Common use of Post-Closing Purchase Price True-Up Clause in Contracts

Post-Closing Purchase Price True-Up. (a) As promptly as possible, but in any event within 60 days after the Closing Date, Purchaser will deliver to Seller, a written statement (the “Closing Statement”) setting forth the Purchaser’s calculations (the “Purchaser’s Proposed Calculations”) of (i) the amount of the Closing Cash, (ii) the amount of the Closing Indebtedness and (iii) the amount of the Closing Net Working Capital and the Net Working Capital Adjustment calculated by reference thereto, which calculations shall be made in accordance with GAAP, except as set forth on Schedule 3.4, applied on a basis consistent with the Most Recent Balance Sheet. The Closing Statement shall contain a recalculation, if any, of the Aggregate Purchase Price based on the foregoing amounts. (b) After delivery of the Closing Statement, the Seller and its accountants shall be permitted reasonable access to review the Company’s and Elmwood’s books and records and work papers related to the preparation of the Closing Statement. The Seller and its accountants may make inquiries of Purchaser, the Company, Elmwood and their respective accountants and employees regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and Purchaser shall use its, and shall cause the Company and Elmwood to use their, reasonable best efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. If the Seller has any objections to the Closing Statement, the Seller shall deliver to Purchaser a statement setting forth a description in reasonable detail of its objections thereto (an “Objections Statement”). If an Objections Statement is not delivered to Purchaser within 60 days after the delivery of the Closing Statement, the Closing Statement shall be final, binding and non-appealable by the parties hereto. The Seller and Purchaser shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Purchaser and the Seller, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within 15 days after the delivery of the Objections Statement, the Seller and Purchaser shall submit such dispute to Ernst & Young LLP (or if Ernst & Young LLP refuses to accept the engagement, then such other party as Purchaser and the Seller shall use reasonable efforts to mutually agree upon) (the “Auditor”) who shall resolve all such disagreements in accordance with this Agreement and to the extent not inconsistent with this Agreement in accordance with GAAP, except as set forth on Schedule 3.4. applied on a basis consistent with the Company’s accounting practices and procedures, subject to any adjustments or deviations set forth on the Disclosure Schedules attached hereto. Purchaser and Seller shall immediately enter into a customary engagement letter with the Auditor at the time the issues in dispute are submitted to the Auditor. The Seller and Purchaser shall use their commercially reasonable efforts to cause the Auditor to resolve all such disagreements as soon as practicable. The Auditor shall address only those issues in dispute, and may not assign a value to any item greater than the greatest value for such item claimed by a party or lower than the lowest value claimed by a party. Neither the Seller nor Purchaser shall have any ex parte conversations or meetings with the Auditor with respect to any issues for which the Auditor is engaged pursuant to this Agreement, without the prior consent of the other parties. The resolution of the dispute by the Auditor shall be final, binding and non-appealable on the parties hereto (the “Auditor Determination”). The fees and expenses of the Auditor shall be allocated to be paid by Purchaser, on the one hand, and/or the Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Auditor. (c) Upon the determination, in accordance with Section 3.4(b), of the Closing Statement and the final calculations of the amounts of the Closing Cash, the Closing Indebtedness, the Closing Net Working Capital and the Net Working Capital Adjustment calculated by reference thereto, the Aggregate Purchase Price shall be recalculated using such finally determined amounts in lieu of the estimates of such amounts used in the calculation of the estimated Aggregate Purchase Price payable at Closing as follows: (i) If the Aggregate Purchase Price as calculated pursuant to this Section 3.4(c) is greater than such estimated Aggregate Purchase Price, then the Purchaser shall pay to, or cause to be paid to, the Seller an amount equal to any such excess; and (ii) If the Aggregate Purchase Price as calculated pursuant to this Section 3.4(c) is less than such estimated Aggregate Purchase Price then the Seller shall pay to or as directed by the Purchaser an amount equal to any such deficiency. Any payments made by the Purchaser to the Seller or by the Seller to the Purchaser pursuant to this Section 3.4(c) shall be made by wire transfer of immediately available funds no later than three Business Days after the final determination referred to in the first sentence of this Section 3.4(c) and shall be deemed to be adjustments to the Aggregate Purchase Price for all Tax purposes.

Post-Closing Purchase Price True-Up. (a) As promptly as possible, but in any event within 60 No later than forty-five (45) days after following the Closing Date, Purchaser will deliver Buyer shall cause to Seller, be prepared and delivered to Seller a written statement (the “Closing Statement”) setting forth the Purchaser’s calculations (the “Purchaser’s Proposed Calculations”) consisting of (i) the amount of the Closing CashDate Loan Balance, (ii) a calculation of the amount of the Closing Indebtedness and Expense Overruns as of the Cut-Off Time, (iii) a calculation of the Unpaid Intercompany Receivables as of the Cut-off Time, provided such Unpaid Intercompany Receivables shall reflect, for the avoidance of doubt, the “Final Net Settlement” as calculated in accordance with Section 4 of the Termination and Release Agreement and any adjustment to the Estimated Unpaid Intercompany Receivables actually paid under such Section 4 of the Termination and Release Agreement), (iv) the Indemnification Escrow Amount, (v) a calculation of the Banker Fees; (vi) the amount of any adjustment to the Closing Net Working Capital Purchase Price pursuant to this Section 2.04(a) and (vii) certificates of the Net Working Capital Adjustment calculated by reference theretochief financial officer of each Acquired Company, which calculations shall be made given solely in his or her capacity as the chief financial officer (and not in his or her individual capacity), that the Closing Statement has been prepared in accordance with this Section 2.04 and, with respect to the Expenses, SAP or GAAP, except as set forth on Schedule 3.4applicable, applied on a basis consistent with the Most Recent Balance Sheetconsistently applied. The Closing Statement shall contain a recalculation, if any, of be prepared substantially in the Aggregate Purchase Price based on the foregoing amountsform set forth in Schedule 2.04(a). (b) After delivery Seller shall have forty-five (45) days from the date on which the Closing Statement is delivered to Seller to review the Closing Statement (including the calculation of Expense Overruns and Unpaid Intercompany Receivables) (such period of time, the “Review Period”). During the Review Period, upon the reasonable request of Seller, Buyer shall provide, or cause the Acquired Companies, as applicable, to provide, to Seller and its Representatives access to all books, records and working papers of the Acquired Companies relevant to the Closing Statement. If Buyer fails to reasonably provide and request (or fails to cause to provide and request) such access in accordance with this Section 2.04(b) within five (5) days of request therefor, the deadline set forth herein shall be extended by one day for each additional day required for Buyer to reasonably respond to such request. The Closing Statement (including the calculation of Expense Overruns and Unpaid Intercompany Receivables) shall become final and binding upon the parties at 5:00 p.m. New York City time on the 45th day of the Review Period, unless Seller gives written notice of its disagreement with the Closing Statement (such written notice, a “Notice of Disagreement”) to Buyer on or prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and any alternative calculations with respect thereto. All items and amounts not so disputed in the Notice of Disagreement shall be deemed final, except to the extent an adjustment to a disputed item requires an offsetting adjustment. If a Notice of Disagreement is received by Buyer in a timely manner, then the Closing Statement (including the calculation of Expense Overruns and Unpaid Intercompany Receivables) (as revised in accordance with this sentence) shall become final and binding upon Seller and Buyer on the earlier of (i) the date Seller and Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Independent Accounting Firm. (c) During the fifteen (15) day period following the delivery of a Notice of Disagreement (such period of time, the “Resolution Period”), Seller and Buyer shall 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. During the Resolution Period, upon Buyer’s request, Seller shall afford Buyer and its accountants shall be permitted Representatives reasonable access to review the Company’s and Elmwood’s all books and records and work papers related all personnel used to prepare, or otherwise relevant to, the preparation Notice of Disagreement that are under its or its Representatives’ control or possession. In the Closing Statement. The event that Seller and its accountants may make inquiries of Purchaser, the Company, Elmwood and their respective accountants and employees regarding questions concerning Buyer are unable to agree on any item or disagreements with items shown or reflected in the Closing Statement arising in within the course Resolution Period, each of their review thereof, Seller and Purchaser Buyer shall prepare separate written reports of such unresolved item or items and deliver such reports to the Independent Accounting Firm within fifteen (15) days after the expiration of the Resolution Period. The parties hereto shall use its, and shall cause the Company and Elmwood to use their, their respective reasonable best efforts to cause the Independent Accounting Firm to, as soon as practicable and in any event within fifteen (15) days after receiving such accountants written reports, determine the manner in which such item or items shall be treated in the Closing Statement; provided, however, that the dollar amount of each item in dispute shall be determined within the range of dollar amounts proposed by Seller, on the one hand, and employees Buyer, on the other hand. The parties hereto acknowledge and agree that (i) the review by and determinations of the Independent Accounting Firm shall be limited to, and only to, the unresolved item or items contained in the reports prepared and submitted to the Independent Accounting Firm by Seller and Buyer, and (ii) the determinations by the Independent Accounting Firm shall be based solely on (A) such reports submitted by Seller and Buyer and the basis for Seller’s and Buyer’s respective positions and (B) the Accounting Principles. Seller and Buyer agree to enter into an engagement letter with the Independent Accounting Firm containing customary terms and conditions for this type of engagement. The parties hereto shall use their reasonable best efforts to cooperate with and respond provide information and documentation, including work papers, to assist the Independent Accounting Firm. Any such information or documentation provided by any party hereto to the Independent Accounting Firm shall be concurrently delivered to the other parties hereto, subject, in the case of the Independent Accounting Firm’s work papers, to such inquiriesother parties hereto entering into a customary release agreement with respect thereto. If None of the Seller has any objections parties hereto shall disclose to the Closing StatementIndependent Accounting Firm, and the Seller Independent Accounting Firm shall deliver to Purchaser a statement setting forth a description in reasonable detail of its objections thereto (an “Objections Statement”). If an Objections Statement is not delivered to Purchaser within 60 days after the delivery consider for any purposes, any settlement discussions or settlement offers made by any of the Closing Statement, parties hereto with respect to any objection under this Section 2.04. The determinations by the Closing Statement Independent Accounting Firm as to the item or items in dispute shall be in writing and shall be final, binding and non-appealable conclusive for all purposes of determining the Purchase Price and shall have the same effect for all purposes as if such determinations had been embodied in a final judgment, entered by a court of competent jurisdiction, and shall not be subject to review by any Governmental Authority or otherwise be appealable. Notwithstanding the parties heretoforegoing, either party hereto may petition the New York courts to reduce such decision to judgment. The Seller All fees, costs and Purchaser shall negotiate in good faith expenses relating to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Purchaser and the Seller, be governed by Rule 408 work of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within 15 days after the delivery of the Objections Statement, the Seller and Purchaser shall submit such dispute to Ernst & Young LLP (or if Ernst & Young LLP refuses to accept the engagement, then such other party as Purchaser and the Seller shall use reasonable efforts to mutually agree upon) (the “Auditor”) who shall resolve all such disagreements in accordance with this Agreement and to the extent not inconsistent with this Agreement in accordance with GAAP, except as set forth on Schedule 3.4. applied on a basis consistent with the Company’s accounting practices and procedures, subject to any adjustments or deviations set forth on the Disclosure Schedules attached hereto. Purchaser and Seller shall immediately enter into a customary engagement letter with the Auditor at the time the issues in dispute are submitted to the Auditor. The Seller and Purchaser shall use their commercially reasonable efforts to cause the Auditor to resolve all such disagreements as soon as practicable. The Auditor shall address only those issues in dispute, and may not assign a value to any item greater than the greatest value for such item claimed by a party or lower than the lowest value claimed by a party. Neither the Seller nor Purchaser shall have any ex parte conversations or meetings with the Auditor with respect to any issues for which the Auditor is engaged pursuant to this Agreement, without the prior consent of the other parties. The resolution of the dispute by the Auditor shall be final, binding and non-appealable on the parties hereto (the “Auditor Determination”). The fees and expenses of the Auditor Independent Accounting Firm shall be allocated to be paid by Purchaserbetween Seller, on the one hand, and/or the Sellerand Buyer, on the other hand, based upon in the percentage which same proportion that the portion aggregate amount of the contested amount not awarded disputed items submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party bears to the total amount actually contested by of such party, disputed items so submitted (as finally determined by the AuditorIndependent Accounting Firm). For example, if Seller challenges the calculation of the Closing Statement by an amount of $100,000, but the Independent Accounting Firm determines that Seller has a valid claim for only $40,000, Buyer shall bear 40% of the fees, costs and expenses of the Independent Accounting Firm and Seller shall bear the other 60% of such fees, costs and expenses. Following the resolution of all disputed items (or, if there is no dispute, promptly after the parties hereto reach agreement on the Closing Statement), Buyer shall revise the Closing Statement (including the calculation of Expense Overruns and Unpaid Intercompany Receivables) to reflect the resolution of any disputed items and shall deliver a copy thereof to Seller. The final form of the Closing Statement as determined in accordance with this Section 2.04, is referred to herein as the “Final Closing Statement.” The Expense Overruns reflected in the Final Closing Statement shall be referred to as the “Final Expense Overruns” and the Unpaid Intercompany Receivables reflected in the Final Closing Statement shall be referred to as the “Final Unpaid Intercompany Receivables”. (cd) Upon Effective upon the determination, in accordance with Section 3.4(bend of the Review Period (if a timely Notice of Disagreement is not delivered), or upon the resolution of all matters set forth in the Notice of Disagreement either by mutual agreement of the parties hereto or by the Independent Accounting Firm, the Closing Purchase Price shall be subject to adjustment as follows: (i) if the Final Expense Overruns plus the Final Unpaid Intercompany Receivables are less than the Estimated Expense Overruns, the Closing Purchase Price shall be increased by the amount of such shortfall, and (ii) if the Final Expense Overruns plus the Final Unpaid Intercompany Receivables are greater than the Estimated Expense Overruns plus the Estimated Unpaid Intercompany Receivables, the Closing Purchase Price shall be reduced by the amount of such excess. With respect to the adjustment to the Closing Purchase Price (A) in clause (i) of this Section 2.04(d), Buyer shall pay to Seller by wire transfer of immediately available funds, within ten (10) Business Days following the delivery of the Final Closing Statement, to an account or accounts designated by Seller in writing and (B) in clause (ii) of this Section 2.04(d), Seller shall pay to Buyer by wire transfer of immediately available funds, within ten (10) Business Days following the delivery of the Final Closing Statement, to an account or accounts designated by Buyer in writing. (e) Following the Closing, Buyer shall not take any action, and shall cause the Acquired Companies not to take any action, with respect to the accounting books and records of the Acquired Companies on which the Closing Statement is to be based that would reasonably be expected to obstruct or prevent the preparation of the Closing Statement and the final calculations determination of the amounts of the Closing Cash, the Closing Indebtedness, the Closing Net Working Capital Final Expense Overruns and the Net Working Capital Adjustment calculated by reference thereto, the Aggregate Purchase Price shall be recalculated using such finally determined amounts Final Unpaid Intercompany Receivables as provided in lieu of the estimates of such amounts used in the calculation of the estimated Aggregate Purchase Price payable at Closing as follows: (i) If the Aggregate Purchase Price as calculated pursuant to this Section 3.4(c) is greater than such estimated Aggregate Purchase Price, then the Purchaser shall pay to, or cause to be paid to, the Seller an amount equal to any such excess; and (ii) If the Aggregate Purchase Price as calculated pursuant to this Section 3.4(c) is less than such estimated Aggregate Purchase Price then the Seller shall pay to or as directed by the Purchaser an amount equal to any such deficiency. Any payments made by the Purchaser to the Seller or by the Seller to the Purchaser pursuant to this Section 3.4(c) shall be made by wire transfer of immediately available funds no later than three Business Days after the final determination referred to in the first sentence of this Section 3.4(c) and shall be deemed to be adjustments to the Aggregate Purchase Price for all Tax purposes2.04.

Post-Closing Purchase Price True-Up. (a) As promptly as possible, but in any event within Within the later of (i) 60 days after the Closing DateDate and (ii) 10 days after receipt by the Company of its 2005 Audited Financial Statements, the Purchaser will shall prepare, at the Purchaser’s expense, and deliver to Sellerthe Seller Representative, a written statement (the “Closing Final Purchase Price Calculation Statement”) setting forth the Purchaser’s calculations (the “Purchaser’s Proposed Calculations”) of (i) the amount of the Closing Cash, (ii) the amount of the Closing Indebtedness and (iiia) the amount of the Closing Net Working Capital and the Net Working Capital Adjustment calculated by reference theretoAdjustment, if any, (b) the amount of Excess Cash, (c) the amount of Closing Indebtedness, (d) the amount of the Closing Interest, (e) the unpaid amount of all Company Transaction Expenses, and (f) a recalculation of the Aggregate Purchase Price and the Seller Purchase Price based thereon, all of which calculations shall be made in accordance with GAAP, except as set forth on Schedule 3.4, GAAP applied on a basis consistent with the Most Recent Reference Balance Sheet. The Closing Statement shall contain a recalculation, if any, of the Aggregate Purchase Price based on the foregoing amounts. (b) After delivery Within 30 days after its receipt of the Closing Final Purchase Price Calculation Statement, the Seller Representative shall notify the Purchaser in writing of its agreement or disagreement with the Final Purchase Price Calculation Statement and the accuracy of any of the Purchaser’s Proposed Calculations (and during such 30 day period, the Purchaser shall grant the Seller Representative and its accountants shall be permitted reasonable access to review the Company’s all work papers, schedules and Elmwood’s books and records and work papers related to calculations used in the preparation of the Closing Final Purchase Price Calculation Statement. The Seller and its accountants may make inquiries of Purchaser, the Company, Elmwood and their respective accountants and employees regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and Purchaser shall use its, and shall cause the Company and Elmwood to use their, reasonable best efforts to cause any such accountants and employees to cooperate with and respond to such inquiries). If the Seller has Representative disputes any objections aspect of the Final Purchase Price Calculation Statement or the amount of any of the Purchaser’s Proposed Calculations within such 30 day period, then the Seller Representative shall have the right to direct its independent accountants, at the Closing expense of the Seller Parties, to review and verify the accuracy of the Final Purchase Price Calculation Statement, and if the Seller shall deliver to Purchaser a statement setting forth a description in reasonable detail of its objections thereto (an “Objections Statement”). If an Objections Statement is Representative does not delivered to Purchaser within 60 days after the delivery dispute any aspect of the Closing Statement, Final Purchase Price Calculation Statement or the Closing Statement shall be final, binding and non-appealable by the parties hereto. The Seller and Purchaser shall negotiate in good faith to resolve amount of any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Purchaser and the Seller, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution Purchaser’s Proposed Calculations within 15 days after the delivery of the Objections Statement, the Seller and Purchaser shall submit such dispute to Ernst & Young LLP (or if Ernst & Young LLP refuses to accept the engagement30 day period, then such other party as Purchaser and the Seller shall use reasonable efforts to mutually agree upon) (the “Auditor”) who shall resolve all such disagreements in accordance with this Agreement and to the extent not inconsistent with this Agreement in accordance with GAAP, except as set forth on Schedule 3.4. applied on a basis consistent with the Company’s accounting practices and procedures, subject to any adjustments or deviations set forth on the Disclosure Schedules attached hereto. Purchaser and Seller shall immediately enter into a customary engagement letter with the Auditor at the time the issues in dispute are submitted to the Auditor. The Seller and Purchaser shall use their commercially reasonable efforts to cause the Auditor to resolve all such disagreements as soon as practicable. The Auditor shall address only those issues in dispute, and may not assign a value to any item greater than the greatest value for such item claimed by a party or lower than the lowest value claimed by a party. Neither the Seller nor Purchaser shall have any ex parte conversations or meetings with the Auditor with respect to any issues for which the Auditor is engaged pursuant to this Agreement, without the prior consent of the other parties. The resolution of the dispute by the Auditor shall be final, binding and non-appealable on the parties hereto (the “Auditor Determination”). The fees and expenses of the Auditor shall be allocated to be paid by Purchaser, on the one hand, and/or the Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Auditor. (c) Upon the determination, in accordance with Section 3.4(b), of the Closing Final Purchase Price Calculation Statement and the final calculations of the amounts of the Closing Cash, the Closing Indebtedness, the Closing Net Working Capital and the Net Working Capital Adjustment calculated by reference thereto, the Aggregate Purchase Price Purchaser’s Proposed Calculations shall be recalculated using such finally determined amounts in lieu of the estimates of such amounts used in the calculation of the estimated Aggregate Purchase Price payable at Closing as follows: (i) If the Aggregate Purchase Price as calculated pursuant to this Section 3.4(c) is greater than such estimated Aggregate Purchase Price, then conclusive and binding upon the Purchaser shall pay to, or cause to be paid to, the Seller an amount equal to any such excess; and (ii) If the Aggregate Purchase Price as calculated pursuant to this Section 3.4(c) is less than such estimated Aggregate Purchase Price then the Seller shall pay to or as directed by the Purchaser an amount equal to any such deficiency. Any payments made by the Purchaser to the Seller or by the Seller to the Purchaser pursuant to this Section 3.4(c) shall be made by wire transfer of immediately available funds no later than three Business Days after the final determination referred to in the first sentence of this Section 3.4(c) and shall be deemed to be adjustments to the Aggregate Purchase Price for all Tax purposes.the

Post-Closing Purchase Price True-Up. (a) As promptly as possible, but in any event within 60 Within sixty (60) days after the Closing Date, Purchaser will the Parent shall prepare, at the Parent’s expense, and deliver to Sellerthe Member Representative, a written statement (the “Closing Final Cash Merger Consideration Calculation Statement”) setting forth the PurchaserParent’s calculations calculation (the “PurchaserParent’s Proposed Calculations”) of the Cash Merger Consideration based upon the Parent’s calculation of (i) the amount of the Closing Cash, (ii) the amount of the Closing Indebtedness and Indebtedness, (iii) the amount of the Closing Net Working Capital (and the Net Working Capital Adjustment calculated by reference thereto), which calculations shall be made in accordance with GAAP, except as set forth on Schedule 3.4, applied on a basis consistent with and (iv) the Most Recent Balance Sheet. The Closing Statement shall contain a recalculation, if any, of the Aggregate Purchase Price based on the foregoing amountsTransaction Expenses. (b) After delivery Within thirty (30) days after its receipt of the Closing StatementFinal Cash Merger Consideration Calculation Statement (the “Response Period”), the Seller Member Representative shall notify the Parent in writing of its agreement or disagreement with the Final Cash Merger Consideration Calculation Statement and the accuracy of any of the Parent’s Proposed Calculations in accordance with this Section 3.8. During the Response Period, upon reasonable written request, the Parent shall grant the Member Representative and its accountants shall be permitted reasonable access to review the Company’s reasonably requested work papers, facilities, schedules, and Elmwood’s books and records and work papers related to calculations used in the preparation of the Closing Final Cash Merger Consideration Calculation Statement. If during the Response Period the Member Representative does not deliver a written notice to the Parent which includes (i) an objection to the accuracy of the Final Cash Merger Consideration Calculation Statement, (ii) the basis for any objection, (iii) proposed corrections to the Final Cash Merger Consideration Calculation Statement that is based on clauses (i) and (ii) above (an “Objection Notice”), then the Final Cash Merger Consideration Calculation Statement and the Parent’s Proposed Calculations shall be conclusive and binding upon the Parent Group and the members of LED Supply. If during the Response Period the Member Representative delivers an Objection Notice to the Parent, then the Member Representative and the Parent shall in good faith attempt to agree on the amount of the Cash Merger Consideration. If any objections contained in the Objection Notice are of such items are not resolved within thirty (30) days of the receipt of the Objection Notice, then the Parent and the Member Representative shall mutually select a nationally recognized independent accounting firm (the “Independent Accounting Firm”) to resolve the calculation of the Cash Merger Consideration within thirty (30) days of the Independent Accounting Firm’s engagement by conducting its own review and verification of the Final Cash Merger Consideration Calculation Statement. The Seller Parent and its accountants may make inquiries the Member Representative shall be bound by the determination of Purchaserthe Cash Merger Consideration by the Independent Accounting Firm; provided however, that the Companyamount of the Cash Merger Consideration determined by the Independent Accounting Firm shall be no less than the amount claimed by the Parent and no greater than the amount claimed by the Member Representative. Each of the Parent and the Member Representative agrees to execute, Elmwood if requested by the Independent Accounting Firm, an engagement letter containing reasonable and customary terms. The Parent and the Member Representative shall each pay their respective accountants own costs and employees regarding questions concerning or disagreements expenses incurred under this Section 3.8(b). The Independent Accounting Firm’s fees and expenses shall be borne by the Parent if the Independent Accounting Firm substantially agrees with the Closing Statement arising in Member Representative’s calculation of Cash Merger Consideration and by the course Member Representative if the Independent Accounting Firm substantially agrees with the Parent’s calculation of their review thereof, and Purchaser shall use its, and shall cause the Company and Elmwood to use their, reasonable best efforts to cause any such accountants and employees to cooperate with and respond to such inquiriesCash Merger Consideration. If the Seller has any objections to Independent Accounting Firm does not substantially agree with the Closing Statement, calculation of Cash Merger Consideration by either the Seller shall deliver to Purchaser a statement setting forth a description in reasonable detail of its objections thereto (an “Objections Statement”). If an Objections Statement is not delivered to Purchaser within 60 days after the delivery Member Representative of the Closing StatementParent, the Closing Statement then each party shall be final, binding and non-appealable by the parties hereto. The Seller and Purchaser shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Purchaser and the Seller, be governed by Rule 408 pay 50% of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within 15 days after the delivery of the Objections Statement, the Seller and Purchaser shall submit such dispute to Ernst & Young LLP (or if Ernst & Young LLP refuses to accept the engagement, then such other party as Purchaser and the Seller shall use reasonable efforts to mutually agree upon) (the “Auditor”) who shall resolve all such disagreements in accordance with this Agreement and to the extent not inconsistent with this Agreement in accordance with GAAP, except as set forth on Schedule 3.4. applied on a basis consistent with the CompanyIndependent Accounting Firm’s accounting practices and procedures, subject to any adjustments or deviations set forth on the Disclosure Schedules attached hereto. Purchaser and Seller shall immediately enter into a customary engagement letter with the Auditor at the time the issues in dispute are submitted to the Auditor. The Seller and Purchaser shall use their commercially reasonable efforts to cause the Auditor to resolve all such disagreements as soon as practicable. The Auditor shall address only those issues in dispute, and may not assign a value to any item greater than the greatest value for such item claimed by a party or lower than the lowest value claimed by a party. Neither the Seller nor Purchaser shall have any ex parte conversations or meetings with the Auditor with respect to any issues for which the Auditor is engaged pursuant to this Agreement, without the prior consent of the other parties. The resolution of the dispute by the Auditor shall be final, binding and non-appealable on the parties hereto (the “Auditor Determination”). The fees and expenses of the Auditor shall be allocated to be paid by Purchaser, on the one hand, and/or the Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Auditorexpenses. (c) Upon If the determinationCash Merger Consideration as recalculated pursuant to Section 3.8(b) is in excess of the Estimated Cash Merger Consideration, then the Parent shall pay within three (3) Business Days following the final determination thereof in accordance with Section 3.4(b), of the Closing Statement and the final calculations of the amounts of the Closing Cash, the Closing Indebtedness, the Closing Net Working Capital and the Net Working Capital Adjustment calculated by reference thereto, the Aggregate Purchase Price shall be recalculated using such finally determined amounts in lieu of the estimates of such amounts used in the calculation of the estimated Aggregate Purchase Price payable at Closing as follows: (i) If the Aggregate Purchase Price as calculated pursuant to this Section 3.4(c) is greater than such estimated Aggregate Purchase Price3.8, then the Purchaser shall pay to, or cause to be paid to, the Seller an amount equal to any such excess; and (ii) If the Aggregate Purchase Price as calculated pursuant to this Section 3.4(c) is less than such estimated Aggregate Purchase Price then the Seller shall pay to or as directed by the Purchaser an amount equal to any such deficiency. Any payments made by the Purchaser to the Seller or by the Seller to the Purchaser pursuant to this Section 3.4(c) shall be made by via wire transfer of immediately available funds no later than to an account designated in advance by the Member Representative to the Parent, such excess to the Member Representative, for further distribution to the applicable the LED Supply Members, based on their respective Ownership Percentages. If the Estimated Cash Merger Consideration is in excess of the Cash Merger Consideration as recalculated pursuant to Section 3.8(b) (such amount, the “Cash Merger Consideration Excess”), then (i) if an Escrow Account has been established pursuant to this Agreement, the Member Representative and the Parent shall deliver joint written instructions within three (3) Business Days after following the final determination referred thereof in accordance with this Section 3.8 to the Escrow Agent instructing the Escrow Agent to distribute to the Parent an amount in cash equal to the lesser of (1) the Cash Merger Consideration Excess and (2) funds on deposit in the first sentence Escrow Account (with any remaining portion of this Section 3.4(cthe Cash Merger Consideration Excess not satisfied from funds on deposit in the Escrow Account to be satisfied by the forfeiture and cancellation of that number of shares of Common Stock issued to the LED Supply Members which are not Indemnity Shares and having a value equal to such remaining portion (at a price per share equal to $2.00) and shall be deemed (ii) if an Escrow Account has not been established pursuant to be adjustments this Agreement, by the forfeiture and cancellation of that number of shares of Common Stock issued to the Aggregate Purchase Price for all Tax purposesLED Supply Members which are not Indemnity Shares having a value equal to the Cash Merger Consideration Excess (at a price per share equal to $2.00).

Post-Closing Purchase Price True-Up. (a) As promptly as possible, but in any event within 60 Within 90 days after the Closing Date, the Purchaser will shall prepare, at the Purchaser’s expense, and deliver to the Seller, a written statement (the “Closing Final Purchase Price Calculation Statement”) setting forth the Purchaser’s calculations (the “Purchaser’s Proposed Calculations”) of (i) the amount of the Closing CashNet Working Capital and the Net Working Capital Adjustment calculated by reference thereto, (ii) the Closing Cash, (iii) the Closing Funded Indebtedness, (iv) the amount of the Closing Indebtedness Medical Capital Expenditures, (v) the Company Transaction Expenses, (vi) the amount of the Warrant Payments, and (iiivii) the amount of the Phantom Stock Payments, and (b) the calculation of the Aggregate Purchase Price based thereon. The Final Purchase Price Calculation Statement shall contain a recalculation of the Aggregate Purchase Price based on the foregoing amount of the Net Working Capital Adjustment and the other items set forth in this Section 2.4(a). (b) Within 45 days after its receipt of the Final Purchase Price Calculation Statement, the Seller shall notify the Purchaser in writing of its agreement or disagreement with the Final Purchase Price Calculation Statement and the accuracy of any of the Purchaser’s Proposed Calculations, together with the Seller’s proposed alternative calculations of the amount of the Closing Net Working Capital and the Net Working Capital Adjustment calculated by reference theretothereto and all other items set forth in Section 2.4(a), which together with a recalculation of the Aggregate Purchase Price set forth in reasonable detail (the “Seller’s Proposed Calculations”). During such 45-day period, the Purchaser shall grant the Seller and its accountants, at Seller’s expense, reasonable access to all books, records, facilities, work papers, schedules and calculations used in the Purchaser’s preparation of the Final Purchase Price Calculation Statement. If the Seller does not deliver the Seller’s Proposed Calculations to the Purchaser within such 45-day period, then the Final Purchase Price Calculation Statement and the Purchaser’s Proposed Calculations shall be conclusive and binding on the Purchaser, the Company and the Seller and shall become the Final Purchase Price Calculation Statement. If the Purchaser does not reject the Seller’s Proposed Calculations by written notice given to the Seller within 15 days after the Purchaser’s receipt of the Seller’s Proposed Calculations, then the Final Purchase Price Calculation Statement and the Purchaser’s Proposed Calculations contained therein, as modified by the Seller’s Proposed Calculations, shall be conclusive and binding on the Purchaser, the Company and the Seller. If the Purchaser rejects the Seller’s Proposed Calculations by written notice given to the Seller within 15 days after the Purchaser’s receipt of the Seller’s Proposed Calculations, then the Seller and the Purchaser shall attempt to resolve any such dispute within 15 days after the date that the Purchaser delivers its written notice of rejection to the Seller. If the Purchaser and the Seller do not resolve any such dispute within such 15-day period, then within 15 days following the end of the preceding 15-day period, the Purchaser and the Seller shall select a mutually acceptable and nationally recognized independent accounting firm that neither the Company nor the Purchaser are using for any other purpose (such firm, the “Independent Accounting Firm”) to resolve the remaining disputed items (the “Remaining Disputed Items”) by conducting the Independent Accounting Firm’s own review and verification of the Remaining Disputed Items, and thereafter selecting either the Purchaser’s Proposed Calculations of the Remaining Disputed Items or the Seller’s Proposed Calculations of the Remaining Disputed Items or an amount in between the two. The Purchaser, the Company and the Seller shall be bound by the determination of the Remaining Disputed Items by the Independent Accounting Firm. The parties acknowledge that KPMG LLP is a mutually acceptable firm to be designated as the Independent Accounting Firm. Each of the Seller and the Purchaser agrees to execute, if requested by the Independent Accounting Firm, an engagement letter containing reasonable and customary terms. The Seller and the Purchaser shall each pay their own costs and expenses incurred under this Section 2.4(b). The Independent Accounting Firm’s fees and expenses shall be borne one-half by the Seller, on the one hand, and one-half by the Purchaser, on the other hand. The Independent Accounting Firm shall act as an arbitrator to determine, based upon the provisions of this Section 2.4(b), only the Remaining Disputed Items and the determination of each amount of the Remaining Disputed Items shall be made in accordance with GAAP, except as the procedures set forth on Schedule 3.4in Section 2.4(a) and this Section 2.4(b) and, applied on a basis consistent with in any event, shall be no less than the Most Recent Balance Sheet. The Closing Statement shall contain a recalculation, if any, lesser of the Aggregate Purchase Price based on amount claimed by either the foregoing amounts. Seller or the Purchaser (b) After delivery in the case of the Closing Statement, the Seller and its accountants shall be permitted reasonable access to review the Company’s and Elmwood’s books and records and work papers related to the preparation of the Closing Statement. The Seller and its accountants may make inquiries of Purchaser, the Company, Elmwood and their respective accountants and employees regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and Purchaser shall use its, and shall cause the Company and Elmwood to use their, reasonable best efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. If the Seller has any objections to the Closing Statement, the Seller shall deliver to Purchaser a statement setting forth a description in reasonable detail of its objections thereto (an “Objections Statement”). If an Objections Statement is not delivered to Purchaser within 60 days after the delivery of the Closing Statement, the Closing Statement shall be final, binding and non-appealable by the parties hereto. The Seller and Purchaser shall negotiate in good faith to resolve any objections as set forth in the Objections Statement (Purchaser’s Proposed Calculations first delivered to the Seller during the 90-day period set forth in Section 2.4(a) and all such discussions related thereto shall, unless otherwise agreed by Purchaser and in the case of the Seller, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within 15 days after the delivery of the Objections Statement, the Seller and Purchaser shall submit such dispute to Ernst & Young LLP (or if Ernst & Young LLP refuses to accept the engagement, then such other party as Purchaser and the Seller shall use reasonable efforts to mutually agree upon) (the “Auditor”) who shall resolve all such disagreements in accordance with this Agreement and to the extent not inconsistent with this Agreement in accordance with GAAP, except as set forth on Schedule 3.4. applied on a basis consistent with in the CompanySeller’s accounting practices and procedures, subject to any adjustments or deviations set forth on the Disclosure Schedules attached hereto. Purchaser and Seller shall immediately enter into a customary engagement letter with the Auditor at the time the issues in dispute are submitted Proposed Calculations first delivered to the Auditor. The Seller and Purchaser shall use their commercially reasonable efforts to cause during the Auditor to resolve all such disagreements as soon as practicable. The Auditor shall address only those issues in dispute45-day period described above), and may not assign a value to any item shall be no greater than the greatest value for such item greater of the amount claimed by a party or lower than the lowest value claimed by a party. Neither either the Seller nor or the Purchaser shall have any ex parte conversations or meetings with (in the Auditor with respect to any issues for which the Auditor is engaged pursuant to this Agreement, without the prior consent case of the other parties. The resolution of the dispute by the Auditor shall be final, binding and non-appealable on the parties hereto (the “Auditor Determination”). The fees and expenses of the Auditor shall be allocated to be paid by Purchaser, on as set forth in the one hand, and/or Purchaser’s Proposed Calculations first delivered to the Seller during the 90-day period set forth in Section 2.4(a) and in the case of the Seller, on as set forth in the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears Seller’s Proposed Calculations first delivered to the amount actually contested by such party, as determined by Purchaser during the Auditor45-day period described above). (c) Upon the determination, in accordance with Section 3.4(b2.4(b), of the Closing Final Purchase Price Calculation Statement and the final calculations of the amounts of the Closing Cash, the Closing Indebtedness, the Closing Net Working Capital and the Net Working Capital Adjustment calculated by reference theretothereto and all other items set forth in Section 2.4(a), the Aggregate Purchase Price shall be recalculated using such finally determined amounts in lieu of the estimates of such amounts used in the calculation of the estimated Aggregate Purchase Price payable at Closing as follows:Closing. (i) If the Aggregate Purchase Price as calculated recalculated pursuant to this Section 3.4(c2.4(c) is greater than such the estimated Aggregate Purchase PricePrice paid at Closing, then (A) the Purchaser shall pay to, or cause to be paid to, to the Seller an the amount equal to of any such excess; andexcess by wire transfer pursuant to the Wire Instructions and (B) the Seller and the Purchaser shall also authorize a release of the Purchase Price Escrowed Funds to the Seller as set forth in the Escrow Agreement. (ii) If the Aggregate Purchase Price as calculated recalculated pursuant to this Section 3.4(c2.4(c) is equal to the estimated Aggregate Purchase Price paid at Closing, then (A) the Seller and the Purchaser shall authorize a release of the Purchase Price Escrowed Funds to the Seller as set forth in the Escrow Agreement and (B) no further payment shall be payable by the Purchaser or the Seller under this Section 2.4(c). (iii) If the Aggregate Purchase Price as recalculated pursuant to this Section 2.4(c) is less than such the estimated Aggregate Purchase Price paid at Closing (the amount of such difference being the “Purchase Price Decrease”), then the Seller shall pay to or as directed by the Purchaser the amount of any such deficiency out of the Purchase Price Escrowed Funds as set forth in the Escrow Agreement, and if the Purchase Price Decrease exceeds the Purchase Price Escrowed Funds, then the Seller shall pay or cause to be paid to the Purchaser by wire transfer an amount equal to any such deficiencythe Purchase Price Decrease minus the Purchase Price Escrowed Funds. If the Purchase Price Decrease is less than the Purchase Price Escrowed Funds, then the Seller and the Purchaser shall also authorize a release of funds to the Seller of an amount equal to the Purchase Price Escrowed Funds minus the Purchase Price Decrease, as set forth in the Escrow Agreement. (iv) Any payments made by the Purchaser to the Seller or by the Seller to the Purchaser pursuant to this Section 3.4(c2.4(c) shall be made by wire transfer of immediately available funds no later than three Business Days business days after the final determination referred to in the first sentence of this Section 3.4(c2.4(c) and shall be deemed to be adjustments to the Aggregate Purchase Price for all Tax purposes. Any authorization of a release from the Purchase Price Escrowed Funds contemplated by this Section 2.4(c) shall be made by the Seller and the Purchaser executing and delivering a Direction Letter (as defined in the Escrow Agreement) to the Escrow Agent within three business days after the final determination referred to in the first sentence of this Section 2.4(c). The parties acknowledge that additional releases from the Purchase Price Escrowed Funds may occur as described in the Escrow Agreement and that such additional releases (if any) will supplement the releases described above.

Post-Closing Purchase Price True-Up. (a) As promptly as possible, but in any event within 60 Within sixty (60) days after the Closing Date, Purchaser will the Parent shall prepare, at the Parent’s expense, and deliver to Sellerthe Member Representative, a written statement (the “Closing Final Cash Merger Consideration Calculation Statement”) setting forth the PurchaserParent’s calculations calculation (the “PurchaserParent’s Proposed Calculations”) of the Cash Merger Consideration based upon the Parent’s calculation of (i) the amount of the Closing Cash, (ii) the amount of the Closing Indebtedness and Indebtedness, (iii) the amount of the Closing Net Working Capital (and the Net Working Capital Adjustment calculated by reference thereto), which calculations shall be made in accordance with GAAP, except as set forth on Schedule 3.4, applied on a basis consistent with and (iv) the Most Recent Balance Sheet. The Closing Statement shall contain a recalculation, if any, of the Aggregate Purchase Price based on the foregoing amountsTransaction Expenses. (b) After delivery Within thirty (30) days after its receipt of the Closing StatementFinal Cash Merger Consideration Calculation Statement (the “Response Period”), the Seller Member Representative shall notify the Parent in writing of its agreement or disagreement with the Final Cash Merger Consideration Calculation Statement and the accuracy of any of the Parent’s Proposed Calculations in accordance with this Section 3.8. During the Response Period, upon reasonable written request, the Parent shall grant the Member Representative and its accountants shall be permitted reasonable access to review the Company’s reasonably requested work papers, facilities, schedules, and Elmwood’s books and records and work papers related to calculations used in the preparation of the Closing Final Cash Merger Consideration Calculation Statement. If during the Response Period the Member Representative does not deliver a written notice to the Parent which includes (i) an objection to the accuracy of the Final Cash Merger Consideration Calculation Statement, (ii) the basis for any objection, (iii) proposed corrections to the Final Cash Merger Consideration Calculation Statement that is based on clauses (i) and (ii) above (an “Objection Notice”), then the Final Cash Merger Consideration Calculation Statement and the Parent’s Proposed Calculations shall be conclusive and binding upon the Parent Group and the members of PURO. If during the Response Period the Member Representative delivers an Objection Notice to the Parent, then the Member Representative and the Parent shall in good faith attempt to agree on the amount of the Cash Merger Consideration. If any objections contained in the Objection Notice are of such items are not resolved within thirty (30) days of the receipt of the Objection Notice, then the Parent and the Member Representative shall mutually select a nationally recognized independent accounting firm (the “Independent Accounting Firm”) to resolve the calculation of the Cash Merger Consideration within thirty (30) days of the Independent Accounting Firm’s engagement by conducting its own review and verification of the Final Cash Merger Consideration Calculation Statement. The Seller Parent and its accountants may make inquiries the Member Representative shall be bound by the determination of Purchaserthe Cash Merger Consideration by the Independent Accounting Firm; provided however, that the Companyamount of the Cash Merger Consideration determined by the Independent Accounting Firm shall be no less than the amount claimed by the Parent and no greater than the amount claimed by the Member Representative. Each of the Parent and the Member Representative agrees to execute, Elmwood if requested by the Independent Accounting Firm, an engagement letter containing reasonable and customary terms. The Parent and the Member Representative shall each pay their respective accountants own costs and employees regarding questions concerning or disagreements expenses incurred under this Section 3.8(b). The Independent Accounting Firm’s fees and expenses shall be borne by the Parent if the Independent Accounting Firm substantially agrees with the Closing Statement arising in Member Representative’s calculation of Cash Merger Consideration and by the course Member Representative if the Independent Accounting Firm substantially agrees with the Parent’s calculation of their review thereof, and Purchaser shall use its, and shall cause the Company and Elmwood to use their, reasonable best efforts to cause any such accountants and employees to cooperate with and respond to such inquiriesCash Merger Consideration. If the Seller has any objections to Independent Accounting Firm does not substantially agree with the Closing Statement, calculation of Cash Merger Consideration by either the Seller shall deliver to Purchaser a statement setting forth a description in reasonable detail of its objections thereto (an “Objections Statement”). If an Objections Statement is not delivered to Purchaser within 60 days after the delivery Member Representative of the Closing StatementParent, the Closing Statement then each party shall be final, binding and non-appealable by the parties hereto. The Seller and Purchaser shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Purchaser and the Seller, be governed by Rule 408 pay 50% of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within 15 days after the delivery of the Objections Statement, the Seller and Purchaser shall submit such dispute to Ernst & Young LLP (or if Ernst & Young LLP refuses to accept the engagement, then such other party as Purchaser and the Seller shall use reasonable efforts to mutually agree upon) (the “Auditor”) who shall resolve all such disagreements in accordance with this Agreement and to the extent not inconsistent with this Agreement in accordance with GAAP, except as set forth on Schedule 3.4. applied on a basis consistent with the CompanyIndependent Accounting Firm’s accounting practices and procedures, subject to any adjustments or deviations set forth on the Disclosure Schedules attached hereto. Purchaser and Seller shall immediately enter into a customary engagement letter with the Auditor at the time the issues in dispute are submitted to the Auditor. The Seller and Purchaser shall use their commercially reasonable efforts to cause the Auditor to resolve all such disagreements as soon as practicable. The Auditor shall address only those issues in dispute, and may not assign a value to any item greater than the greatest value for such item claimed by a party or lower than the lowest value claimed by a party. Neither the Seller nor Purchaser shall have any ex parte conversations or meetings with the Auditor with respect to any issues for which the Auditor is engaged pursuant to this Agreement, without the prior consent of the other parties. The resolution of the dispute by the Auditor shall be final, binding and non-appealable on the parties hereto (the “Auditor Determination”). The fees and expenses of the Auditor shall be allocated to be paid by Purchaser, on the one hand, and/or the Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Auditorexpenses. (c) Upon If the determinationCash Merger Consideration as recalculated pursuant to Section 3.8(b) is in excess of the Estimated Cash Merger Consideration, then the Parent shall pay within three (3) Business Days following the final determination thereof in accordance with Section 3.4(b), of the Closing Statement and the final calculations of the amounts of the Closing Cash, the Closing Indebtedness, the Closing Net Working Capital and the Net Working Capital Adjustment calculated by reference thereto, the Aggregate Purchase Price shall be recalculated using such finally determined amounts in lieu of the estimates of such amounts used in the calculation of the estimated Aggregate Purchase Price payable at Closing as follows: (i) If the Aggregate Purchase Price as calculated pursuant to this Section 3.4(c) is greater than such estimated Aggregate Purchase Price3.8, then the Purchaser shall pay to, or cause to be paid to, the Seller an amount equal to any such excess; and (ii) If the Aggregate Purchase Price as calculated pursuant to this Section 3.4(c) is less than such estimated Aggregate Purchase Price then the Seller shall pay to or as directed by the Purchaser an amount equal to any such deficiency. Any payments made by the Purchaser to the Seller or by the Seller to the Purchaser pursuant to this Section 3.4(c) shall be made by via wire transfer of immediately available funds no later than to an account designated in advance by the Member Representative to the Parent, such excess to the Member Representative, for further distribution to the applicable PURO Equityholders, based on their respective Ownership Percentages. If the Estimated Cash Merger Consideration is in excess of the Cash Merger Consideration as recalculated pursuant to Section 3.8(b) (such amount, the “Cash Merger Consideration Excess”), then (i) if an Escrow Account has been established pursuant to this Agreement, the Member Representative and the Parent shall deliver joint written instructions within three (3) Business Days after following the final determination referred thereof in accordance with this Section 3.8 to the Escrow Agent instructing the Escrow Agent to distribute to the Parent an amount in cash equal to the lesser of (1) the Cash Merger Consideration Excess and (2) funds on deposit in the first sentence Escrow Account (with any remaining portion of this Section 3.4(cthe Cash Merger Consideration Excess not satisfied from funds on deposit in the Escrow Account to be satisfied by the forfeiture and cancellation of that number of shares of Common Stock issued to the PURO Members which are not Indemnity Shares and having a value equal to such remaining portion (at a price per share equal to $2.00) and shall be deemed (ii) if an Escrow Account has not been established pursuant to be adjustments this Agreement, by the forfeiture and cancellation of that number of shares of Common Stock issued to the Aggregate Purchase Price for all Tax purposesPURO Members which are not Indemnity Shares having a value equal to the Cash Merger Consideration Excess (at a price per share equal to $2.00).

Post-Closing Purchase Price True-Up. (a) As promptly as possibleOn a date that is mutually agreed to by the parties and in no event, but later than seven (7) Business Days following the Closing, representatives of Purchaser and the Seller Representative will jointly proceed with a physical stocktaking of the inventory (including raw materials, componentry, work in process and finished Products) of the Company and the Company Subsidiaries, consistent with GAAP and the Company’s historical procedures for the taking of a full year-end physical inventory count, including the Company’s inventory reserve policies. At the end of the physical count, on the same day if practicable and at the latest on the following Business Day, Purchaser and Seller Representative shall prepare and sign a certificate, stating in reasonable detail the quantities of each product or each product family and reflecting all shipments of finished Products made by, or shipments of raw materials inventories received by, the Company or any event within 60 Company Subsidiary on and after the Closing Date. In the absence of manifest error, such certificate shall be binding upon the parties and shall be used for purposes of the Initial Purchase Price Calculation Statement. (b) Within sixty (60) days after the Closing Date, Purchaser will shall prepare and deliver to Seller, the Seller Representative a written statement (the “Closing "Initial Purchase Price Calculation Statement”") setting forth the Purchaser’s 's calculations (the “"Purchaser’s 's Proposed Calculations”") of of: (i) the amount of the Closing Cash, ; (ii) the amount of the Closing Indebtedness and Indebtedness; (iii) the amount of all Employer Taxes; and (iv) the amount of the Closing Net Working Capital and the Net Working Capital Adjustment (the adjustment will not reflect any adjustment for trade and coupon accruals, which will be finalized ninety (90) days after the Closing Date in accordance with the guidelines identified below in this clause (b)) calculated by reference thereto, which calculations shall be made as of 12:01 a.m., Pacific Time, on the Closing Date in accordance with GAAP. The Initial Purchase Price Calculation Statement shall contain a recalculation of the estimated Purchase Price used at Closing based on the foregoing amounts. (i) Purchaser shall be entitled to a payment from the Escrow Account in an amount equal to the positive amount, if any, of (1) the expense incurred by the Company and the Company Subsidiaries with respect to coupons issued prior to Closing that are redeemed in the Ordinary Course of Business during the initial ninety (90) days following Closing minus (2) the amount of reserves on the accounting records of the Company and the Company Subsidiaries immediately prior to Closing with respect to such expense. (ii) Purchaser shall be entitled to a payment from the Escrow Account in an amount equal to the positive amount, if any, of (1) the aggregate expense incurred by the Company and the Company Subsidiaries for trade promotions reimbursements that are requested during the initial ninety (90) days following Closing by Costco, Target and BJs in the Ordinary Course of Business with respect to trade promotions conducted by such customers prior to Closing minus (2) the aggregate amount of reserves on the accounting records of the Company and the Company Subsidiaries immediately prior to Closing with respect to trade promotions expense for such three customers. (iii) Within thirty (30) days after its receipt of the Initial Purchase Price Calculation Statement, the Seller Representative shall notify the Purchaser in writing of its agreement or disagreement with the Initial Purchase Price Calculation Statement and the accuracy of any of the Purchaser's Proposed Calculations (and during such 30-day period, the Purchaser shall grant the Seller Representative and its accountants reasonable access to all work papers, schedules and calculations used in the preparation of the Initial Purchase Price Calculation Statement). If the Seller Representative does not dispute any aspect of the Initial Purchase Price Calculation Statement or the amount of any of the Purchaser's Proposed Calculations within such 30-day period, then the Initial Purchase Price Calculation Statement and the Purchaser's Proposed Calculations shall be conclusive and binding upon Purchaser and the Sellers (the "Final Purchase Price Calculation Statement"). (iv) If the Seller Representative disputes any aspect of the Initial Purchase Price Calculation Statement or the amount of any of the Purchaser's Proposed Calculations within such 30-day period, then the Seller Representative shall have the right to direct its independent accountants, at the Seller Representative's expense, to review and verify the accuracy of the Initial Purchase Price Calculation Statement. In such event, the Seller Representative and its accountants shall complete their review and verification of the Initial Purchase Price Calculation Statement within sixty (60) days after the Seller Representative's receipt thereof and, if the Seller Representative and its accountants, after such review and verification, still disagree with the Purchaser's Proposed Calculations, the Seller Representative shall submit its proposed alternative calculations ("Sellers' Proposed Calculations") of the amount of the Closing Cash, the amount of the Closing Indebtedness, the amount of the Employer Taxes, the amount of the Closing Net Working Capital and the Net Working Capital Adjustment calculated by reference thereto, and containing a recalculation of the estimated Purchase Price used at Closing based on the foregoing amounts, to Purchaser in writing within sixty-five (65) days after the Seller Representative's receipt of the Initial Purchase Price Calculation Statement. (v) If Purchaser agrees to such changes, or fails to object within thirty (30) days after its receipt of Sellers' Proposed Calculations, Sellers' Proposed Calculations shall be used to determine the Final Purchase Price Calculation Statement. If, however, Purchaser objects to Sellers' Proposed Calculations within thirty (30) days after its receipt thereof, then, within a 30-day period after the date of Purchaser's objection to Sellers' Proposed Calculations, the Seller Representative and Purchaser shall seek in good faith to resolve any differences which calculations they may have with respect to any matter specified in the Sellers' Proposed Calculations. If the Seller Representative and Purchaser do not resolve all such objections to Sellers' Proposed Calculations on a mutually agreeable basis within such 30-day period, any such objection to Sellers' Proposed Calculations as to which Purchaser and the Seller Representative cannot agree upon may be submitted by Purchaser or Seller Representative to KPMG, LLP, which the parties acknowledge is a mutually acceptable firm (such firm, the "Independent Accounting Firm") to resolve the remaining disputed items (the "Remaining Disputed Items") by conducting the Independent Accounting Firm's own review and verification of the Initial Purchase Price Calculation Statement, and thereafter selecting either Sellers' Proposed Calculations of the Remaining Disputed Items or the Purchaser's Proposed Calculations of the Remaining Disputed Items or an amount in between the two. The Sellers and Purchaser shall be bound by the determination of the Remaining Disputed Items by the Independent Accounting Firm and such determination shall be used to determine the Final Purchase Price Calculation Statement. (vi) Purchaser and the Seller Representative agree to execute, if requested by the Independent Accounting Firm, an engagement letter containing reasonable and customary terms. Purchaser shall pay its own costs and expenses incurred under this Section 4.4(b) and the Seller Representative shall pay its own costs and expenses incurred under this Section 4.4(b) on behalf of the Sellers. The costs and expenses of the Independent Accounting Firm shall be borne one-half by Purchaser and one-half by the Sellers, and paid by the Seller Representative on behalf of the Sellers. The Independent Accounting Firm shall act as an arbitrator to determine, based upon the provisions of this Section 4.4(b), only the Remaining Disputed Items and the determination of each amount of the Remaining Disputed Items shall be made in accordance with GAAP, except as the procedures set forth on Schedule 3.4in this Section 4.4(b) and, applied on a basis consistent with in any event, shall be no less than the Most Recent Balance Sheet. The Closing Statement shall contain a recalculation, if any, lesser of the Aggregate Purchase Price based on the foregoing amounts. (b) After delivery of the Closing Statement, amount claimed by either Purchaser or the Seller and its accountants shall be permitted reasonable access to review the Company’s and Elmwood’s books and records and work papers related to the preparation of the Closing Statement. The Seller and its accountants may make inquiries of Purchaser, the Company, Elmwood and their respective accountants and employees regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and Purchaser shall use itsRepresentative, and shall cause the Company and Elmwood to use their, reasonable best efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. If the Seller has any objections to the Closing Statement, the Seller shall deliver to Purchaser a statement setting forth a description in reasonable detail of its objections thereto (an “Objections Statement”). If an Objections Statement is not delivered to Purchaser within 60 days after the delivery of the Closing Statement, the Closing Statement shall be final, binding and non-appealable by the parties hereto. The Seller and Purchaser shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Purchaser and the Seller, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within 15 days after the delivery of the Objections Statement, the Seller and Purchaser shall submit such dispute to Ernst & Young LLP (or if Ernst & Young LLP refuses to accept the engagement, then such other party as Purchaser and the Seller shall use reasonable efforts to mutually agree upon) (the “Auditor”) who shall resolve all such disagreements in accordance with this Agreement and to the extent not inconsistent with this Agreement in accordance with GAAP, except as set forth on Schedule 3.4. applied on a basis consistent with the Company’s accounting practices and procedures, subject to any adjustments or deviations set forth on the Disclosure Schedules attached hereto. Purchaser and Seller shall immediately enter into a customary engagement letter with the Auditor at the time the issues in dispute are submitted to the Auditor. The Seller and Purchaser shall use their commercially reasonable efforts to cause the Auditor to resolve all such disagreements as soon as practicable. The Auditor shall address only those issues in dispute, and may not assign a value to any item no greater than the greatest value for such item greater of the amount claimed by a party either Purchaser or lower than the lowest value claimed by a party. Neither the Seller nor Purchaser shall have any ex parte conversations or meetings with the Auditor with respect to any issues for which the Auditor is engaged pursuant to this Agreement, without the prior consent of the other parties. The resolution of the dispute by the Auditor shall be final, binding and non-appealable on the parties hereto (the “Auditor Determination”). The fees and expenses of the Auditor shall be allocated to be paid by Purchaser, on the one hand, and/or the Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the AuditorRepresentative. (c) Upon the determination, in accordance with Section 3.4(b4.4(b), of the Closing Final Purchase Price Calculation Statement and the final calculations of the amounts of the Closing Cash, the Closing Indebtedness, the Employer Taxes, the Closing Net Working Capital and the Net Working Capital Adjustment calculated by reference thereto, the Aggregate Purchase Price shall be recalculated using such finally determined amounts in lieu of the estimates of such amounts used in the calculation of the estimated Aggregate Purchase Price payable at Closing as followsClosing: (i) If the Aggregate Purchase Price as calculated recalculated pursuant to this Section 3.4(c4.4(c) is greater than such the estimated Aggregate Purchase PricePrice set forth on the Estimated Purchase Price Calculation Statement (the "Excess Amount"), then the Purchaser shall pay to, or cause to be paid to, to the Seller an amount equal Representative (for distribution to any such excess; andSellers) and to the Company (on behalf of each Optionholder), in cash, their respective Fully Diluted Pro Rata Share of the Excess Amount (subject to Tax Withholdings with respect to payments of the Excess Amount to Optionholders). (ii) If the Aggregate Purchase Price as calculated recalculated pursuant to this Section 3.4(c4.4(c) is less than such the estimated Aggregate Purchase Price set forth on the Estimated Purchase Price Calculation Statement (the "Deficiency"), then the Seller Representative and the Purchaser shall pay jointly direct the Escrow Agent to release funds to be paid to or as directed by Purchaser out of the Escrow Account up to the Adjustment Escrow Amount no later than three (3) Business Days after the Final Purchase Price Calculation Statement shall have become final and binding on the parties. To the extent the Adjustment Escrow Amount is insufficient to cover the full amount of the Deficiency, the Keen Managed Reserve Trust shall be liable for such insufficiency and pay such amount to or as directed by Purchaser an amount equal to any such deficiency. simultaneously with the payment from the Escrow Account. (iii) Any payments made by the Purchaser to the Seller Representative, the Sellers or the Optionholders, or by the Seller Sellers and the Optionholders to the Purchaser Purchaser, pursuant to this Section 3.4(c4.4(c) shall be made by wire transfer of immediately available funds no later than three Business Days after the final determination referred to in the first sentence of this Section 3.4(c) and shall be deemed to be adjustments to the Aggregate Purchase Price for all Tax purposes. (d) Prior to the determination of the Final Purchase Price Calculation Statement, Purchaser shall not directly or indirectly make any changes to the books and records of the Company or the Company Subsidiaries relating to periods prior to the Closing. Subject to this Section 4.4, no change to the accounting methods, policies, practices or procedures made with respect to the Company or any of the Company Subsidiaries made after Closing shall give rise to any Liability of any Seller under this Agreement, whether pursuant to Article 11 or otherwise.

Post-Closing Purchase Price True-Up. (a) As promptly as possible, but in any event within 60 Within ninety (90) days after the Closing Date, the Purchaser will shall prepare and deliver to Seller, the Seller Representative a written statement (the “Closing Final Purchase Price Calculation Statement”) setting forth the Purchaser’s calculations (calculation of the “Purchaser’s Proposed Calculations”) amount of (i) the amount of the Closing Cash, (ii) the amount of the Closing Indebtedness and Indebtedness, (iii) the amount of the Company Transaction Expenses and (iv) Closing Net Working Capital and the Net Working Capital Adjustment calculated by reference thereto, which calculations shall be made in accordance with GAAP, except as set forth Schedule 1 hereto and based solely on Schedule 3.4, applied on a basis consistent with the Most Recent Balance Sheetfacts and circumstances of the Company and the Company Subsidiaries at or prior to Closing. The Closing Final Purchase Price Calculation Statement shall contain a recalculation, if any, recalculation of the Aggregate Purchase Price based on the foregoing amountsamounts of Closing Cash, Closing Indebtedness, Company Transaction Expenses and Closing Net Working Capital and the Net Working Capital Adjustment. (b) After During the 30-day period following delivery of the Closing Final Purchase Price Calculation Statement, the Purchaser shall provide the Seller and its accountants shall be permitted Representative with reasonable access to review the Company’s and Elmwood’s books and records and records, work papers related to the preparation and personnel of the Closing Statement. The Seller Purchaser and its accountants may make inquiries of Purchaser, the Company, Elmwood Affiliates and their respective accountants and employees regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereofadvisors relating to such Final Purchase Price Calculation Statement, and the Purchaser shall use itsshall, and shall cause the Company its Affiliates and Elmwood to use theiradvisors to, reasonable best efforts to cause any such accountants and employees to reasonably cooperate with the Seller Representative, including by providing it with any other information reasonably requested by the Seller Representative in connection with its review of the Final Purchase Price Calculation Statement. The Final Purchase Price Calculation Statement shall become final and respond binding on the 30th day following delivery thereof, unless on or prior to the end of such 30-day period, the Seller Representative delivers to the Purchaser written notice of its disagreement (a “Notice of Disagreement”) with the calculation of Closing Cash, Closing Indebtedness, Company Transaction Expenses and Closing Net Working Capital and the Net Working Capital Adjustment calculated with reference thereto, and the Aggregate Purchase Price, specifying the nature and amount of any disputed item. (c) During the 20-day period following delivery of a Notice of Disagreement by the Seller Representative to the Purchaser, the parties in good faith shall seek to resolve any differences that they may have with respect to the matters specified therein. Any disputed items resolved between the Purchaser and the Seller Representative within such 20-day period shall be final and binding with respect to such inquiriesitems, and if the Purchaser and the Seller Representative agree on the resolution of each disputed item specified by the Seller Representative in the Notice of Disagreement and the amount of Closing Cash, Closing Indebtedness, Company Transaction Expenses and Closing Net Working Capital, the amount so determined shall be final and binding on the parties for all purposes hereunder. If the Purchaser and the Seller has any objections Representative have not resolved all such differences by the end of such 20-day period, the Purchaser and the Seller Representative shall, no later than ten (10) days following the end of such 20-day period, submit, in writing, to an independent public accounting firm (the “Independent Accounting Firm”), their briefs detailing their views as to the correct nature and amount of each item remaining in dispute, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of Closing StatementCash, Closing Indebtedness, Company Transaction Expenses and Closing Net Working Capital, which determination shall be final and binding on the parties for all purposes hereunder. The Independent Accounting Firm shall be authorized to resolve only those items remaining in dispute between the parties in accordance with the provisions of this Section 2.07 within the range of the difference between the Seller shall deliver to Purchaser a statement setting forth a description in reasonable detail of its objections thereto (an “Objections Statement”). If an Objections Statement is not delivered to Purchaser within 60 days after the delivery of the Closing Statement, the Closing Statement shall be final, binding and non-appealable by the parties hereto. The Seller and Purchaser shall negotiate in good faith to resolve any objections Representative’s position set forth in the Objections Notice of Disagreement with respect thereto and the Purchaser’s position set forth in the Final Purchase Price Calculation Statement (and all with respect thereto. The determination of the Independent Accounting Firm shall be accompanied by a certificate of the Independent Accounting Firm that it reached such discussions related thereto shalldetermination in accordance with the provisions of this Section 2.07. The Independent Accounting Firm shall be Deloitte & Touche LLP or, unless otherwise if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed by Purchaser and the Seller, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within 15 days after the delivery of the Objections Statement, the Seller and Purchaser shall submit such dispute to Ernst & Young LLP (or if Ernst & Young LLP refuses to accept the engagement, then such other party as Purchaser and the Seller Representative. The Independent Accounting Firm shall use reasonable efforts to mutually agree upon) (render a written decision resolving the “Auditor”) who shall resolve all such disagreements in accordance with this Agreement and to the extent not inconsistent with this Agreement in accordance with GAAP, except as set forth on Schedule 3.4. applied on a basis consistent with the Company’s accounting practices and procedures, subject to any adjustments or deviations set forth on the Disclosure Schedules attached hereto. Purchaser and Seller shall immediately enter into a customary engagement letter with the Auditor at the time the issues in dispute are matters submitted to it within 20 days following the Auditorsubmission thereof. Judgment may be entered upon the written determination of the Independent Accounting Firm in any court referred to in Section 11.12. The Seller and Purchaser shall use their commercially reasonable efforts to cause the Auditor to resolve all such disagreements as soon as practicable. The Auditor shall address only those issues in dispute, and may not assign a value to costs of any item greater than the greatest value for such item claimed by a party or lower than the lowest value claimed by a party. Neither the Seller nor Purchaser shall have any ex parte conversations or meetings with the Auditor with respect to any issues for which the Auditor is engaged dispute resolution pursuant to this AgreementSection 2.07(c), without including the prior consent of the other parties. The resolution of the dispute by the Auditor shall be final, binding and non-appealable on the parties hereto (the “Auditor Determination”). The fees and expenses of the Auditor Independent Accounting Firm and of any enforcement of the determination thereof, shall be allocated to be paid borne by Purchaser, the Purchaser and the Sellers in inverse proportion as they may prevail on the one handmatters resolved by the Independent Accounting Firm, and/or the Seller, which proportionate allocation shall be calculated on an aggregate basis based on the other hand, based upon the percentage which the portion relative dollar values of the contested amount not awarded to amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the representatives of each party bears to incurred in connection with their preparation or review of the amount actually contested Final Purchase Price Calculation Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party, as determined by the Auditor. (cd) Upon the final determination, in accordance with this Section 3.4(b)2.07, of the Closing Final Purchase Price Calculation Statement and the final calculations of the amounts amount of the Closing Cash, the Closing Indebtedness, the Company Transaction Expenses and Closing Net Working Capital and the Net Working Capital Adjustment calculated by reference thereto, the Aggregate Purchase Price shall be recalculated using such finally determined amounts in lieu of the estimates of such amounts used in the calculation of the estimated Aggregate Purchase Price payable at Closing as follows:the Closing. (i) If the Aggregate Purchase Price as calculated finally determined pursuant to this Section 3.4(c2.07 (the “Final Aggregate Purchase Price”) is greater than such exceeds the estimated Aggregate Purchase PricePrice (the “Purchase Price Shortfall”), then the Purchaser shall pay to, or cause to be paid toto the Seller Representative, for distribution to the Sellers, the Seller Purchase Price Shortfall. Each Stockholder will be entitled to receive an amount equal to any the product of (A) the Purchase Price Shortfall and (B) a fraction equal to (x) the number of Shares owned by such excess; andStockholder at Closing divided by (y) the Fully Diluted Shares, payable in cash by bank wire transfer of immediately available funds to an account or accounts designated by the Seller Representative at the Closing. Each Optionholder will be entitled to receive an amount (subject to applicable withholding Tax) equal to the product of (A) the Purchase Price Shortfall and (B) a fraction equal to (x) the number of shares of Common Stock underlying the Options held by such Optionholder at the Closing divided by (y) the Fully Diluted Shares. Purchaser shall pay the portion of the Purchase Price Shortfall payable in respect of the Options to the Company, and the Company shall in turn pay such portion of the Purchase Price Shortfall (subject to applicable withholding Tax) as promptly as practicable thereafter through the Company’s payroll. (ii) If the estimated Aggregate Purchase Price as calculated exceeds the Final Aggregate Purchase Price (the “Purchase Price Excess”), the Sellers shall pay or cause to be paid to the Purchaser, the Purchase Price Excess. With respect thereto, each Stockholder shall pay to the Seller Representative, for payment to the Purchaser, an amount equal to the product of (A) the Purchase Price Excess and (B) a fraction equal to (x) the number of Shares owned by such Stockholder at Closing divided by (y) the Fully Diluted Shares, payable in cash by bank wire transfer of immediately available funds to an account or accounts designated by the Seller Representative; and further, with respect thereto, each Optionholder shall pay to the Seller Representative for payment to the Company an amount payable to the Purchaser equal to the product of (A) the Purchase Price Excess and (B) a fraction equal to (x) the number of shares of Common Stock underlying the Options held by such Optionholder at the Closing divided by (y) the Fully Diluted Shares. (e) Any payments required pursuant to this Section 3.4(c) is less than such estimated Aggregate Purchase Price then the Seller shall pay to or as directed by the Purchaser an amount equal to any such deficiency. Any payments made by the Purchaser to the Seller or by the Seller to the Purchaser pursuant to this Section 3.4(c) 2.07 shall be (i) made by wire transfer of immediately available funds no later than three (3) Business Days after the final determination referred of Closing Cash, Closing Indebtedness, Company Transaction Expenses and Closing Net Working Capital pursuant to in the first sentence provisions of this Section 3.4(c2.07 and (ii) and shall be deemed to be adjustments an adjustment to the Aggregate Purchase Price for all Tax purposes.

Post-Closing Purchase Price True-Up. (a) As promptly as possible, but in any event within 60 No later than ninety (90) days after following the Closing Date, Purchaser will deliver the Buyer shall cause to Seller, be prepared and delivered to the Seller a written statement (the “Closing Statement”) setting forth consisting of (i) an unaudited balance sheet of the Purchaser’s calculations Company, prepared in accordance with the Accounting Principles, as of immediately prior to the Closing (for the avoidance of doubt, after giving effect to the Pre-Closing Events) (the “PurchaserClosing Date Balance Sheet”), (ii) a calculation of the amount of the Adjusted Net Worth as of immediately prior to the Closing, but after giving effect to the Pre-Closing Events, derived from the Closing Date Balance Sheet and (iii) a calculation of the Closing Purchase Price in accordance with the third sentence of Section 1.3. Items (i) through (iii) of the Closing Statement shall be prepared substantially in the form of the Estimated Closing Statement. The Closing Statement will be accompanied by reasonable information and detail to support the calculation of the amounts set forth thereon. (b) The Seller shall have forty-five (45) days from the date on which the Closing Statement is delivered to the Seller to review the Closing Statement (including the Closing Date Balance Sheet and the calculation of Adjusted Net Worth) (such period of time, the “Review Period”). During the Review Period, the Buyer shall cooperate with the Seller and its Representatives in their review of the Closing Statement, shall provide, or cause the Company to provide, to the Seller and its Representatives, reasonable access, upon reasonable notice during normal business hours, to all books, records and working papers of the Company to the extent reasonably related or relevant to preparing and analyzing the Closing Statement, shall request, or cause the Company to request, that the Company’s Proposed Calculationsindependent accountants and auditors provide the Seller and its Representatives reasonable access to all their working papers relevant to the Closing Statement (subject to the Seller and its Representatives entering into any customary undertakings relating to such access to working papers in form and substance reasonably acceptable to auditors and accountants), and shall make available, or cause the Company to make available, upon reasonable notice during normal business hours, the individuals then in its or their employ or the employ of their Affiliates, if any, responsible for and knowledgeable about the information used in, and the preparation of, the Closing Statement, in order to respond to the reasonable inquiries of the Seller. The Closing Statement (including the Closing Date Balance Sheet and the calculation of Adjusted Net Worth) shall become final and binding upon the parties at 5:00 p.m. New York City time on the forty-fifth (45th) day of the Review Period, unless the Seller gives written notice of its disagreement with the Closing Statement (such written notice, a “Notice of Disagreement”) to the Buyer on or prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a Notice of Disagreement is received by the Buyer in a timely manner, then the Closing Statement (including the Closing Date Balance Sheet and the calculation of Adjusted Net Worth) (as revised in accordance with this sentence) shall become final and binding upon the Seller and the Buyer on the earlier of (i) the amount date the Seller and the Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of the Closing Cash, Disagreement or (ii) the amount date any disputed matters are finally resolved in writing by the Independent Accounting Firm. (c) During the fifteen (15)-day period following the delivery of a Notice of Disagreement (such period of time, the “Resolution Period”), the Seller and the Buyer shall 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. During the Resolution Period, each party shall use its reasonable best efforts to provide to the other party all information and reasonable access to employees as such other party shall reasonably request in connection with review of the Closing Indebtedness and (iii) Statement or the amount Notice of Disagreement, as the case may be, including all work papers of the Closing Net Working Capital accountants who audited, compiled or reviewed such statements or notices (subject to the other party and the Net Working Capital Adjustment calculated by reference theretoits Representatives entering into any customary undertakings relating to such access to working papers in form and substance reasonably acceptable to auditors and accountants), which calculations and shall be made cooperate in accordance good faith with GAAP, except as set forth on Schedule 3.4, applied on such other party to arrive at a basis consistent with the Most Recent Balance Sheet. The Closing Statement shall contain a recalculation, if any, of the Aggregate Purchase Price based on the foregoing amounts. (b) After delivery final determination of the Closing Statement, . (d) In the event that the Seller and its accountants shall be permitted reasonable access the Buyer are unable to review the Company’s and Elmwood’s books and records and work papers related to the preparation of the Closing Statement. The Seller and its accountants may make inquiries of Purchaser, the Company, Elmwood and their respective accountants and employees regarding questions concerning agree on any item or disagreements with items shown or reflected in the Closing Statement arising in within the course Resolution Period, each of their review thereof, the Seller and Purchaser the Buyer shall prepare separate written reports of such unresolved item or items and deliver such reports to the Independent Accounting Firm within fifteen (15) days after the expiration of the Resolution Period. The parties shall use its, and shall cause the Company and Elmwood to use their, their respective reasonable best efforts to cause the Independent Accounting Firm to, as soon as practicable and in any event within fifteen (15) days after receiving such accountants written reports, determine the manner in which such item or items shall be treated in the Closing Statement; provided, however, that the dollar amount of each item in dispute shall be determined within the range of dollar amounts proposed by the Seller, on the one hand, and employees the Buyer, on the other hand. The parties acknowledge and agree that (i) the review by and determinations of the Independent Accounting Firm shall be limited to, and only to, the unresolved item or items contained in the reports prepared and submitted to the Independent Accounting Firm by the Seller and the Buyer, and (ii) the determinations by the Independent Accounting Firm shall be based solely on (A) such reports submitted by the Seller and the Buyer and the basis for the Seller’s and the Buyer’s respective positions, (B) the formula for the Closing Purchase Price described in Section 1.3 hereof and (C) the Accounting Principles. The Seller and the Buyer agree to enter into an engagement letter with the Independent Accounting Firm containing customary terms and conditions for this type of engagement. The parties shall use their reasonable best efforts to cooperate with and respond provide information and documentation, including work papers, to assist the Independent Accounting Firm. Any such information or documentation provided by any party to the Independent Accounting Firm shall be concurrently delivered to the other party, subject, in the case of the work papers of the accountants and auditors for the providing party, to such inquiriesother party entering into a customary release agreement with respect thereto. If the Seller has any objections Neither party shall disclose to the Closing StatementIndependent Accounting Firm, and the Seller Independent Accounting Firm shall deliver not consider for any purposes, any settlement discussions or settlement offers made by either party with respect to Purchaser a statement setting forth a description any objection under this Section 1.4. The determinations by the Independent Accounting Firm as to the item or items in reasonable detail of its objections thereto (an “Objections Statement”). If an Objections Statement is not delivered to Purchaser within 60 days after the delivery of the Closing Statement, the Closing Statement dispute shall be in writing and shall be final, binding and non-appealable conclusive for all purposes of determining the Purchase Price and shall be an expert determination under applicable Law governing expert determination and appraisal proceedings. Either party hereto may petition the New York courts to reduce such decision to judgment. The fees, costs and expenses of retaining the Independent Accounting Firm shall be borne fifty percent (50%) by the Seller and fifty percent (50%) by the Buyer. Following the resolution of all disputed items (or, if there is no dispute, promptly after the parties heretoreach agreement on the Closing Statement), the Buyer shall revise the Closing Statement (including the Closing Date Balance Sheet, the calculation of Adjusted Net Worth and the calculation of the Closing Purchase Price in accordance with the third sentence of Section 1.3) to reflect the resolution of any disputed items (as so revised, the “Final Closing Statement” and the balance sheet included therein, the “Final Closing Date Balance Sheet”) and shall deliver a copy thereof to the Seller. The Seller and Purchaser Adjusted Net Worth as of immediately prior to the Closing, but after giving effect to the Pre-Closing Events, reflected in the applicable Final Closing Date Balance Sheet shall negotiate in good faith be referred to resolve any objections as the “Final Closing Adjusted Net Worth”. (e) Effective upon the end of the Review Period (if a timely Notice of Disagreement is not delivered), or upon the resolution of all matters set forth in the Objections Statement Notice of Disagreement (and all such discussions related thereto shall, unless otherwise agreed if a timely Notice of Disagreement is delivered) either by Purchaser and the Seller, be governed by Rule 408 mutual agreement of the Federal Rules parties or by the Independent Accounting Firm, the Closing Purchase Price shall be subject to adjustment as follows: (i) if the Final Closing Adjusted Net Worth is less than the Estimated Closing Adjusted Net Worth, the Closing Purchase Price shall be reduced by the amount equal to the amount by which the Final Closing Adjusted Net Worth is less than the Estimated Closing Adjusted Net Worth, which amount shall be paid by the Seller to the Buyer in accordance with the provisions of Evidence this Section 1.4(e) and (and any applicable similar state ruleii) if the Final Closing Adjusted Net Worth is greater than the Estimated Closing Adjusted Net Worth, the Closing Purchase Price shall be increased by the amount equal to the amount by which the Final Closing Adjusted Net Worth is greater than the Estimated Closing Adjusted Net Worth, which amount shall be paid by the Buyer to the Seller in accordance with the provisions of this Section 1.4(e). With respect to the adjustment to the Closing Purchase Price (A) in clause (i) of this Section 1.4(e), but if they do not reach a final resolution the Seller shall pay (or cause to be paid) to the Buyer by wire transfer of immediately available funds, within 15 days after five (5) Business Days following the delivery of the Objections Final Closing Statement, together with interest thereon compounded daily at the Interest Rate as in effect on the date of payment, calculated on the basis of the actual number of days elapsed divided by three hundred and sixty-five (365), from the Closing Date to the date of payment, to an account or accounts designated by the Buyer in writing and (B) in clause (ii) of this Section 1.4(e), the Buyer shall pay to the Seller by wire transfer of immediately available funds, within five (5) Business Days following the delivery of the Final Closing Statement, together with interest thereon compounded daily at the Interest Rate as in effect on the date of payment, calculated on the basis of the actual number of days elapsed divided by three hundred and Purchaser shall submit such dispute sixty-five (365), from the Closing Date to Ernst & Young LLP (the date of payment, to an account or if Ernst & Young LLP refuses accounts designated by the Seller in writing. To the extent permitted under applicable Tax law, the parties agree to accept treat any payment made under this Section 1.4(e) as an adjustment to the engagementPurchase Price for all federal, then such other party as Purchaser state, local and foreign Tax purposes, and the Seller parties agree to, and shall use reasonable efforts to mutually agree uponcause their respective Affiliates to, file their Tax Returns accordingly. (f) (Following the “Auditor”) who Closing, neither party shall resolve all such disagreements in accordance with this Agreement take any action, and to the extent not inconsistent with this Agreement in accordance with GAAP, except as set forth on Schedule 3.4. applied on a basis consistent with the Company’s accounting practices and procedures, subject to any adjustments or deviations set forth on the Disclosure Schedules attached hereto. Purchaser and Seller Buyer shall immediately enter into a customary engagement letter with the Auditor at the time the issues in dispute are submitted to the Auditor. The Seller and Purchaser shall use their commercially reasonable efforts to cause the Auditor Company not to resolve all such disagreements as soon as practicable. The Auditor shall address only those issues in disputetake any action, and may not assign a value to any item greater than the greatest value for such item claimed by a party or lower than the lowest value claimed by a party. Neither the Seller nor Purchaser shall have any ex parte conversations or meetings with the Auditor with respect to any issues for the accounting books and records on which the Auditor Closing Statement is engaged pursuant to this Agreement, without the prior consent of the other parties. The resolution of the dispute by the Auditor shall be final, binding and non-appealable on the parties hereto (the “Auditor Determination”). The fees and expenses of the Auditor shall be allocated to be paid by Purchaser, on based that would obstruct or prevent the one hand, and/or the Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Auditor. (c) Upon the determination, in accordance with Section 3.4(b), preparation of the Closing Statement and the final calculations determination of the amounts of the Final Closing Cash, the Closing Indebtedness, the Closing Adjusted Net Working Capital and the Net Working Capital Adjustment calculated by reference thereto, the Aggregate Purchase Price shall be recalculated using such finally determined amounts Worth as provided in lieu of the estimates of such amounts used in the calculation of the estimated Aggregate Purchase Price payable at Closing as follows: (i) If the Aggregate Purchase Price as calculated pursuant to this Section 3.4(c) is greater than such estimated Aggregate Purchase Price, then the Purchaser shall pay to, or cause to be paid to, the Seller an amount equal to any such excess; and (ii) If the Aggregate Purchase Price as calculated pursuant to this Section 3.4(c) is less than such estimated Aggregate Purchase Price then the Seller shall pay to or as directed by the Purchaser an amount equal to any such deficiency. Any payments made by the Purchaser to the Seller or by the Seller to the Purchaser pursuant to this Section 3.4(c) shall be made by wire transfer of immediately available funds no later than three Business Days after the final determination referred to in the first sentence of this Section 3.4(c) and shall be deemed to be adjustments to the Aggregate Purchase Price for all Tax purposes1.4.

Post-Closing Purchase Price True-Up. (a) As promptly as possible, but in any event within 60 days after the Closing DateClosing, Purchaser Buyer will deliver to Seller, a written statement (the “Closing Statement”) setting forth the PurchaserBuyer’s calculations (the “PurchaserBuyer’s Proposed Calculations”) of (i) the amount of the Closing CashCash Consideration, (ii) the amount of the Closing Indebtedness and (iii) the amount of the Closing Net Working Capital and the Net Working Capital Adjustment calculated by reference thereto, which calculations shall be made in accordance with GAAP, except as set forth on Schedule 3.43.04, applied on a basis consistent with the Most Recent Balance Sheet. The Closing Statement shall contain a recalculation, if any, of the Aggregate Purchase Price based on the foregoing amounts. (b) After delivery of the Closing Statement, the Seller and its accountants shall be permitted reasonable access to review the Company’s and Elmwood’s Target Companies’ books and records and work papers related to the preparation of the Closing Statement. The Seller and its accountants may make inquiries of PurchaserBuyer, the Company, Elmwood Target Companies and their respective accountants and employees regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and Purchaser Buyer shall use its, and shall cause the Company and Elmwood Target Companies to use their, reasonable best efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. If the Seller has any objections to the Closing Statement, the Seller shall deliver to Purchaser Buyer a statement setting forth a description in reasonable detail of its objections thereto (an “Objections Statement”). If an Objections Statement is not delivered to Purchaser Buyer within 60 days after the delivery of the Closing Statement, the Closing Statement shall be final, binding and non-appealable by the parties hereto. The Seller and Purchaser Buyer shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Purchaser Buyer and the Seller, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within 15 days after the delivery of the Objections Statement, the Seller and Purchaser Buyer shall submit such dispute to Ernst & Young LLP (or if Ernst & Young LLP refuses to accept the engagement, then such other a party as Purchaser Buyer and the Seller shall use reasonable efforts to mutually agree upon) (the “Auditor”) who shall resolve all such disagreements in accordance with this Agreement and to the extent not inconsistent with this Agreement in accordance with GAAP, except as set forth on Schedule 3.4. 3.04, applied on a basis consistent with the Company’s Target Companies accounting practices and procedures, subject to any adjustments or deviations set forth on the Disclosure Schedules attached hereto. Purchaser Buyer and Seller shall immediately enter into a customary engagement letter with the Auditor at the time the issues in dispute are submitted to the Auditor. The Seller and Purchaser Buyer shall use their commercially reasonable efforts to cause the Auditor to resolve all such disagreements as soon as practicable. The Auditor shall address only those issues in dispute, and may not assign a value to any item greater than the greatest value for such item claimed by a party or lower than the lowest value claimed by a party. Neither the Seller nor Purchaser Buyer shall have any ex parte conversations or meetings with the Auditor with respect to any issues for which the Auditor is engaged pursuant to this Agreement, without the prior consent of the other parties. The resolution of the dispute by the Auditor shall be final, binding and non-appealable on the parties hereto (the “Auditor Determination”). The fees and expenses of the Auditor shall be allocated to be paid by PurchaserBuyer, on the one hand, and/or and the Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Auditor. (c) Upon the determination, in accordance with Section 3.4(b), of the Closing Statement and the final calculations of the amounts of the Closing Cash, the Closing Indebtedness, the Closing Net Working Capital and If it is determined that the Net Working Capital Adjustment calculated by reference theretoat closing is either 10% more or 10% less that the Target Net Working Capital, then the Aggregate Purchase Price shall will be recalculated using such finally determined amounts in lieu of the estimates of such amounts used in the calculation of the estimated Aggregate Purchase Price payable at Closing as follows: (i) If adjusted and if the Aggregate Purchase Price as calculated pursuant to this Section 3.4(c) is greater than such estimated Aggregate Purchase Priceincreases, then the Purchaser Buyer shall pay to, to or cause to be paid to, the Seller an amount equal to any such excess; and (ii) If increase, and if the Aggregate Purchase Price as calculated pursuant to this Section 3.4(c) is less than such estimated Aggregate Purchase Price then the decreases, Seller shall pay to, or cause to or as directed by be paid to, the Purchaser Buyer an amount equal to any such deficiencyincrease. Any payments made by the Purchaser Buyer to the Seller or by the Seller to the Purchaser Buyer pursuant to this Section 3.4(c3.04(c) shall be made by wire transfer of immediately available funds no later than three Business Days after the final determination referred to in the first sentence of this Section 3.4(c3.04(c) and shall be deemed to be adjustments to the Aggregate Purchase Price for all Tax purposes.

Post-Closing Purchase Price True-Up. (a) As promptly as possible, but in any event within 60 Within sixty (60) days after the Closing Date, Purchaser will shall prepare, at Purchaser’s expense, and deliver to Sellerthe Member Representative, a written statement (the “Final Closing Payment Calculation Statement”) setting forth the Purchaser’s calculations (the “Purchaser’s Proposed Calculations”) of the amounts of (i) the amount of the Closing CashIndebtedness, (ii) the amount of the Closing Indebtedness and Cash on Hand, (iii) the amount of the Closing Net Working Capital (and the Net Working Capital Adjustment calculated by reference thereto), which calculations shall be made in accordance with GAAP, except as set forth on Schedule 3.4, applied on a basis consistent with (iv) the Most Recent Balance SheetCompany Transaction Expenses and (v) the Change of Control Cash Payments. The Final Closing Payment Calculation Statement shall contain a recalculation, if any, recalculation of the Aggregate Purchase Price Closing Payment Amount based on the foregoing amountsamounts of Closing Indebtedness, Cash on Hand, the Net Working Capital Adjustment, the Company Transaction Expenses and the Change of Control Cash Payments. (b) After delivery Within forty-five (45) days after its receipt of the Final Closing StatementPayment Calculation Statement (the “Response Period”), the Seller Member Representative shall notify Purchaser in writing of its agreement or disagreement with the Final Closing Payment Calculation Statement and the accuracy of any of Purchaser’s Proposed Calculations in accordance with Section 2.4. During the Response Period, upon reasonable written request Purchaser shall grant the Member Representative and its accountants shall be permitted reasonable access to review the Company’s reasonably requested work papers, facilities, schedules and Elmwood’s books and records and work papers related to calculations used in the preparation of the Final Closing Payment Calculation Statement. The Seller and its accountants may make inquiries of Purchaser, the Company, Elmwood and their respective accountants and employees regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and Purchaser shall use its, and shall cause the Company and Elmwood to use their, reasonable best efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. If the Seller has Member Representative fails to notify Purchaser in writing of any objections to dispute within the Response Period, which notice shall state the basis for the objection and shall be accompanied by the Member Representative’s alternative preparation of the Final Closing Statement, the Seller shall deliver to Purchaser a statement setting Payment Calculation Statement and set forth a description in reasonable detail of its objections thereto (an “Objections Statement”). If an Objections Statement is not delivered to Purchaser within 60 days after the delivery Member Representative’s calculation of the Closing StatementPayment Amount based on the Closing Indebtedness, Cash on Hand, the Net Working Capital Adjustment, the Company Transaction Expenses and the Change of Control Cash Payments (the “Objection Notice”), then the Final Closing Payment Calculation Statement and Purchaser’s Proposed Calculations shall be final, conclusive and binding and non-appealable by the parties hereto. The Seller and Purchaser shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by upon Purchaser and the Seller, be governed by Rule 408 of Members. If the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within 15 days after the delivery of the Objections Statement, the Seller and Member Representative delivers an Objection Notice to Purchaser shall submit such dispute to Ernst & Young LLP (or if Ernst & Young LLP refuses to accept the engagement, then such other party as Purchaser and the Seller shall use reasonable efforts to mutually agree upon) (the “Auditor”) who shall resolve all such disagreements in accordance with this Agreement Section 2.4(b), then the Member Representative and Purchaser shall in good faith attempt to resolve any remaining disputed items and if any of such items are not resolved within thirty (30) days of the extent not inconsistent with this Agreement in accordance with GAAPreceipt of the Objection Notice, except then the Member Representative and Purchaser shall promptly select a mutually acceptable and nationally recognized independent accounting firm (such firm, the “Independent Accounting Firm”) to resolve the remaining disputed items (the “Remaining Disputed Items”) within thirty (30) days of its engagement by conducting the Independent Accounting Firm’s own review and verification of the Final Closing Payment Calculation Statement. The Members, Purchaser and the Company shall be bound by the determination of the Remaining Disputed Items by the Independent Accounting Firm. The parties acknowledge that Deloitte U.S. is a mutually acceptable firm to be designated as set forth on Schedule 3.4the Independent Accounting Firm. applied on a basis consistent with Each of Purchaser and the Company’s accounting practices Member Representative agrees to execute, if requested by the Independent Accounting Firm, an engagement letter containing reasonable and procedures, subject to any adjustments or deviations set forth on the Disclosure Schedules attached heretocustomary terms. Purchaser and Seller the Member Representative shall immediately enter into a customary engagement letter with the Auditor at the time the issues in dispute are submitted to the Auditor. The Seller each pay their own costs and Purchaser shall use their commercially reasonable efforts to cause the Auditor to resolve all such disagreements as soon as practicable. The Auditor shall address only those issues in dispute, and may not assign a value to any item greater than the greatest value for such item claimed by a party or lower than the lowest value claimed by a party. Neither the Seller nor Purchaser shall have any ex parte conversations or meetings with the Auditor with respect to any issues for which the Auditor is engaged pursuant to expenses incurred under this Agreement, without the prior consent of the other parties. The resolution of the dispute by the Auditor shall be final, binding and non-appealable on the parties hereto (the “Auditor Determination”Section 2.4(b). The Independent Accounting Firm’s fees and expenses of the Auditor shall be allocated to be paid borne by Purchaser, on the one hand, and/or and the SellerMembers, on the other hand, in such proportion as is appropriate to reflect the relative benefits received by Purchaser and the Members from the resolution of the dispute. For example, if the Member Representative challenges an item by an amount of $100,000 but the Independent Accounting Firm determines that the Member Representative has a valid claim for only $40,000, then Purchaser shall bear 40% of the fees and expenses of the Independent Accounting Firm and the Members shall bear the other 60% of such fees and expenses. The Independent Accounting Firm shall act as an arbitrator to determine, based upon the percentage which provisions of this Section 2.4(b), only the portion Remaining Disputed Items and the determination of each amount of the contested amount not awarded to each party bears to Remaining Disputed Items shall be made in accordance with the definitions set forth in this Agreement and the provisions set forth in Section 2.4(a) and this Section 2.4(b) and, in any event, shall be no less than the lesser of the amount actually contested claimed by such partyeither Purchaser or the Member Representative, as determined and shall be no greater than the greater of the amount claimed by either Purchaser or the AuditorMember Representative. (c) Upon the determination, in accordance with Section 3.4(b2.4(b), of the Final Closing Payment Calculation Statement and the final calculations of the amounts of the Closing Cash, the Closing Indebtedness, the Closing Net Working Capital (and the Net Working Capital Adjustment calculated by reference thereto), Cash on Hand, the Aggregate Purchase Price Company Transaction Expenses and the Change of Control Cash Payments, the Closing Payment Amount shall be recalculated using such finally determined amounts in lieu of the estimates of such amounts used in the calculation of the estimated Aggregate Purchase Price Closing Payment Amount payable at Closing as follows:Closing. (i) If the Aggregate Purchase Price Closing Payment Amount as calculated recalculated pursuant to this Section 3.4(c2.4(c) is greater than such the estimated Aggregate Purchase PriceClosing Payment Amount paid at Closing, then the Purchaser shall pay to, or cause to be paid to, to the Seller an Members in accordance with their Ownership Percentages (pursuant to written instructions delivered to Purchaser by the Member Representative) the amount equal to of any such excess; andexcess in cash. (ii) If the Aggregate Purchase Price Closing Payment Amount as calculated recalculated pursuant to this Section 3.4(c2.4(c) is equal to the estimated Closing Payment Amount paid at Closing, then no further payment shall be payable by Purchaser or the Members under this Section 2.4(c). (iii) If the Closing Payment Amount as recalculated pursuant to this Section 2.4(c) is less than such the estimated Aggregate Purchase Price then Closing Payment Amount paid at Closing, then, the Seller Member Representative and Purchaser shall pay deliver joint written instructions to or as directed by the Escrow Agent instructing the Escrow Agent to disburse to Purchaser from the Working Capital Escrow Amount in the Escrowed Funds an amount equal to any the absolute value of such deficiency. deficiency and, if such absolute value exceeds the Working Capital Escrow Amount held in the Escrowed Funds, then the Members, jointly and severally, shall pay to Purchaser the amount not satisfied by the Working Capital Escrow Amount, in cash, by wire transfer of immediately available funds. (iv) Any payments made by the Purchaser to the Seller or by the Seller to the Purchaser pursuant to this Section 3.4(c2.4(c) shall be made by wire transfer of immediately available funds no later than three Business Days (3) business days after the final determination referred to in the first sentence of this Section 3.4(c) 2.4(c), and shall be deemed to be adjustments to the Aggregate Purchase Price Closing Payment Amount for all Tax purposes. If, pursuant to Section 2.4(b), there is a dispute as to the Final Closing Payment Calculation Statement, Purchaser, on the one hand, and the Members, on the other hand, shall promptly pay to the other, as appropriate, in accordance with the first sentence of this Section 2.4(c)(iv), such amounts as are not then in dispute, pending final determination of such dispute pursuant to Section 2.4(b). After all payments required to be made pursuant to this Section 2.4(c) have been made, Purchaser and the Member Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release the balance of the Working Capital Escrow Amount held in the Escrowed Funds, if any, to the Member Representative for the benefit of the Members.