receipt and based thereon, a statement of Purchaser’s calculation of the Parent Proposed Post-Closing Payment Notice)Payment. Each party The Adjustment Amount Statement shall cooperate (i) with respect to the Net Cash calculation and the Net Working Capital Difference calculation, be prepared in accordance with IFRS applied on a basis consistent with the other party to assist in their respective review preparation of the Proposed Post-Closing Payment Notice, and, if requested Financial Statements and in substantially the same form as the reference statement set forth in Schedule 2.6 of the Disclosure Schedules and (ii) be certified by either party, a financial officer of the other party and its Representatives shall meet in person with the requesting party to discuss the Proposed Post-Closing Payment NoticeCompany. (b) Purchaser shall give, and shall exercise the voting, governance and contractual powers available to it to cause the Company and the Company Subsidiaries to give, the Seller Representatives and their representatives reasonable access during normal business hours to such employees, officers, facilities and such books and records of the Company and the Company Subsidiaries, as is reasonably necessary to allow the Seller Representatives and their representatives to review the Adjustment Amount Statement. (c) The Proposed Post-Closing Payment Seller Representatives may, in good faith, dispute the Adjustment Amount Statement by delivery of a joint written notice thereof (an “Adjustment Notice”) to Purchaser within thirty (30) days following receipt by the Seller Representatives of the Adjustment Amount Statement. The Adjustment Notice shall set forth in reasonable detail all items disputed by the Seller Representatives, together with the Seller Representatives’ proposed changes thereto, including an explanation in reasonable detail of the basis on which the Seller Representatives propose such changes. If (i) by written notice to Purchaser, either of the Seller Representatives accepts the Adjustment Amount Statement or (ii) the Seller Representatives fail to jointly deliver an Adjustment Notice within the prescribed thirty (30)-day period (which failure shall result in the Seller Representatives and Sellers being deemed to have agreed to the Adjustment Amount Statement delivered by Purchaser), the Adjustment Amount Statement delivered by Purchaser shall become final and binding on the Seller Representatives, Sellers and Purchaser as of the date on which the earlier of the foregoing events occurs. (d) If the Seller Representatives have timely jointly delivered an Adjustment Notice, then Purchaser and the Seller Representatives shall attempt to reach agreement on the matters identified in the Adjustment Notice. If, by the thirtieth (30th) day following Purchaser’s receipt of the Adjustment Notice, Purchaser and the Seller Representatives have not agreed in writing to the resolution of the matters identified in the Adjustment Notice, then such matters shall be submitted to Ernst & Young or such other independent accounting firm as may be agreed by the Seller Representatives and Purchaser, as the case may be (the “Independent Accountants”) for resolution. For the avoidance of doubt, if Purchaser and both Seller Representatives (and not one only) have agreed in writing to the resolution of the matters identified in the Adjustment Notice, such resolution of the matters identified in the Adjustment Notice shall become final and binding upon the parties on the 60th day following delivery thereof unless Seller Representatives, Sellers and Purchaser provides written notice as of its disagreement (the date on which the foregoing events occurs. Each of Sellers and Purchaser agree that it shall not engage, directly or indirectly, or agree to engage, the Independent Accountants to perform any services other than as the Independent Accountants pursuant hereto until the Adjustment Amount Statement and items thereon have been finally determined pursuant to this Section 2.7(d). Each of the Seller Representatives and Purchaser agrees to execute, if requested by the Independent Accountants, a “Notice reasonable engagement letter. Purchaser and the Seller Representatives shall instruct the Independent Accountants to review this Agreement and the disputed items or amounts for the purpose of Disagreement”) to Parent prior to calculating the Adjustment Amount and the Post-Closing Payment. In making such date. Any Notice calculation, the Independent Accountants shall consider only those items or amounts in the Adjustment Amount Statement and Purchaser’s calculation of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. (c) If a Notice of Disagreement is received by Parent within Adjustment Amount and the 60-day period referred to in Section 2.04(b), then the Proposed Post-Closing Payment Notice as to which the Seller Representatives have disagreed in the Adjustment Notice. The Independent Accountants shall deliver to Purchaser and the Seller Representatives, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Independent Accountants), a report setting forth such calculation and the Adjustment Amount Statement shall be deemed to be amended to reflect the calculation of the Adjustment Amount and the Post-Closing Payment as revised in accordance with this sentence) determined by the Independent Accountants and shall become final and binding upon be deemed the parties “Final Adjustment Amount Statement.” The scope of the disputes to be resolved by the Independent Accountants is limited to whether the amounts set forth on the earlier of (i) line items on the date Parent Adjustment Amount Statement were obtained from and Purchaser resolve in writing all differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date all disputed matters are finally resolved in writing by the Accounting Firm. During the 14-day period following the timely delivery of a Notice of Disagreement, Parent and Purchaser shall negotiate in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. If there is no resolution as to any matter within such 14-day period, then within five Business Days after the end of such 14-day period, Parent and Purchaser shall submit to the Accounting Firm for arbitration, in accordance with the standards books and records of the Company and the Company Subsidiaries and are in accordance with IFRS applied on a basis consistent with prior periods and in conformity with the principles used by the Company in the preparation of its Financial Statements, and whether there were mathematical errors in the Adjustment Amount Statement, in each case, to the extent related to the unresolved items set forth in thisthe Adjustment Notice, and the Independent Accountants are not to make any other determination. Purchaser shall, and shall exercise the voting, governance and contractual powers available to it to cause the Company and the Company Subsidiaries to, furnish or cause to be furnished to the Independent Accountants access to such employees, officers, and facilities and such books and records relating to the disputed items as the Independent Accountants may reasonably request. The fees and expenses of the Independent Accountants shall be borne fifty percent (50%) by Sellers (allocated among Sellers according to their respective Proportional Shares), on the one hand, and fifty percent (50%) by Purchaser, on the other hand. The Final Adjustment Amount Statement (including the calculation of the Post-Closing Payment thereon) as determined by the Independent Accountants shall be final, non-appealable and binding upon Purchaser, the Seller Representatives and Sellers. The Independent Accountants shall act as an expert, not as an arbitrator. (e) If the Post-Closing Payment is a negative amount, then Purchaser shall pay to each Seller an amount in cash equal to such Seller’s Proportional Share of the Post-Closing Payment plus interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the Specified Rate. If the Post-Closing Payment is a positive amount, then Sellers shall collectively pay to Purchaser an amount in cash equal to the Post-Closing Payment (allocated among Sellers according to their respective Proportional Shares) plus interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the Specified Rate. Each payment (if any) required by this Section 2.7(e) shall be made within five (5) Business Days following the date the Post-Closing Payment is deemed to be finally determined pursuant to this Section 2.7. All payments required to be made pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds to, in the case of payment made by Purchaser, the Seller Designated Accounts or, in the case of payments made by Sellers, an account to be designated in writing by Purchaser.

Post-Closing Payment. Following the Closing, a payment may be required to be paid by Purchaser to Holdings, or by Holdings to Purchaser, as provided in this Section 2.04. (a) As promptly as reasonably practicable, but no and in any event not later than 60 ninety (90) days immediately following after the Closing Date, Parent Purchasers shall prepare and deliver to Purchaser Sellers a written notice statement (the “Proposed Post-Closing Payment NoticeAdjustment Amount Statement”) setting forth the determination made by Parent in reasonable detail Purchasers’ calculation of the proposed Purchase Price Adjustment Amount as of the Closing Date, as derived from Purchasers’ review of the financial information and other books and records of the proposed Acquired Companies and, based thereon, a statement of Purchasers’ calculation of the Post-Closing Payment Amount required as a result of Parent’s determination. Prior to and following delivery of the Proposed Post-Closing Payment Notice, each party shall provide the other party and its respective Representatives with such access to the applicable personnel, books, records, information, materials and data of the Companies, Parent, Holdings, and Purchaser, as applicable, and their respective Affiliates as reasonably requested by each party, for the purposes of allowing the other party to determine, and verify the accuracy of the determination of, the calculations in the Proposed Post-Closing Payment Notice, including, with respect to Purchaser, for the purpose of conducting an audit of the Closing Date Inventory Cost (which may occur prior to receipt of the Parent Proposed Post-Closing Payment Notice). Each party shall cooperate with the other party to assist in their respective review of the Proposed Post-Closing Payment Notice, and, if requested by either party, the other party and its Representatives shall meet in person with the requesting party to discuss the Proposed Post-Closing Payment NoticePayment. (b) Purchasers and the Companies shall cooperate and provide Sellers and their respective Representatives reasonable access to Purchasers’ and the Acquired Companies’ respective employees, officers and facilities and Purchasers’ and the Acquired Companies’ respective books and records during normal business hours as is reasonably necessary to allow Sellers and their respective Representatives to review the Adjustment Amount Statement. (c) Sellers may, in good faith, reasonably dispute the Adjustment Amount Statement by delivery of written notice thereof (a “Dispute Notice”) to Purchasers within sixty (60) days following receipt by Sellers of the Adjustment Amount Statement. The Proposed PostDispute Notice shall set forth in reasonable detail all items disputed by Sellers, together with Sellers’ proposed changes thereto, including an explanation in reasonable detail of the basis on which Sellers propose such changes. If (i) by written notice to Purchasers, Sellers accept the Adjustment Amount Statement or (ii) Sellers fail to deliver a Dispute Notice within the prescribed sixty-Closing Payment Notice day (60-day) period (which failure shall result in Sellers being deemed to have agreed to the Adjustment Amount Statement delivered by Purchasers), the Adjustment Amount Statement delivered by Purchasers, and the Adjustment Amount reflected therein, shall become final and binding upon on Sellers and Purchasers as of the parties date on which the 60th day following delivery thereof unless Purchaser provides written notice earlier of its disagreement (the foregoing events occurs. In the event of a “Notice dispute, the undisputed portion, if any, of Disagreement”) to Parent prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. (c) If a Notice of Disagreement is received by Parent within the 60-day period referred to in Section 2.04(b), then the Proposed Post-Closing Payment Notice shall be paid in accordance with Section 1.6(e) within five (as revised 5) Business Days following the date on which the amount of such undisputed portion was determined in accordance with this sentenceSection 1.6(c). (d) If Sellers have timely delivered a Dispute Notice, then Purchasers and Sellers shall become use Reasonable Best Efforts to reach agreement on the matters identified in the Dispute Notice. If, by the thirtieth (30th) day following Purchasers’ receipt of the Dispute Notice, Purchasers and Sellers have not agreed in writing to the resolution of any of the matters identified in the Dispute Notice, then such unresolved matters shall be submitted to the Independent Accountants to resolve such matters specified in the Dispute Notice that remain in dispute in accordance with the procedures set forth in this Section 1.6(d). Purchasers and Sellers shall instruct the Independent Accountants to prepare and deliver a revised Adjustment Amount Statement (including the calculation of the Post-Closing Payment) to Purchasers and Sellers within thirty (30) days (or such longer period as may be reasonably required by the Independent Accountants) of the referral of such dispute to the Independent Accountants, taking into account all items not in dispute between Purchasers and Sellers (to be included in the revised Adjustment Amount Statement in the amounts agreed by Purchasers and Sellers) and those unresolved items requested by Purchasers and Sellers to be resolved by the Independent Accountants. Purchasers and Sellers shall furnish or cause to be furnished to the Independent Accountants access to such employees, officers, and facilities and such books and records relating to the disputed items as the Independent Accountants may reasonably request. The fees and expenses of the Independent Accountants shall be borne fifty percent (50%) by Sellers, on the one hand, and fifty percent (50%) by Purchasers, on the other hand. The revised Adjustment Amount Statement (including the calculation of the Adjustment Amount and the Post-Closing Payment reflected therein) delivered by the Independent Accountants shall be final and binding upon the parties on the earlier of Purchasers and Sellers; provided, however, that in no event shall (i) Purchasers be obligated to make any payment to Sellers under Section 1.6(e) in excess of the date Parent and Purchaser resolve in writing all differences they amount that would have with respect to been payable using Purchasers’ calculation of the matters specified Post-Closing Payment as set forth in the Adjustment Amount Statement delivered by Purchasers, but taking into account the changes proposed by Sellers set forth in the Dispute Notice of Disagreement and or (ii) Sellers be obligated to make any payment to Purchasers under Section 1.6(e) in excess of the date all disputed matters are finally resolved amount that would have been payable using Purchasers’ calculation of the Post-Closing Payment as set forth in writing the Adjustment Amount Statement delivered by Purchasers. The Independent Accountants shall act as an expert, not as an arbitrator. (e) If the Post-Closing Payment is a negative amount, then Purchasers shall pay to each Seller its Allocable Portion of the Post-Closing Payment, reduced by the Accounting Firm. During the 14-day period following the timely delivery of a Notice of Disagreementapplicable withholding Taxes determined in accordance with Section 1.5(b); provided, Parent however, that Purchasers and Purchaser Sellers shall negotiate cooperate in good faith to resolve in writing any differences that they may have with respect mitigate to the matters specified extent possible any such withholding Taxes; provided, further, that if such Post-Closing Payment implies a reduction of the Purchase Price subject to Peruvian Taxes, Purchasers will reasonably cooperate with Sellers in the Notice order for Sellers to obtain a refund of Disagreementany excess Peruvian Taxes paid or withheld. If there the Post-Closing Payment is no resolution as to any matter within such 14-day perioda positive amount, then within five Business Days after each Seller shall pay to Purchasers the end of such 14Post-day periodClosing Payment, Parent and Purchaser shall submit to reduced by the Accounting Firm for arbitration, applicable withholding Taxes determined in accordance with Section 1.5(b); provided, however, that Purchasers and Sellers shall cooperate in good faith to mitigate to the standards set forth extent possible any such withholding Taxes. The Parties shall remit any Taxes withheld from any Post-Closing Payment and provide evidence thereof in thisaccordance with Section 1.5(b). Each payment (if any) required by this Section 1.6(e) shall be made within five (5) Business Days following the date the Post-Closing Payment is deemed to be finally determined pursuant to this Section 1.6, except to the extent any payment in respect of undisputed amounts has been paid pursuant to Section 1.6(c). All payments required to be made pursuant to this Section 1.6 shall be made by wire transfer of immediately available funds to the bank account or accounts designated by the Party or Parties receiving such payment at least five (5) Business Days prior to the date such payment is due; provided, however, that if the Post-Closing Payment is a negative amount and the Tax Basis Certificates have not been obtained at least five (5) Business Days prior to the date such payment is due (such that they are valid), Purchasers shall pay such Post-Closing Payment into the Basis Certificate Escrow Account. (f) Purchasers and Sellers agree to treat, and to cause their respective Affiliates to treat, for all Tax purposes, any payment made under this Section 1.6, to the maximum extent permitted by applicable Law, as an adjustment to the Purchase Price.

Post-Closing Payment. Following To the Closing, a payment may be required extent Seller has fully satisfied the conditions to be paid by Purchaser to Holdings, or by Holdings to Purchaser, all of the “Post-Closing Payment” (as provided in this Section 2.04. defined below) within the thirty (a30) As promptly as reasonably practicable, but no later than 60 days day period immediately following Closing (the “Post-Closing DatePayment Period”), Parent shall prepare and deliver to Purchaser a Seller will provide Purchase with one written notice (the “Proposed Post-Closing Payment Notice”) setting forth such satisfaction, accompanied by any documentation to be delivered to Purchaser pursuant to this subparagraph 3.4(b). The Post-Closing Notice must be received by Purchaser within the determination made thirty (30) day period immediately following Closing. If Purchaser is satisfied that the Post-Closing Notice will fulfill the Post- Closing Payment conditions set forth below, Purchase will pay to Seller by Parent of wire transfer the proposed Purchase Price and the proposed Post-Closing Payment Amount required as a result within ten (10) days of Parent’s determinationreceipt of Post-Closing Notice. Prior to and following delivery The amount of the Proposed Post-Closing Payment Noticeto be paid to Seller under this Agreement will be One Million U.S. Dollars ($1,000,000). If Seller has not, each party shall provide the other party and its respective Representatives with such access prior to the applicable personnel, books, records, information, materials and data end of the Companies, Parent, Holdings, and Purchaser, as applicable, and their respective Affiliates as reasonably requested by each party, for the purposes of allowing the other party to determine, and verify the accuracy of the determination of, the calculations in the Proposed Post-Closing Payment NoticePeriod, including, with respect to Purchaser, for the purpose of conducting an audit fully satisfied all of the Closing Date Inventory Cost (which may occur prior conditions to receipt payment of the Parent Proposed Post-Closing Payment Noticeas further set forth in paragraphs 3.4(b)(i) through (ii), Seller will have no right to receive, and Purchaser will have no obligations to pay any portion of the Post-Closing Payment. Each For purposes of the limitation of liability of each party shall cooperate as set forth in paragraph 8.1, the “purchase price” will equal the total of the amount set forth in paragraph 3.4(a) together with the other party amount of Post-Closing Payments (if any) paid to assist Seller. The “Post-Closing Payment” and the corresponding conditions to Purchaser’s obligation to make such Post-Closing Payments are as following: (i) Seller confirms that it has not received any correspondence from *** or from *** pursuant to the termination letter dated ***, such that the License Agreement between *** and Irvine Sensors Corporation *** is terminated. * Confidential treatment requested pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. In accordance with Rule 24b-2, these confidential portions have been omitted from this exhibit and filed separately with the Securities and Exchange Commission. (ii) Seller shall use best efforts to obtain from *** proper agreements from *** and ***, and ***, in their respective review a form acceptable to Purchaser, either terminating the sublicense agreements or amending each sublicenses so that it is non-exclusive, nonsublicensable and nontransferable. The obligations set forth in this subsection (ii) shall continue until such time as the sublicense agreements are terminated or amended as set forth therein. Purchaser payment of the Proposed Post-Closing Payment Notice, and, if requested by either party, the other party and its Representatives shall meet in person with the requesting party to discuss the Proposed Post-Closing Payment Noticenot relieve Seller of these obligations. (b) The Proposed Post-Closing Payment Notice shall become final and binding upon the parties on the 60th day following delivery thereof unless Purchaser provides written notice of its disagreement (a “Notice of Disagreement”) to Parent prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. (c) If a Notice of Disagreement is received by Parent within the 60-day period referred to in Section 2.04(b), then the Proposed Post-Closing Payment Notice (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date Parent and Purchaser resolve in writing all differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date all disputed matters are finally resolved in writing by the Accounting Firm. During the 14-day period following the timely delivery of a Notice of Disagreement, Parent and Purchaser shall negotiate in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. If there is no resolution as to any matter within such 14-day period, then within five Business Days after the end of such 14-day period, Parent and Purchaser shall submit to the Accounting Firm for arbitration, in accordance with the standards set forth in this

Post-Closing Payment. Following the Closing, a payment may be required (i) Seller shall cause to be paid by Purchaser prepared and, no later than sixty (60) days after the Effective Date, delivered to HoldingsBuyer a statement setting forth Seller’s calculation of the Closing Accounts Receivable, or by Holdings to Purchaserthe Closing Inventory Amount and the Closing Accounts Payable (the “Initial Calculation”), together with appropriate supporting information. For illustration purposes only, set forth as provided Exhibit F is a sample working capital schedule showing the amounts of Accounts Receivable, Inventory and Transferred Accounts Payable as of May 31, 2020 (the “Sample Working Capital Schedule”), and the Initial Calculation shall be prepared in this Section 2.04accordance with the Accounting Principles and shall be consistent with the Sample Working Capital Schedule. (aii) As promptly as reasonably practicable, but no later than 60 days immediately following From and after the Closing Effective Date, Parent Seller shall, and shall prepare cause its Affiliates to, on reasonable prior notice to Seller and subject to the execution of customary work paper access letters if requested by accountants of Seller, (A) provide Buyer and its representatives with reasonable access during normal business hours to the facilities, Records and work papers of the Business and (B) cooperate with and assist Buyer and its representatives in connection with the review of such materials, including by making available their employees, accountants and other personnel to the extent reasonably requested, in each case in connection with Buyer’s review of the Initial Calculation; provided, that, in the event that Seller does not provide such access or cooperation reasonably requested by Buyer or any of its representatives within two (2) Business Days of any request therefor (or, such shorter period as may remain in the Review Period), the Review Period will be extended by one (1) Business Day for each additional day required for Seller to fully respond to such request. (iii) Within thirty (30) days after receipt by Buyer of the Initial Calculation (the “Review Period”), Buyer may deliver to Purchaser Seller a written notice (the “Proposed Post-Closing Payment Calculation Notice”) either (i) advising Seller that Buyer agrees with and accepts the Initial Calculation or (ii) setting forth the determination made by Parent an explanation in reasonable detail of the proposed Purchase Price and the proposed Post-Closing Payment Amount required as a result of Parent’s determination. Prior to and following delivery of the Proposed Post-Closing Payment Notice, each party shall provide the other party and its respective Representatives with such access to the applicable personnel, books, records, information, materials and data of the Companies, Parent, Holdings, and Purchaser, as applicable, and their respective Affiliates as reasonably requested by each party, for the purposes of allowing the other party to determine, and verify the accuracy of the determination of, the calculations those items in the Proposed Post-Closing Payment Notice, including, with respect to Purchaser, for Initial Calculation that Buyer disputes and of what Buyer believes is the purpose of conducting an audit correct calculation of the Closing Date Accounts Receivable, the Closing Inventory Cost Amount and the Closing Accounts Payable (which may occur prior a “Disputed Calculation”). If Buyer does not submit a Calculation Notice within the Review Period, then the Initial Calculation shall become final and shall not be subject to further review, challenge or adjustment. If Seller shall concur with the Calculation Notice, or if Seller shall not object to the Calculation Notice in a writing received by Buyer within thirty (30) days after Seller’s receipt of the Parent Proposed Post-Closing Payment Calculation Notice). Each party shall cooperate with , the other party to assist in their respective review calculation of the Proposed Post-Closing Payment Notice, and, if requested by either partyAccounts Receivable, the other party Closing Inventory Amount and its Representatives shall meet the Closing Accounts Payable set forth in person with the requesting party to discuss the Proposed Post-Closing Payment Notice. (b) The Proposed Post-Closing Payment Calculation Notice shall become final and binding upon the parties on the 60th day following delivery thereof unless Purchaser provides written notice of its disagreement (a “Notice of Disagreement”) shall not be subject to Parent prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so assertedfurther review, challenge or adjustment. (civ) If Buyer has submitted a Notice Calculation Notice, but Seller and Buyer are unable to resolve any disputes regarding the Closing Accounts Receivable, the Closing Inventory Amount and/or the Closing Accounts Payable within twenty (20) days after the date of Disagreement is received by Parent within objection to the 60-day period Calculation Notice, such dispute shall be referred to BDO USA LLP to resolve the amount of the Closing Accounts Receivable, the Closing Inventory Amount and/or the Closing Accounts Payable that is in Section 2.04(bdispute, or if BDO USA LLP is unwilling or unable (due to a conflict or otherwise) to serve, such other recognized firm of independent financial experts selected by mutual agreement of Buyer and Seller (the “Financial Expert”), then and the Proposed Post-Closing Payment Notice (as revised determination of the Financial Expert, which shall be in accordance with this sentence) writing, shall become be final and binding upon on the parties on and shall not be subject to further review, challenge or adjustment absent manifest error. Buyer and Seller shall, promptly (but in any event within ten (10) Business Days) following the earlier formal engagement of the Financial Expert, provide the Financial Expert (icopying the other upon submission) with a written presentation setting forth its calculations of and assertions regarding the date Parent Disputed Calculation and Purchaser resolve in writing all differences they have with respect shall allow the Financial Expert to conduct an independent analysis and audit of the matters specified in the Notice of Disagreement and (ii) the date all disputed matters are finally resolved in writing by Disputed Calculation using the Accounting FirmPrinciples and the Sample Working Capital Schedule. During The Financial Expert shall determine the 14-day period following Closing Accounts Receivable, the timely delivery of a Notice of Disagreement, Parent Closing Inventory Amount and Purchaser shall negotiate in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. If there is no resolution as to any matter within such 14-day period, then within five Business Days after the end of such 14-day period, Parent and Purchaser shall submit to the Accounting Firm for arbitration, Closing Accounts Payable in accordance with the Accounting Principles and the standards set forth described in thisthis Section 2.5(c), acting as an expert and not an arbitrator. The Financial Expert shall be instructed by Buyer and Seller to use its best efforts to reach such determination not more than thirty (30) days after such referral. Nothing herein shall be construed to authorize or permit the Financial Expert to resolve any specific item in dispute by making an adjustment that is outside the range for such specific item as defined in the Initial Calculation and the Disputed Calculation. Buyer and Seller shall each pay its own costs and expenses incurred in connection with this Section 2.5(c); provided, however, that the fees and expenses of the Financial Expert shall be borne by Seller, on the one hand, and Buyer, on the other hand, in proportion to the dollar value of the item(s) subject to the dispute determined in favor of the other party.

Post-Closing Payment. Following the Closing, a payment may be required to be paid by Purchaser to HoldingsParent, or by Holdings Parent to Purchaser, as provided in this Section 2.04. (a) As promptly as reasonably practicable, but no later than 60 Within 90 days immediately following the Closing Date, Purchaser shall review the Company’s books to determine the Closing Date Net Equity (the “Post-Closing Review”). Parent shall prepare cooperate with Purchaser after the Closing Date in furnishing information, documents, evidence and deliver other assistance to Purchaser to facilitate the completion of the Post-Closing Review within the aforementioned time period. Within 5 Business Days following the end of the 90-day period referred to above, Purchaser shall deliver a written notice (the “Proposed Post-Closing Payment Financial Adjustment Notice”) to Parent setting forth (x) the determination made by Parent Purchaser of the proposed Purchase Price Closing Date Net Equity, and (y) the proposed Post-Closing Payment Amount that would be required as a result of ParentPurchaser’s determination. Prior to and following delivery of the Proposed Post-Closing Payment Notice, each party shall provide the other party and its respective Representatives with such access to the applicable personnel, books, records, information, materials and data of the Companies, Parent, Holdings, and Purchaser, as applicable, and their respective Affiliates as reasonably requested by each party, for the purposes of allowing the other party to determine, and verify the accuracy of the determination of, the calculations in the Proposed Post-Closing Payment Notice, including, with respect to Purchaser, for the purpose of conducting an audit of the Closing Date Inventory Cost (which may occur prior to receipt of the Parent Proposed Post-Closing Payment Notice). Each party Purchaser shall cooperate with the other party Parent to assist in their respective Parent’s review of the Proposed Post-Closing Payment Notice, Financial Adjustment Notice and, if requested by either partyParent, the other party Purchaser and its Representatives shall meet in person with the requesting party Parent to discuss the Proposed Post-Closing Payment Financial Adjustment Notice. (b) The Proposed Post-Closing Payment Financial Adjustment Notice shall become final and binding upon the parties on the 60th 30th day following delivery thereof (except as further adjusted pursuant to Section 2.04(c) below, the “Final Financial Adjustment Notice”), unless Purchaser Parent provides written notice of its disagreement with the Proposed Financial Adjustment Notice (a “Notice of Disagreement”) to Parent Purchaser prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so assertedasserted (or identify additional information reasonably required by Parent from Purchaser to evaluate the determination made by Purchaser in the Proposed Financial Adjustment Notice). If a Notice of Disagreement is not timely delivered, and the Closing Date Net Equity is greater than the Closing Date Net Equity Target, then Purchaser shall promptly, in any event within 3 Business Days of the expiration of the aforementioned 30-day period, deliver to Parent cash in immediately available funds in the amount of the Post-Closing Payment Amount. The cash payment required to be made by Purchaser to Parent in accordance with the preceding sentence or, if applicable, the first sentence of Section 2.04(d), is referred to herein as the “Post-Closing Payment”. If a Notice of Disagreement is not timely delivered and the Closing Date Net Equity is less than the Closing Date Net Equity Target, then Parent shall promptly, and in any event within 3 Business Days of the expiration of such 30-day period, deliver to Purchaser cash in immediately available funds in an amount equal to the Post-Closing Payment Amount. (c) If a Notice of Disagreement is received by Parent within the 60-day period referred to Purchaser in Section 2.04(b)a timely manner, then the Proposed Post-Closing Payment Financial Adjustment Notice (as revised in accordance with this sentence) shall become final and binding upon the parties Parent and Purchaser on the earlier of (i) the date Parent and Purchaser resolve in writing all any differences they have with respect to the matters specified in the Notice of Disagreement Disagreement, and (ii) the date all any disputed matters are finally resolved in writing by the Accounting Firm. During the 14-day period following the timely - 11 - delivery of a Notice of Disagreement, Parent and Purchaser shall negotiate seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. If there is no resolution as to any matter within such 14-day period, then within five Within 5 Business Days after the end of such 14-day period, Parent and Purchaser shall submit to an independent accounting firm (the “Accounting Firm Firm”) for arbitration, in accordance with the standards set forth in thisthis Section 2.04, only matters that remain in dispute and were properly included in the Notice of Disagreement in accordance with this Section 2.04, in the form of a written brief (an “Arbitration Submission”). The Accounting Firm shall be Deloitte & Touche USA LLP, or if such firm is unable or unwilling to act, such other nationally-recognized independent public accounting firm as shall be agreed upon by Parent and Purchaser in writing. If an Arbitration Submission is not timely delivered by a party, then the matters in dispute shall be resolved against such party. Parent and Purchaser shall use reasonable efforts to cause the Accounting Firm to render a written decision resolving the matters submitted to the Accounting Firm within 30 days of the receipt of the Arbitration Submissions. The Accounting Firm’s decision shall be based solely on the Arbitration Submissions submitted by Parent and Purchaser and their respective Representatives and not by independent review. The Accounting Firm shall address only those items in dispute and may not assign a value greater than the greatest value for such item claimed by either party or smaller than the smallest value for such item claimed by either party. The resolution of disputed items by the Accounting Firm shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction thereover against Parent or Purchaser, as applicable. The costs and expenses of the Accounting Firm shall be allocated equally between Purchaser and Parent. The Proposed Financial Adjustment Notice, as revised by the Accounting Firm’s resolution of any disputed items, shall be the Final Financial Adjustment Notice. (d) If the Final Financial Adjustment Notice (as revised in accordance with Section 2.04(c) above) results in the Closing Date Net Equity being greater than the Closing Date Net Equity Target, then Purchaser shall promptly, and in any event within 3 Business Days of such Final Financial Adjustment Notice becoming final, deliver to Parent cash in immediately available funds in the amount of the Post-Closing Payment Amount. If the Final Financial Adjustment Notice (as revised in accordance with Section 2.04(c) above) results in the Closing Date Net Equity being less than the Closing Date Net Equity Target, then Parent shall promptly, and in any event within 3 Business Days of such Final Financial Adjustment Notice becoming final, deliver to Purchaser cash in immediately available funds in an amount equal to the Post-Closing Payment Amount.

Post-Closing Payment. Following the Closing, a payment may be required to be paid by Purchaser to Holdings, or by Holdings to Purchaser, as provided in this Section 2.04. (a) As promptly as reasonably practicable, but no and in any event not later than 60 ninety (90) days immediately following after the Closing Date, Parent Purchaser shall prepare and deliver to Purchaser Seller a written notice statement (the “Proposed Post-Closing Payment NoticeAdjustment Amount Statement”) setting forth in reasonable detail the determination made by Parent Purchaser’s calculation of the proposed Purchase Price Adjustment Amount as of the Deemed Closing Time, as derived from the Purchaser’s review of the financial information and other books and records of the proposed Acquired Companies and, based thereon, a statement of the Purchaser’s calculation of the Post-Closing Payment Amount required as a result of Parent’s determination. Prior to and following delivery of the Proposed Post-Closing Payment Notice, each party shall provide the other party and its respective Representatives with such access to the applicable personnel, books, records, information, materials and data of the Companies, Parent, Holdings, and Purchaser, as applicable, and their respective Affiliates as reasonably requested by each party, for the purposes of allowing the other party to determine, and verify the accuracy of the determination of, the calculations in the Proposed Post-Closing Payment Notice, including, with respect to Purchaser, for the purpose of conducting an audit of the Closing Date Inventory Cost (which may occur prior to receipt of the Parent Proposed Post-Closing Payment Notice). Each party shall cooperate with the other party to assist in their respective review of the Proposed Post-Closing Payment Notice, and, if requested by either party, the other party and its Representatives shall meet in person with the requesting party to discuss the Proposed Post-Closing Payment NoticePayment. (b) Purchaser agrees to give Seller and its Representatives access to such employees, officers and facilities and such books and records (including the work papers of the Company’s auditors, subject to Seller signing a customary agreement relating to access to such work papers in form and substance reasonably acceptable to such auditors) of Purchaser and the Acquired Companies during normal business hours, as is reasonably necessary to allow Seller and its Representatives to review the Adjustment Amount Statement. (c) Seller may, in good faith, dispute the Adjustment Amount Statement by delivery of written notice thereof (a “Dispute Notice”) to Purchaser within sixty (60) days following receipt by Seller of the Adjustment Amount Statement. The Proposed PostDispute Notice shall set forth in reasonable detail all items disputed by Seller, together with Seller’s proposed changes thereto, including an explanation in reasonable detail of the basis on which Seller proposes such changes. If (i) by written notice to Purchaser, Seller accepts the Adjustment Amount Statement or (ii) Seller fails to deliver a Dispute Notice within the prescribed sixty-Closing Payment Notice day (60-day) period (which failure shall result in Seller being deemed to have agreed to the Adjustment Amount Statement delivered by Purchaser), the Adjustment Amount Statement delivered by Purchaser, and the Adjustment Amount . 4 reflected therein, shall become final and binding upon on Seller and Purchaser as of the parties date on which the 60th day following delivery thereof unless Purchaser provides written notice earlier of its disagreement (a “Notice of Disagreement”) to Parent prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so assertedforegoing events occurs. (cd) If Seller has timely delivered a Notice of Disagreement is received by Parent within the 60-day period referred to in Section 2.04(b)Dispute Notice, then Purchaser and Seller shall use commercially reasonable efforts to reach agreement on the Proposed matters identified in the Dispute Notice. If, by the thirtieth (30th) day following Purchaser’s receipt of the Dispute Notice, Purchaser and Seller have not agreed in writing to the resolution of any of the matters identified in the Dispute Notice, then such unresolved matters shall be submitted to the Independent Accountants for resolution. Purchaser and Seller shall instruct the Independent Accountants to prepare and deliver a revised Adjustment Amount Statement (including the calculation of the Post-Closing Payment) to Purchaser and Seller within thirty (30) days of the referral of such dispute to the Independent Accountants, taking into account all items not in dispute between Purchaser and Seller (to be included in the revised Adjustment Amount Statement in the amounts agreed by Purchaser and Seller) and those unresolved items requested by Purchaser and Seller to be resolved by the Independent Accountants. Purchaser and the Company shall furnish or cause to be furnished to the Independent Accountants access to such employees, officers, and facilities and such books and records (including the work papers of the Company’s auditors, subject to Seller signing a customary agreement relating to access to such work papers in form and substance reasonably acceptable to such auditors) relating to the disputed items as the Independent Accountants may reasonably request. The fees and expenses of the Independent Accountants shall be borne fifty percent (50%) by Seller, on the one hand, and fifty percent (50%) by Purchaser, on the other hand. The revised Adjustment Amount Statement (including the calculation of the Adjustment Amount and the Post-Closing Payment Notice (as revised in accordance with this sentencereflected therein) delivered by the Independent Accountants shall become be final and binding upon the parties on the earlier of Purchaser and Seller; provided, however, that in no event shall (i) Purchaser be obligated to make any payment to Seller under Section 1.6(e) in excess of the date Parent and Purchaser resolve in writing all differences they amount that would have with respect to been payable using Purchaser’s calculation of the matters specified Post-Closing Payment as set forth in the Adjustment Amount Statement delivered by Purchaser, but taking into account the changes proposed by Seller set forth in the Dispute Notice of Disagreement and or (ii) Seller be obligated to make any payment to Purchaser under Section 1.6(e) in excess of the date all disputed matters are finally resolved in writing by amount that would have been payable using Purchaser’s calculation of the Accounting Firm. During the 14Post-day period following the timely delivery of a Notice of Disagreement, Parent and Purchaser shall negotiate in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. If there is no resolution Closing Payment as to any matter within such 14-day period, then within five Business Days after the end of such 14-day period, Parent and Purchaser shall submit to the Accounting Firm for arbitration, in accordance with the standards set forth in thisthe Adjustment Amount Statement delivered by Purchaser. The Independent Accountants shall act as an expert, not as an arbitrator. (e) If the Post-Closing Payment is a negative amount, then Purchaser shall pay to Seller an amount equal to the Post-Closing Payment. If the Post-Closing Payment is a positive amount, then Seller shall pay to Purchaser an amount equal to the Post-Closing Payment. Each payment (if any) required by this Section 1.6(e) shall be made within ten (10) Business Days following the date the Post-Closing Payment is deemed to be finally determined pursuant to this Section 1.6, except to the extent any payment in respect of undisputed amounts has been paid pursuant to Section 1.6(c). All payments required to be made pursuant to this Section 1.6 shall be . 5 made by wire transfer of immediately available funds to the bank account or accounts designated by the Party receiving such payment. (f) Purchaser and Seller agree to treat, and to cause their respective Affiliates to treat, for all Tax purposes, any payment made under this Section 1.6, to the maximum extent permitted by applicable Law, as an adjustment to the Purchase Price.

Post-Closing Payment. Following the Closing, a payment may be required to be paid by Purchaser to Holdings, or by Holdings to Purchaser, as provided in this Section 2.04. (a) As promptly as reasonably practicable, but no and in any event not later than 60 sixty (60) days immediately after the Closing Date, Buyer shall prepare and deliver to Sellers a written statement (the “Working Capital Statement”) substantially in the form attached hereto as Exhibit A, setting forth Buyer’s calculation of the Working Capital as of the Closing Date, as derived from Buyer’s review of the financial and other books and records of the Company and its consolidated Subsidiaries and, based thereon, a statement of Buyer’s good faith calculation of an amount (positive or negative) equal to (i) the Working Capital Paid at Closing, less (ii) the actual Working Capital (the “Post-Closing Payment”). (b) Buyer agrees to give Sellers and their Representatives full access to such employees, officers, outside accountants, facilities, books, records, work papers, historical financial information and other materials of Buyer, the Company and its Subsidiaries, as Sellers and their Representatives may request in connection with their review of the Working Capital Statement. (c) Sellers may, in good faith, dispute the Working Capital Statement by delivery of written notice thereof (a “Dispute Notice”) to Buyer within sixty (60) days following receipt by Sellers of the Working Capital Statement. The Dispute Notice shall set forth in reasonable detail all items disputed by Sellers, together with Sellers’ proposed changes thereto, including an explanation in reasonable detail of the basis on which Sellers propose such changes. If (i) by written notice to Buyer, Sellers accept the Working Capital Statement or (ii) Sellers fail to deliver a Dispute Notice within the prescribed sixty (60)-day period (which failure shall result in Sellers being deemed to have agreed to the Working Capital Statement delivered by Buyer), the Working Capital Statement delivered by Buyer shall become final and binding on Sellers as of the date on which the earlier of the foregoing events occurs. (d) If Sellers have timely delivered a Dispute Notice, then Buyer and Sellers shall attempt to reach agreement on the matters identified in the Dispute Notice. If, by the thirtieth (30th) day following Buyer’s receipt of the Dispute Notice, Buyer and Sellers have not agreed in writing to the resolution of the matters identified in the Dispute Notice, then such matters shall be submitted to the Independent Accountants for resolution. Buyer and Sellers shall instruct the Independent Accountants to prepare and deliver, within thirty (30) days of such submission, a revised Working Capital Statement (including the calculation of the Post-Closing Payment) taking into account all items not in dispute between Buyer and Sellers and those items requested by Buyer and Sellers to be resolved by the Independent Accountants. Buyer shall furnish or cause to be furnished to the Independent Accountants access to such employees, officers, outside accountants, facilities, books, records, work papers, historical financial information and other materials as the Independent Accountants may request. The fees and expenses of the Independent Accountants shall be borne equally by Sellers and Buyer. The revised Working Capital Statement (including the calculation of the Post-Closing Payment therein) delivered by the Independent Accountants shall be final and binding upon Buyer and Sellers and not be subject to challenge or appeal by either Buyer or Sellers; provided, however, that in no event shall Sellers be obligated to make any payment to Buyer under Section 1.6(e) in excess of the amount that would have been payable using Buyer’s calculation of the Post-Closing Payment as set forth in the Working Capital Statement delivered by Buyer. (e) If the Post-Closing Payment is a negative amount, then Buyer shall (i) pay to Ventures an amount equal to ninety percent (90%) of the Post-Closing Payment and (ii) pay to Holdings an amount equal to ten percent (10%) of the Post-Closing Payment, plus in each case interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the Specified Rate. If the Post-Closing Payment is a positive amount, then (i) Ventures shall pay to Buyer an amount equal to ninety percent (90%) of the Post-Closing Payment and (ii) Holdings shall pay to Buyer an amount equal to ten percent (10%) of the Post-Closing Payment, plus in each case interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the Specified Rate. Each payment (if any) required by this Section 1.6(e) shall be made within five (5) Business Days following the date the Post-Closing Payment is deemed to be finally determined pursuant to this Section 1.6; provided, however, that, following the Closing Date, Parent Buyer shall prepare have the right, upon notice to Sellers, to elect to defer payment of the Excess Working Capital, and deliver Buyer shall pay such Excess Working Capital pursuant to Purchaser a written notice monthly payments of not less than $3,000,000 per month, payable on the tenth (10th) Business day of the “Proposed Post-month, starting with the first full calendar month after the Closing Payment Notice”Date, with the balance of the Excess Working Capital being due and payable on the last Business Day of the sixth (6th) setting forth full calendar month after the determination Closing Date. All payments required to be made pursuant to this Section 1.6 shall be made by Parent wire transfer of the proposed Purchase Price and the proposed Post-Closing Payment Amount required as a result of Parent’s determination. Prior to and following delivery of the Proposed Post-Closing Payment Notice, each party shall provide the other party and its respective Representatives with such access immediately available funds to the applicable personnel, books, records, information, materials and data of the Companies, Parent, Holdings, and Purchaser, as applicable, and their respective Affiliates as reasonably requested by each party, for the purposes of allowing the other party to determine, and verify the accuracy of the determination of, the calculations in the Proposed Post-Closing Payment Notice, including, with respect to Purchaser, for the purpose of conducting an audit of the Closing Date Inventory Cost (which may occur prior to receipt of the Parent Proposed Post-Closing Payment Notice). Each party shall cooperate with the other party to assist in their respective review of the Proposed Post-Closing Payment Notice, and, if requested by either party, the other party and its Representatives shall meet in person with the requesting party to discuss the Proposed Post-Closing Payment Notice. (b) The Proposed Post-Closing Payment Notice shall become final and binding upon the parties on the 60th day following delivery thereof unless Purchaser provides written notice of its disagreement (a “Notice of Disagreement”) to Parent prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. (c) If a Notice of Disagreement is received by Parent within the 60-day period referred to in Section 2.04(b), then the Proposed Post-Closing Payment Notice (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date Parent and Purchaser resolve in writing all differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date all disputed matters are finally resolved in writing bank account or accounts designated by the Accounting Firm. During the 14-day period following the timely delivery of a Notice of Disagreement, Parent and Purchaser shall negotiate in good faith party entitled to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. If there is no resolution as to any matter within receive such 14-day period, then within five Business Days after the end of such 14-day period, Parent and Purchaser shall submit to the Accounting Firm for arbitration, in accordance with the standards set forth in thispayment.

Post-Closing Payment. Following From and after the Closing, in the event that the Representative is entitled to receive (on behalf of the Stockholders) any amounts hereunder or pursuant to the Escrow Agreement (including, without limitation, pursuant to Sections 2.5(d)(i) or 5.27 of this Agreement or Sections 3(b), 3(d) or 3(e)(vii) of the Escrow Agreement) (each such payment, a payment may be required to be paid by Purchaser to Holdings, or by Holdings to Purchaser, as provided in this Section 2.04.“Post-Closing Payment”) the Representative shall: (a) As promptly as reasonably practicable, but no later than 60 days immediately following the Closing Date, Parent shall prepare and deliver to Purchaser a written notice schedule (the “Proposed Post-Closing Payment NoticeSchedule”) setting forth (i) the determination made name of each holder of Converted Equity Securities, and with respect to each such holder, (1) the estimated number of and type of Converted Equity Securities held by Parent of such Person, and (2) the proposed Purchase Price and the proposed aggregate Allocated Post-Closing Payment Amount required as a result of Parent’s determination. Prior to and following delivery of the Proposed Post-Closing Payment Noticewhich such holder is entitled in respect thereof, each party shall provide the other party and its respective Representatives with such access to the applicable personnel, books, records, information, materials and data of the Companies, Parent, Holdings, and Purchaser, as applicable, and their respective Affiliates as reasonably requested by each party, for the purposes of allowing the other party to determine, and verify the accuracy of the determination of, the calculations in the Proposed Post-Closing Payment Notice, including, with respect to Purchaser, for the purpose of conducting an audit of the Closing Date Inventory Cost (which may occur prior to receipt of the Parent Proposed Post-Closing Payment Notice). Each party shall cooperate with the other party to assist in their respective review of the Proposed Post-Closing Payment Notice, and, if requested by either party, the other party and its Representatives shall meet in person with the requesting party to discuss the Proposed Post-Closing Payment Notice. (b) The Proposed Post-Closing Payment Notice shall become final and binding upon the parties on the 60th day following delivery thereof unless Purchaser provides written notice of its disagreement (a “Notice of Disagreement”) to Parent prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. (c) If a Notice of Disagreement is received by Parent within the 60-day period referred to in Section 2.04(b), then the Proposed Post-Closing Payment Notice (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date Parent and Purchaser resolve in writing all differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date all disputed matters are finally resolved Post-Closing Contingent Payment Amount, if any, to which each Contingent Payee is entitled in writing by respect thereof and the Accounting Firmname of each such Contingent Payee. During In addition, the 14Post-day period following the timely delivery of a Notice of DisagreementClosing Payment Schedule shall, Parent and Purchaser shall negotiate in good faith to resolve in writing any differences that they may have with respect to the matters specified Allocated Post-Closing Payment for the Converted Company Options, set forth the amount of Taxes, if any, that will be withheld therefrom; and then (b) distribute (or direct to be distributed) in the Notice respect of Disagreement. If there is no resolution as each Converted Equity Security its applicable Allocated Post-Closing Payment, if any, with respect to such Post-Closing Payment; provided, if any matter within such 14-day period, then within five Business Days after the end portion of such 14Post-day periodClosing Payment is to be made in respect of a Converted Company Option, Parent the Representative shall distribute (or direct to be distributed) such cash to the Company and the Company shall (and Purchaser shall submit cause the Company to) deliver (through its payroll system) to each applicable holder of Converted Company Options the applicable Allocated Post-Closing Payment. In making and directing all allocations and distributions of Post-Closing Payments hereunder, the Representative shall give effect to (and cause to be paid from such proceeds and, as necessary, the Contingent Payment Holdback) any Post-Closing Contingent Payment Amount to the Accounting Firm for arbitration, in accordance with extent required by the standards set forth in thisterms of the Contingent Payment Contracts.

Post-Closing Payment. Following the Closing, a payment may be required to be paid by Purchaser to Holdings, or by Holdings to Purchaser, as provided in this Section 2.04. (a) As promptly as reasonably practicable, but no later than 60 Within 90 days immediately following after the Closing Date, Parent Universal shall, or shall cause the Partnership to, prepare and deliver to Purchaser a written notice Viacom (i) an audited balance sheet as of the Closing Date (the “Proposed Post-"Closing Payment Notice”Balance Sheet") prepared from the books and records of the Partnership, certified by the Partnership's independent auditors, (ii) an audited statement of profit and loss for the then current fiscal year of the Partnership (the "Closing P&L") prepared from the books and records of the Partnership as if the fiscal year of the Partnership had begun on January 1, 1997 and had ended on the Closing Date, certified by the Partnership's independent auditors, and (iii) a statement (the "Closing Statement") setting forth the determination made by Parent Undistributed Current Year Earnings allocable to ECC's account, together with a certificate of the proposed Purchase Price Partnership's independent auditors confirming the earnings and allocations shown thereon. The Closing Balance Sheet and the proposed Post-Closing Payment Amount required as P&L shall be prepared in accordance with generally accepted accounting principles applied on a result of Parent’s determination. Prior to and following delivery basis consistent with the preparation of the Proposed Post-Closing Payment Notice, each party shall provide the other party and its respective Representatives with such access to the applicable personnel, books, records, information, materials and data of the Companies, Parent, Holdings, and Purchaser, as applicable, and their respective Affiliates as reasonably requested by each party, Partnership's audited financial statements for the purposes of allowing the other party to determineyear ended December 31, and verify the accuracy of the determination of, the calculations in the Proposed Post-Closing Payment Notice, including, with respect to Purchaser, for the purpose of conducting an audit of the Closing Date Inventory Cost (which may occur prior to receipt of the Parent Proposed Post-Closing Payment Notice). Each party shall cooperate with the other party to assist in their respective review of the Proposed Post-Closing Payment Notice, and, if requested by either party, the other party and its Representatives shall meet in person with the requesting party to discuss the Proposed Post-Closing Payment Notice1996. (b) During the 30-day period following Viacom's receipt of the Closing Balance Sheet, the Closing P&L and the Closing Statement, Viacom and its independent auditors shall be permitted to review the working papers of the Partnership's independent auditors relating to the Closing Balance Sheet, the Closing P&L and the Closing Statement. The Proposed Post-Closing Payment Notice Statement shall become final and binding upon the parties on the 60th 30th day following delivery thereof Viacom's receipt thereof, unless Purchaser provides Viacom gives written notice of its disagreement with the Closing Statement (a “"Notice of Disagreement”") to Parent Universal prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. (c) . If a Notice of Disagreement is received by Parent within the 60-day period referred to Universal in Section 2.04(b)a timely manner, then the Proposed Post-Closing Payment Notice Statement (as revised in accordance with this sentenceclauses (A) or (B) below) shall become final and binding upon the parties on the earlier of (iA) the date Parent Universal and Purchaser Viacom resolve in writing all any differences they have with respect to the matters specified in the Notice of Disagreement and or (iiB) the date all any disputed matters are finally resolved in writing by the Accounting Firm. Firm (as defined below). (c) During the 1430-day period following the timely delivery of a Notice of Disagreement, Parent Disagreement Universal and Purchaser Viacom shall negotiate seek in good faith to resolve in writing any differences that which they may have with respect to the matters specified in the Notice of Disagreement. If there is no resolution as to any matter within such 14-day period, then within five Business Days after At the end of such 1430-day periodperiod (or such longer period as the parties may agree), Parent Universal and Purchaser Viacom shall submit to an independent accounting firm (the "Accounting Firm") for review and resolution any and all matters which remain in dispute and which were included in the Notice of Disagreement. The Accounting Firm shall be a nationally recognized independent public accounting firm agreed upon by Universal and Viacom in writing. Universal and Viacom shall jointly use all reasonable efforts to cause the Accounting Firm to render a decision within 30 days following submission. Universal and Viacom agree that judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. Each of the parties shall bear their own costs of dispute resolution hereunder, and costs, fees and expenses of the Accounting Firm pursuant to this Section shall be borne by equally by Universal and Viacom. The fees and expenses of Universal's independent auditors in connection with their review of any Notice of Disagreement shall be borne by Universal, and the fees and expenses of Viacom's independent auditors incurred in connection with their review of the Closing Statement shall be borne by Viacom. (d) If the portion of the Undistributed Current Year Earnings allocable to ECC's account as shown on the final Closing Statement (the "Actual Earnings Amount") is greater than the Estimated Allocable Current Year Earnings, Universal shall cause the Partnership to, and if the Actual Earnings Amount is less than Estimated Allocable Current Year Earnings, Viacom shall, within 10 days after the Closing Statement becomes final and binding on the parties, make payment by wire transfer of immediately available funds to an account designated by Viacom or the Partnership, as applicable, of the amount of such difference, together with interest thereon at the prime rate, as reported from time to time in the Wall Street Journal, from the Closing Date to the date of actual payment, calculated on the basis of the actual number of days elapsed divided by 365. (e) The parties hereto agree and acknowledge that payments pursuant to this Article 8 are in respect of Partnership income and are not part of the purchase price for arbitration, or any part of the consideration in accordance with respect of the standards Viacom Partnership Interests or the Viacom Sci-Fi Europe Stock or the agreement set forth in thisArticle 7.