Common use of Pre-Closing Adjustment Clause in Contracts

Pre-Closing Adjustment. (i) At least three (3) Business Days before the Closing, the Company shall prepare and deliver to Purchaser (A) an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein) (the “Estimated Balance Sheet”), (B) a statement (the “Estimated Closing Statement”) setting forth, in reasonable detail, and prepared in accordance with the Accounting Principles consistent with Section 3.3(h) below, (1) a good faith estimate of the Net Working Capital as of the Measurement Time (the “Estimated Closing Working Capital”), (2) a good faith estimate of the Indebtedness (excluding the Assumed Indebtedness) as of the Measurement Time (the “Estimated Closing Indebtedness”), together with the Payoff Letters, (3) a good faith estimate of the amount of Cash as of the Measurement Time (“Estimated Cash”), and (4) the amount and calculation of the Closing Share Consideration issuable to each Seller at the Closing as adjusted pursuant to Section 3.2 based on the foregoing amounts, and (C) a certificate executed by the Chief Financial Officer or an equivalent officer of the Company certifying each of the foregoing. (ii) Section 3.3(a)(ii) of the Company Disclosure Schedule contains, with respect to the Estimated Closing Indebtedness anticipated to be included in the Estimated Closing Statement, such Estimated Closing Indebtedness, including the names of each Person to which such Estimated Closing Indebtedness is owed and the aggregate amounts owed to each such Person. The payoff letters evidencing such Estimated Closing Indebtedness (the “Payoff Letters”) shall state that if such aggregate amount so identified is paid in accordance with such Payoff Letter, such Indebtedness shall be repaid in full and, if applicable, all Encumbrances securing such Indebtedness shall be released. (iii) The Company shall provide a reasonable level of supporting documentation for the Estimated Closing Statement, the Estimated Balance Sheet and any additional information reasonably requested by Purchaser related thereto. To the extent that Purchaser disagrees with any items set forth on the Estimated Closing Statement or the Estimated Balance Sheet, Purchaser may deliver written notice of its disagreement to the Company at least one (1) Business Day prior to the Closing Date, and Purchaser and the Company shall negotiate in good faith to resolve such disagreements prior to the Closing; provided, that if any disagreement between the Company and Purchaser as to such Estimated Closing Statement or Estimated Balance Sheet is not resolved by the Closing Date, the Estimated Closing Statement or Estimated Balance Sheet prepared by the Company, as revised to reflect any agreed changes thereto but not any changes thereto that are not agreed, shall be the Estimated Closing Statement or Estimated Balance Sheet for purposes of this ARTICLE III. (iv) In the event of a Working Capital Surplus or a Working Capital Deficit, the Base Share Consideration shall be adjusted in accordance with Section 3.2(a); provided, however, in the event such foregoing adjustment would result in a Seller or its permitted assignee hereunder becoming a Control Person of Purchaser, Purchaser shall have the right, in its sole discretion, to satisfy such adjustment in cash to the extent required to avoid the creation of a new Control Person.

Pre-Closing Adjustment. (ia) At least three No later than five (35) Business Days before prior to each of the ClosingPhase I Closing Date and the Phase II Closing Date, the Company shall Seller will prepare and deliver to the Purchaser (A) an estimated unaudited combined balance sheet of the Company Portion of the Business being transferred as of such Closing Date, in each case, prepared on an estimated basis in good faith as of the open of business on such anticipated Closing Date and reflecting the exclusion of the Excluded Assets and Excluded Liabilities for the applicable Portion of the Business (without giving effect to the transactions contemplated herein) (the for each Closing, an “Estimated Closing Balance Sheet”), (B) a statement (the “. Each Estimated Closing Statement”) setting forth, in reasonable detail, and Balance Sheet will be prepared in accordance with the Accounting Principles Methodologies and, to the extent not inconsistent therewith, in accordance with GAAP, in each case, applied on a basis consistent with Section 3.3(h) below, (1) the Financial Statements without giving effect to any purchase accounting adjustments arising from the transactions contemplated by this Agreement. The Seller will deliver with each Estimated Closing Balance Sheet a statement setting forth the Seller’s good faith estimate calculation of the Closing Net Working Capital as for the applicable Portion of the Measurement Time Business based on the applicable Estimated Closing Balance Sheet (for each Closing, the “Estimated Closing Net Working Capital”), together with reasonable written documentation supporting the basis of all such calculations. In addition, the Seller will deliver with the Estimated Closing Balance Sheet for the Phase I Closing a statement setting forth the Seller’s good faith calculation of the Closing Net Cash based on the Estimated Closing Balance Sheet of the Phase I Business (the “Estimated Closing Working Capital”), (2) a good faith estimate of the Indebtedness (excluding the Assumed Indebtedness) as of the Measurement Time (the “Estimated Closing IndebtednessNet Cash”), together with reasonable written documentation supporting the Payoff Letters, (3) a good faith estimate basis of all such calculations. For the amount avoidance of Cash as of the Measurement Time (“Estimated Cash”), and (4) the amount and calculation of the Closing Share Consideration issuable to each Seller at the Closing as adjusted pursuant to Section 3.2 based on the foregoing amounts, and (C) a certificate executed by the Chief Financial Officer or an equivalent officer of the Company certifying each of the foregoing. (ii) Section 3.3(a)(ii) of the Company Disclosure Schedule contains, with respect to the Estimated Closing Indebtedness anticipated to be included in the Estimated Closing Statement, such Estimated Closing Indebtedness, including the names of each Person to which such Estimated Closing Indebtedness is owed and the aggregate amounts owed to each such Person. The payoff letters evidencing such Estimated Closing Indebtedness (the “Payoff Letters”) shall state that if such aggregate amount so identified is paid in accordance with such Payoff Letter, such Indebtedness shall be repaid in full and, if applicable, all Encumbrances securing such Indebtedness shall be released. (iii) The Company shall provide a reasonable level of supporting documentation for the Estimated Closing Statement, the Estimated Balance Sheet and any additional information reasonably requested by Purchaser related thereto. To the extent that Purchaser disagrees with any items set forth on the Estimated Closing Statement or the Estimated Balance Sheet, Purchaser may deliver written notice of its disagreement to the Company at least one (1) Business Day prior to the Closing Date, and Purchaser and the Company shall negotiate in good faith to resolve such disagreements prior to the Closing; provided, that if any disagreement between the Company and Purchaser as to such Estimated Closing Statement or Estimated Balance Sheet is not resolved by the Closing Datedoubt, the Estimated Closing Statement or Estimated Balance Sheet prepared by the Company, as revised to reflect any agreed changes thereto but not any changes thereto that are not agreed, Net Working Capital shall be the Estimated Closing Statement or Estimated Balance Sheet for purposes of this ARTICLE III. (iv) In the event of calculated on a Working Capital Surplus or a Working Capital Deficitcountry-by-country basis in local currency. The Seller will, the Base Share Consideration shall be adjusted subject to and in accordance with Section 3.2(a5.1, permit the Purchaser and its Representatives reasonable access to the personnel, properties, books and records of the Seller and its Subsidiaries for the purpose of evaluating the foregoing statements and calculations. If the Purchaser raises any reasonable objections to the foregoing statements and calculations, the Purchaser and the Seller will consider in good faith such objections prior to the applicable Closing, and the Seller will make such revisions to such disputed items as may be mutually agreed between the Purchaser and the Seller. In no event will the Purchaser have any right to delay or prevent the applicable Closing based on objections raised to the foregoing statements or the inability to access timely the personnel, properties, books and records of the Seller and its Subsidiaries in compliance with Section 5.1 for the purpose of evaluating the foregoing statements and calculations. For 20 the avoidance of doubt, any failure of Purchaser to raise any objection or dispute shall not in any way prejudice Purchaser’s right to raise any matter pursuant to the provisions of Section 2.7 or otherwise. (b) If, for either the Phase I Closing or the Phase II Closing, the Estimated Closing Net Working Capital is less than the applicable Target Closing Net Working Capital (determined on a country-by-country basis in local currency, and then netted in US Dollars at the applicable Exchange Rates); provided, howeverthe portion of the Purchase Price payable at such Closing will be decreased dollar for dollar by the absolute value of the deficiency. If, for either the Phase I Closing or the Phase II Closing, the Estimated Closing Net Working Capital is greater than the applicable Target Closing Net Working Capital (determined on a country-by-country basis in local currency, and then netted in US Dollars at the applicable Exchange Rates), the portion of the Purchase Price payable at such Closing will be increased dollar for dollar by the absolute value of the excess. If the Estimated Closing Net Cash is less than the Target Closing Net Cash (determined on a country-by-country basis in local currency, and then netted in US Dollars at the applicable Exchange Rates), the Purchase Price and, without duplication, the portion thereof payable at the Phase I Closing, will be decreased dollar for dollar by the absolute value of the deficiency. If the Estimated Closing Net Cash is greater than the Target Closing Net Cash (determined on a country-by-country basis in local currency, and then netted in US Dollars at the applicable Exchange Rates), the Purchase Price and, without duplication, the portion thereof payable at the Phase I Closing, will be increased dollar for dollar by the absolute value of the excess. (c) Notwithstanding anything to the contrary set forth in this Agreement, both the pre-closing adjustments in this Section 2.6 and post-closing adjustments in Section 2.7 are not intended to permit the introduction of different accounting methods, policies, practices, procedures or estimation methods for the purpose of determining the amount of Closing Net Working Capital from those used in determining the amount of the Target Closing Net Working Capital, it being the intent of the Parties that such amounts be calculated consistently in order to allow for a meaningful comparison. Accordingly, to the extent that the Closing Balance Sheet corrects an error or an inconsistency, or noncompliance with an accounting procedure that was used, in the event calculation of the Target Closing Net Working Capital, then the Parties agree that the Target Closing Net Working Capital shall be reduced or increased as a result of such foregoing adjustment would result in a Seller error, inconsistency or its permitted assignee hereunder becoming a Control Person of Purchasernoncompliance, Purchaser shall have the right, in its sole discretionas appropriate, to satisfy reflect such error, inconsistency or noncompliance, by calculating the amount of the average level of such adjustment in cash item over the last twelve months prior to the extent required to avoid the creation of a new Control PersonClosing.

Pre-Closing Adjustment. (i) At least three five (35) Business Days before prior to the Closinganticipated Closing Date, the Company shall prepare and deliver to Purchaser Parent (A) an estimated balance sheet of for the Company as of immediately prior to the Closing Date (without giving effect to the transactions contemplated herein) (the “Estimated Balance Sheet”), (B) an estimated balance sheet for GPRP as of immediately prior to the Closing, (C) a statement schedule (the “Estimated Closing StatementSchedule”) setting which shall set forth, in reasonable detail, and prepared in accordance with (I) a good faith estimate of Net Working Capital (the Accounting Principles consistent with Section 3.3(h) below“Estimated Net Working Capital”), (1II) a good faith estimate of Closing Date Cash (the “Estimated Cash”), (III) a good faith estimate of the Net Working Capital as of the Measurement Time (the “Estimated Closing Working Capital”), (2) a good faith estimate of the Indebtedness (excluding the Assumed Indebtedness) as of the Measurement Time (the “Estimated Closing Indebtedness”), together with the Payoff Letters, (3IV) a good faith estimate of the amount of Cash as of Company Transaction Expenses (the Measurement Time (“Estimated CashCompany Transaction Expenses”), and (4V) the amount and calculation of the Closing Share Date Cash Consideration issuable to each Seller at the Closing as adjusted pursuant to Section 3.2 based on the foregoing estimated amounts, and (CVI) the Merger Consideration Schedule, and (D) a certificate executed by the Chief Financial Officer or an equivalent officer of the Company certifying each of the foregoingEstimated Balance Sheet, the estimated balance sheet for GPRP referenced in (B) above, and the Estimated Schedule. If, for any reason, the Closing Date is postponed, then the foregoing obligations shall again apply with respect to such postponed Closing Date. (ii) Section 3.3(a)(ii) of the Company Disclosure Schedule contains, with respect to the Estimated Closing Indebtedness anticipated to be included in the Estimated Closing Statement, such Estimated Closing Indebtedness, including the names of each Person to which such Estimated Closing Indebtedness is owed and the aggregate amounts owed to each such Person. The payoff letters evidencing such Estimated Closing Indebtedness (the “Payoff Letters”) shall state that if such aggregate amount so identified is paid in accordance with such Payoff Letter, such Indebtedness shall be repaid in full and, if applicable, all Encumbrances securing such Indebtedness shall be released. (iii) The Company shall provide a reasonable level of supporting documentation for the Estimated Closing Statement, the Estimated Balance Sheet Schedule and any additional information reasonably requested by Purchaser Parent related thereto. To the extent that Purchaser Parent disagrees with any items set forth on the Estimated Closing Statement or the Estimated Balance SheetSchedule, Purchaser Parent may deliver written notice of its disagreement to the Company at least one (1) Business Day prior to the Closing Date, and Purchaser Parent and the Company shall negotiate in good faith to resolve such disagreements prior to the Closing; provided, that that, if any disagreement between the Company and Purchaser Parent as to such Estimated Closing Statement or Estimated Balance Sheet Schedule is not resolved by the Closing Date, the Estimated Closing Statement or Estimated Balance Sheet Schedule prepared by the Company, as revised to reflect any agreed changes thereto but not any changes thereto that are not agreed, shall be the Estimated Closing Statement or Estimated Balance Sheet Schedule for purposes of this ARTICLE IIIArticle II. (iii) If the Estimated Net Working Capital exceeds the Target Net Working Capital, then the Closing Date Cash Consideration shall be increased by an amount equal to the amount by which the Estimated Net Working Capital exceeds the Target Net Working Capital (the “Working Capital Surplus”) in accordance with Section 2.1(c). (iv) In If the event of a Estimated Net Working Capital Surplus or a is less than the Target Net Working Capital, then the Closing Date Cash Consideration shall be reduced by an amount in cash equal to the amount by which the Estimated Net Working Capital is less than the Target Net Working Capital (the “Working Capital Deficit, the Base Share Consideration shall be adjusted ”) in accordance with Section 3.2(a2.1(c); provided. (v) If the Estimated Cash exceeds the Target Cash, howeverthen the Closing Date Cash Consideration shall be increased by an amount equal to the amount by which the Estimated Cash exceeds the Target Cash (the “Cash Surplus”) in accordance with Section 2.1(c). (vi) If the Estimated Cash is less than the Target Cash, in then the event such foregoing adjustment would result in a Seller or its permitted assignee hereunder becoming a Control Person of Purchaser, Purchaser Closing Date Cash Consideration shall have the right, in its sole discretion, to satisfy such adjustment be reduced by an amount in cash equal to the extent required to avoid amount by which the creation of a new Control PersonEstimated Cash is less than the Target Cash (the “Cash Deficit”) in accordance with Section 2.1(c).

Pre-Closing Adjustment. (i) At least three (3) Business Days before prior to the ClosingClosing Date, the Company Seller shall prepare (or cause to be prepared) and deliver to Purchaser (A) an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein) (the “Estimated Balance Sheet”), (B) Buyer a statement (the “Estimated Closing Statement”) setting forthconsisting of (i) an unaudited consolidated balance sheet of the Group Companies as of the Effective Time, prepared in reasonable detail, good faith and prepared strictly in accordance with the Applicable Accounting Principles consistent with Section 3.3(h) below(the “Estimated Closing Balance Sheet”), (1ii) a good faith estimate an estimated calculation in reasonable detail of the Net Closing Cash (the “Estimated Closing Cash”), (iii) an estimated calculation in reasonable detail of the Group Companies Transaction Expenses (the “Estimated Group Companies Transaction Expenses”), (iv) an estimated calculation in reasonable detail of the Closing Working Capital as of the Measurement Time (the “Estimated Closing Working Capital”)) derived from the Estimated Closing Balance Sheet, (2v) a good faith estimate an estimated calculation in reasonable detail of the Closing Indebtedness (excluding the Assumed Indebtedness) as of the Measurement Time (the “Estimated Closing Indebtedness”), together with the Payoff Letters, and (3vi) a good faith estimate of the amount of Cash as of the Measurement Time (“Estimated Cash”), and (4) the amount and calculation of the Closing Share Consideration issuable to each Seller at Payment. The Estimated Closing Statement shall be prepared in good faith in accordance with the Closing Applicable Accounting Principles and calculated consistently with the example calculation set forth on Exhibit A as adjusted pursuant to Section 3.2 based on well as the foregoing amounts, provisions of this Agreement and (C) a certificate executed will be accompanied by the Chief Financial Officer or an equivalent officer reasonably detailed supporting calculations and documentation of the Company certifying each of the foregoing. (ii) Section 3.3(a)(ii) of the Company Disclosure Schedule contains, with respect to the Estimated Closing Indebtedness anticipated to be included in amounts reflected on the Estimated Closing Statement, such Estimated . Any currency conversions made in preparation of the foregoing will be made at the Period End Rate as of the Closing Indebtedness, including the names Date. Following delivery of each Person to which such Estimated Closing Indebtedness is owed and the aggregate amounts owed to each such Person. The payoff letters evidencing such Estimated Closing Indebtedness (the “Payoff Letters”) shall state that if such aggregate amount so identified is paid in accordance with such Payoff Letter, such Indebtedness shall be repaid in full and, if applicable, all Encumbrances securing such Indebtedness shall be released. (iii) The Company shall provide a reasonable level of supporting documentation for the Estimated Closing Statement, the Estimated Balance Sheet parties shall reasonably and promptly cooperate in good faith (including providing reasonable access to applicable information, personnel and representatives) to resolve any additional information reasonably requested by Purchaser related thereto. To the extent that Purchaser disagrees disputes with respect to any items set forth on the Estimated Closing Statement or the Estimated Balance Sheet, Purchaser may deliver written notice of its disagreement to the Company at least one (1) Business Day prior to the Closing Date, and Purchaser and the Company shall negotiate in good faith to resolve such disagreements prior to the Closing; provided, that if any disagreement between the Company and Purchaser as to such Estimated Closing Statement or Estimated Balance Sheet is not resolved by the Closing Date, the Estimated Closing Statement or Estimated Balance Sheet prepared by the Company, as revised to reflect any agreed changes thereto but not any changes thereto that are not agreed, shall be the Estimated Closing Statement or Estimated Balance Sheet for purposes of this ARTICLE III. (iv) In the event of a Working Capital Surplus or a Working Capital Deficit, the Base Share Consideration shall be adjusted in accordance with Section 3.2(a)Statement; provided, however, that, if any such dispute with respect to any such item cannot be resolved prior to the Closing, the amounts set forth for such item in the event such foregoing adjustment would result in a Seller or its permitted assignee hereunder becoming a Control Person of Purchaser, Purchaser Estimated Closing Statement shall have the right, in its sole discretion, to satisfy such adjustment in cash apply with respect to the extent required payment in Section 1.3 (without prejudice to avoid the creation any rights of a new Control PersonSeller and Buyer under this Agreement).

Pre-Closing Adjustment. (i) At least three two (32) Business Days before prior to the ClosingClosing Date, the Company Seller shall prepare and deliver to Purchaser Buyer a statement (Athe “Estimated Closing Statement”) consisting of (i) an estimated consolidated balance sheet of the Company and its Subsidiary as of the opening of business on the Closing Date (without giving effect to the transactions contemplated herein) (the “Estimated Balance Sheet”hereby), (Bii) a statement (the “Estimated Closing Statement”) setting forth, an estimated calculation in reasonable detail, and prepared in accordance with the Accounting Principles consistent with Section 3.3(h) below, (1) a good faith estimate detail of the Net Closing Working Capital as of the Measurement Time (the “Estimated Closing Working Capital”)) derived from such balance sheet, (2iii) a good faith estimate an estimated calculation in reasonable detail of the Indebtedness (excluding the Assumed Indebtedness) as of the Measurement Time Transaction Payments Adjustment (the “Estimated Transaction Payments Adjustment”) and (iv) a calculation of the amount, if any, by which the Purchase Price will be increased or reduced at the Closing Indebtednesspursuant to the provisions of this Section 1.3(a). The Estimated Closing Statement shall be prepared in good faith and in accordance with the GAAP accounting principles, practices, elections and methodologies used in connection with the preparation of the Audited Financial Statements of the Company and its Subsidiary (the “Applicable Accounting Principles”), together applied in a manner consistent with the Payoff Letters, (3) a good faith estimate determination of the amount of Cash Target Working Capital as of the Measurement Time set forth in Exhibit A. The Purchase Price shall be: (“Estimated Cash”), and (4i) the amount and calculation of the Closing Share Consideration issuable to each Seller at the Closing as adjusted pursuant to Section 3.2 based on the foregoing amounts, and (C) a certificate executed Decreased by the Chief Financial Officer or an equivalent officer of Estimated Transaction Payments Adjustment; and * Confidential treatment requested; certain information omitted and filed separately with the Company certifying each of the foregoingSEC. (ii) Section 3.3(a)(ii) of the Company Disclosure Schedule contains, with respect to the Estimated Closing Indebtedness anticipated to be included in the Estimated Closing Statement, such Estimated Closing Indebtedness, including the names of each Person to which such Estimated Closing Indebtedness is owed and the aggregate amounts owed to each such Person. The payoff letters evidencing such Estimated Closing Indebtedness (the “Payoff Letters”) shall state that if such aggregate amount so identified is paid in accordance with such Payoff Letter, such Indebtedness shall be repaid in full and, if applicable, all Encumbrances securing such Indebtedness shall be released. (iii) The Company shall provide a reasonable level of supporting documentation for the Estimated Closing Statement, the Estimated Balance Sheet and any additional information reasonably requested by Purchaser related thereto. To the extent that Purchaser disagrees with any items set forth Decreased or increased based on the Estimated Closing Statement or the Estimated Balance Sheet, Purchaser may deliver written notice of its disagreement to the Company at least one Working Capital as follows: (1A) Business Day prior to the Closing Date, and Purchaser and the Company shall negotiate in good faith to resolve such disagreements prior to the Closing; provided, that if any disagreement between the Company and Purchaser as to such Estimated Closing Statement or Estimated Balance Sheet is not resolved by the Closing Date, If the Estimated Closing Statement or Estimated Balance Sheet prepared by Working Capital exceeds the CompanyTarget Working Capital, as revised to reflect any agreed changes thereto but not any changes thereto that are not agreed, the Purchase Price shall be increased by such excess; or (B) If the Target Working Capital exceeds the Estimated Closing Statement or Estimated Balance Sheet for purposes of this ARTICLE III. (iv) In the event of a Working Capital Surplus or a Working Capital DeficitCapital, the Base Share Consideration Purchase Price shall be adjusted in accordance with Section 3.2(a); provided, however, in the event decreased by such foregoing adjustment would result in a Seller or its permitted assignee hereunder becoming a Control Person of Purchaser, Purchaser shall have the right, in its sole discretion, to satisfy such adjustment in cash to the extent required to avoid the creation of a new Control Personexcess.

Pre-Closing Adjustment. (ia) At least Not later than three (3) Business Days before prior to the Closinganticipated Closing Date, the Company shall prepare and deliver to Purchaser (A) Acquiror an estimated draft balance sheet of the Company as of the Closing Date (without giving effect prepared in good faith and in a form reasonably acceptable to the transactions contemplated herein) Acquiror (the “Estimated Closing Balance Sheet”), prepared in accordance with GAAP and consistent with the principles and methodologies used to determine the Target Working Capital, together with a schedule and worksheet setting forth the Company’s good faith estimate of the (Bi) a statement Working Capital ascertained from the Estimated Closing Balance Sheet (the “Estimated Working Capital”); (ii) unpaid Indebtedness of the Company as of the Closing Date (the “Estimated Closing StatementDate Indebtedness”); (iii) setting forth, in reasonable detail, and prepared in accordance with the Accounting Principles consistent with Section 3.3(h) below, (1) a good faith estimate unpaid Transaction Expenses of the Net Working Capital as of the Measurement Time Company (the “Estimated Closing Working CapitalCompany Transaction Expenses”), ; (2iv) a good faith estimate of the Indebtedness (excluding the Assumed Indebtedness) as of the Measurement Time Ongoing Hxxxxx Expenses (the “Estimated Ongoing Hxxxxx Expenses”) and (v) unpaid Change in Control Payments (the “Estimated CIC Payments”). If the amount of the Estimated Working Capital is less than the Target Working Capital, then such deficiency shall be deducted from the Merger Consideration, and if the Estimated Working Capital is greater than the Target Working Capital, then such excess shall be added to the Merger Consideration. The Merger Consideration, following the adjustment contemplated by this Section 1.5(a), is referred to herein as the “Estimated Merger Consideration”. (b) Together with the delivery of the Estimated Closing IndebtednessBalance Sheet, the Company shall deliver to Acquiror (i) the Preliminary Distribution Schedule and (ii) a schedule, certified by the Company (the “Disbursement Schedule”), together with setting forth: (i) the Payoff Letters, (3) a good faith estimate portion of Estimated Closing Date Indebtedness set forth next to the name of each Person being allocated such portion of the amount of Cash as of the Measurement Time (“Estimated Cash”), and (4) the amount and calculation of the Closing Share Consideration issuable to each Seller at the Closing as adjusted pursuant to Section 3.2 based on the foregoing amounts, and (C) a certificate executed by the Chief Financial Officer or an equivalent officer of the Company certifying each of the foregoing.Date Indebtedness; (ii) Section 3.3(a)(ii) the portion of the Estimated Company Disclosure Schedule contains, with respect Transaction Expenses set forth next to the Estimated Closing Indebtedness anticipated to be included in the Estimated Closing Statement, such Estimated Closing Indebtedness, including the names name of each Person to which being allocated such portion of the Estimated Closing Indebtedness is owed and the aggregate amounts owed to each such Person. The payoff letters evidencing such Estimated Closing Indebtedness (the “Payoff Letters”) shall state that if such aggregate amount so identified is paid in accordance with such Payoff Letter, such Indebtedness shall be repaid in full Company Transaction Expenses; and, if applicable, all Encumbrances securing such Indebtedness shall be released. (iii) The Company shall provide a reasonable level the portion of supporting documentation for the Estimated Closing Statement, CIC Payments to be paid to each recipient thereof (assuming no failure of any of the conditions to each such recipient’s receipt of an Estimated Balance Sheet and any additional information reasonably requested by Purchaser related thereto. To the extent that Purchaser disagrees with any items set forth on the Estimated Closing Statement or the Estimated Balance Sheet, Purchaser may deliver written notice of its disagreement to the Company at least one (1) Business Day prior to the Closing Date, and Purchaser and the Company shall negotiate in good faith to resolve such disagreements CIC Payment prior to the Closing); provided, that if any disagreement between the Company and Purchaser as to such Estimated Closing Statement or Estimated Balance Sheet is not resolved by the Closing Date, the Estimated Closing Statement or Estimated Balance Sheet prepared by the Company, as revised to reflect any agreed changes thereto but not any changes thereto that are not agreed, shall be the Estimated Closing Statement or Estimated Balance Sheet for purposes of this ARTICLE III.and (iv) In detailed wire instructions for each Person listed on the event of a Working Capital Surplus or a Working Capital Deficit, the Base Share Consideration shall be adjusted in accordance with Section 3.2(a); provided, however, in the event such foregoing adjustment would result in a Seller or its permitted assignee hereunder becoming a Control Person of Purchaser, Purchaser shall have the right, in its sole discretion, to satisfy such adjustment in cash to the extent required to avoid the creation of a new Control PersonDisbursement Schedule.

Pre-Closing Adjustment. (ia) At least three (3) Business Days before the ClosingStockholder shall prepare, the Company shall prepare or cause to be prepared, and deliver to Purchaser (A) an estimated balance sheet of Parent on or before the Company as of date that is three days before the anticipated Closing Date (without giving effect to the transactions contemplated herein) (the “Estimated Balance Sheet”), (B) a statement (the “Estimated Closing Statement”) setting forthconsisting of (A) an estimated consolidated balance sheet of the Companies as of the close of business on such anticipated Closing Date, (B) a good faith estimation in reasonable detail, detail of the Estimated Closing Working Capital derived from such balance sheet and (C) a good faith calculation of the amounts of any contribution or payments required under Section 2.4(b). The Estimated Closing Statement shall be prepared in accordance with the Accounting Principles GAAP applied on a basis consistent with Section 3.3(hthe accounting principles, methods, practices, policies and procedures (with consistent classifications, judgments and valuation and estimation methodologies) belowthat were used to prepare the Historical Financial Statements, except as set forth in Exhibit 2.4(a) (1with such exceptions, the “Applicable Accounting Principles”). For illustrative purposes, Exhibit 2.4(a) contains a good faith estimate pro forma calculation of the Net Estimated Closing Working Capital as of December 31, 2009 applying the Measurement Time Applicable Accounting Principles. (b) The difference between (i) the Base Working Capital Value, minus (ii) the Estimated Closing Working Capital, expressed as a positive, if positive, or as a negative, if negative, is referred to in this Agreement as the “Estimated Closing Working Capital”)Capital Adjustment Amount.” In the event that the Estimated Closing Working Capital Adjustment Amount is a negative number, then Stockholder shall cause the Company to declare and pay a special dividend to Stockholder on or before the Closing Date (2by wire transfer of immediately available funds) a good faith estimate in an amount in cash equal to the absolute value of the Indebtedness (excluding the Assumed Indebtedness) as of the Measurement Time (the “Estimated Closing Indebtedness”Working Capital Adjustment Amount; provided that the payment of such amount shall be subject to the restrictions in Section 5.2(b)(xi), together with the Payoff Letters, (3) . Such special dividend shall be subject to an obligation by Stockholder to make a good faith estimate of the amount of Cash as of the Measurement Time (“Estimated Cash”), and (4) the amount and calculation of the Closing Share Consideration issuable to each Seller at the Closing as adjusted possible subsequent contribution pursuant to Section 3.2 based on 2.5(e) below. In the foregoing amountsequal to pro rata share applicable to such Share of (A) the Closing Payment in cash, without interest, payable to the Stockholder in the manner provided in Section 2.3 and (CB) a certificate executed by subject to Section 2.5 of this Agreement, the Chief Financial Officer or an equivalent officer of the Company certifying each of the foregoing. Working Capital True-Up Amount, without interest (ii) Section 3.3(a)(ii) of the Company Disclosure Schedule containsexcept as otherwise provided herein), with respect payable in cash to the Estimated Closing Indebtedness anticipated Stockholder, but only to be included in the Estimated Closing Statement, such Estimated Closing Indebtedness, including the names of each Person to which such Estimated Closing Indebtedness is owed and the aggregate amounts owed to each such Person. The payoff letters evidencing such Estimated Closing Indebtedness (the “Payoff Letters”) shall state that if such aggregate amount so identified is paid in accordance with such Payoff Letter, such Indebtedness shall be repaid in full and, if applicable, all Encumbrances securing such Indebtedness shall be released. (iii) The Company shall provide a reasonable level of supporting documentation for the Estimated Closing Statement, the Estimated Balance Sheet and any additional information reasonably requested by Purchaser related thereto. To the extent that Purchaser disagrees with any items set forth on the Estimated Closing Statement or the Estimated Balance Sheet, Purchaser may deliver written notice of its disagreement to the Company at least one (1) Business Day prior to the Closing Date, and Purchaser and the Company shall negotiate in good faith to resolve such disagreements prior to the Closing; provided, that if any disagreement between the Company and Purchaser as amount is payable to such Estimated Closing Statement or Estimated Balance Sheet is not resolved by the Closing Date, the Estimated Closing Statement or Estimated Balance Sheet prepared by the Company, as revised to reflect any agreed changes thereto but not any changes thereto that are not agreed, shall be the Estimated Closing Statement or Estimated Balance Sheet for purposes of this ARTICLE III. (iv) In the event of a Working Capital Surplus or a Working Capital Deficit, the Base Share Consideration shall be adjusted Stockholder in accordance with Section 3.2(a2.5(e); provided, however, in . In the event such foregoing adjustment would result in that the Estimated Closing Working Capital Adjustment Amount is a Seller positive number, then Stockholder shall contribute to the Company on or its permitted assignee hereunder becoming a Control Person before the Closing Date (by wire transfer of Purchaser, Purchaser shall have the right, in its sole discretion, to satisfy such adjustment immediately available funds) an amount in cash equal to the extent required to avoid value of the creation of a new Control PersonEstimated Closing Working Capital Adjustment Amount.

Pre-Closing Adjustment. The total consideration payable by the Investor on Closing Date in order to (i) At least three (3) Business Days before the Closing, the Company shall prepare and deliver to Purchaser (A) an estimated balance sheet of the Company as of the Closing Date (without giving effect subscribe to the transactions contemplated herein) Investor Subscription Shares (the “Estimated Balance SheetInvestor Subscription Amount”); and (ii) if applicable, acquire the Investor Purchase Shares (“Investor Purchase Amount”) shall be computed subject to applicable Laws in the following manner: 2.3.1 If the Secondary Transaction Trigger is met, then: (i) the Investor Subscription Amount shall equal (A x B) a statement (the “Estimated Closing Statement”) setting forth– C, in reasonable detail, and prepared in accordance with the Accounting Principles consistent with Section 3.3(h) below, (1) a good faith estimate of the Net Working Capital as of the Measurement Time (the “Estimated Closing Working Capital”), (2) a good faith estimate of the Indebtedness (excluding the Assumed Indebtedness) as of the Measurement Time (the “Estimated Closing Indebtedness”), together with the Payoff Letters, (3) a good faith estimate of the amount of Cash as of the Measurement Time (“Estimated Cash”), and (4) the amount and calculation of the Closing Share Consideration issuable to each Seller at the Closing as adjusted pursuant to Section 3.2 based on the foregoing amounts, and (C) a certificate executed by the Chief Financial Officer or an equivalent officer of the Company certifying each of the foregoing.where: (ii) Section 3.3(a)(iiThe Investor Purchase Amount shall equal the Cash Balance, if positive, as on the Determination Date. 2.3.2 If the Secondary Transaction Trigger is not met, then: (i) the Investor Subscription Amount shall equal: (A – (B + C - D)) x E ,where: (ii) The Investor Subscription Shares shall constitute such number of Shares as is equal to 50.1% (Fifty decimal One Percent) of the post-issue Share Capital of the Company Disclosure Schedule containsand notwithstanding anything contained elsewhere in this Agreement, with respect to the Estimated Closing Indebtedness anticipated to Secondary Transaction shall not be included in the Estimated Closing Statement, such Estimated Closing Indebtedness, including the names of each Person to which such Estimated Closing Indebtedness is owed and the aggregate amounts owed to each such Person. The payoff letters evidencing such Estimated Closing Indebtedness (the “Payoff Letters”) shall state that if such aggregate amount so identified is paid in accordance with such Payoff Letter, such Indebtedness shall be repaid in full and, if applicable, all Encumbrances securing such Indebtedness shall be releasedconsummated. 2.3.3 At least ten (iii) The Company shall provide a reasonable level of supporting documentation for the Estimated Closing Statement, the Estimated Balance Sheet and any additional information reasonably requested by Purchaser related thereto. To the extent that Purchaser disagrees with any items set forth on the Estimated Closing Statement or the Estimated Balance Sheet, Purchaser may deliver written notice of its disagreement to the Company at least one (110) Business Day Days prior to the Closing Date, and Purchaser and the Company shall negotiate in good faith to resolve such disagreements prior (and the Sanmina Parties shall procure that the Company shall) provide to the Closing; providedInvestor a written statement certified by the Review Firm, that if any disagreement between setting out (in each case of the Company Group, in relation to the Business) the (i) the total amount of Cash and Purchaser Cash Equivalents computed as to such Estimated Closing Statement or Estimated Balance Sheet is not resolved by of the Closing Determination Date, ; (ii) the Indebtedness computed as of the Determination Date; (iii) the Estimated Working Capital; (iv) the Investor Purchase Amount (if any); (v) the Investor Purchase Shares; (vi) the Investor Subscription Amount; (vii) the Investor Subscription Shares; and (viii) all supporting documents, evidencing items (i) to (iii) above (“Pre-Closing Purchase Statement”). For purposes of illustration, a form of the Pre-Closing Purchase Statement or Estimated Balance Sheet prepared is attached hereto as Schedule 11 calculated as if March 31, 2021 were the Determination Date. 2.3.4 It is clarified that the Review Firm shall be appointed by the Company, as revised subject to reflect any agreed changes thereto but not any changes thereto that are not agreed, shall be the Estimated Closing Statement or Estimated Balance Sheet for purposes of this ARTICLE III. (iv) In the event execution of a Working Capital Surplus or a Working Capital Deficitsuitable non-disclosure agreement, for the Base Share Consideration shall be adjusted sole purpose of verifying (and not arbitrating) the amounts set out in the Pre-Closing Purchase Statement and confirming the Investor Subscription Amount and the Investor Purchase Amount (if any), in accordance with Section 3.2(a); providedthe computation mechanism set out in Schedule 14 to this Agreement, howeverthe Parties shall proceed to Closing on the basis of the Pre-Closing Purchase Statement absent manifest error, in accordance with Clause 5 of this Agreement (Closing Actions). 2.3.5 The Company shall (and the event such foregoing adjustment would result Sanmina Parties shall procure that the Company shall) provide access to all books and accounts of the Company in a Seller or its permitted assignee hereunder becoming a Control Person of Purchaser, Purchaser order for the Review Firm to certify the Pre-Closing Purchase Statement. The Investor shall have the right, in on its sole discretionreasonable request, to satisfy such adjustment consult and discuss with the Review Firm on all matters in cash relation to the extent required Pre-Closing Purchase Statement (and for the avoidance of doubt the Investor may make such requests both prior to avoid the creation commencement of a new Control Personthe Review Firm’s engagement with Company and after the Pre-Closing Purchase Statement has been prepared and furnished. 2.3.6 On and from the Determination Date and without prejudice to the provisions of Clause 4 (Conduct of Business Prior to Closing), the Company Group shall not and the Sanmina Parties shall procure that the Company Group shall not, other than in the Ordinary Course of Business, take any action that is reasonably likely to cause any change in the information set out in the Pre-Closing Purchase Statement.

Pre-Closing Adjustment. (i) At least three (3) Business Days before the Closing, the Company shall prepare Seller has prepared and deliver delivered to Purchaser (A) Buyer an estimated unaudited balance sheet of the Company Seller as of a date no later than three Business Days prior to the Closing Date (without giving effect to the transactions contemplated herein) (the “Estimated Pre-Closing Balance Sheet”), (B) accompanied by a statement (the “Estimated Closing Adjusted Working Capital Statement”) setting forthforth the best estimate of Seller, in reasonable detailbased on the Pre-Closing Balance Sheet and Seller’s good faith calculations, and prepared of Seller’s Adjusted Working Capital (as defined below) as of 12:01 EST on the Closing Date, calculated in accordance with the Accounting Principles consistent with Section 3.3(h) below, (1) a good faith estimate of the Net Working Capital as of the Measurement Time 3.2.2 below (the “Estimated Closing Adjusted Working Capital”), (2) which Estimated Adjusted Working Capital Statement shall include a good faith estimate of the Indebtedness (excluding the Assumed Indebtedness) as of the Measurement Time (the “Estimated Closing Indebtedness”), together with the Payoff Letters, (3) a good faith estimate of the amount of Cash as of the Measurement Time (“Estimated Cash”), and (4) the amount and detailed calculation of the Estimated Adjusted Working Capital. The Pre-Closing Share Consideration issuable to each Seller at Balance Sheet and the Estimated Adjusted Working Capital Statement shall be prepared in the same manner as the preparation of the Closing as adjusted pursuant to Section 3.2 based on the foregoing amounts, and (C) a certificate executed by the Chief Financial Officer or an equivalent officer of the Company certifying each of the foregoing. (ii) Section 3.3(a)(ii) of the Company Disclosure Schedule contains, with respect to the Estimated Closing Indebtedness anticipated to be included in the Estimated Closing Statement, such Estimated Closing Indebtedness, including the names of each Person to which such Estimated Closing Indebtedness is owed Balance Sheet and the aggregate amounts owed to each such Person. The payoff letters evidencing such Estimated Closing Indebtedness (the “Payoff Letters”) shall state that if such aggregate amount so identified is paid Adjusted Working Capital Statement in accordance with such Payoff Letter, such Indebtedness shall be repaid in full and, if applicable, all Encumbrances securing such Indebtedness shall be released. (iii) Section 3.2.2(a). The Company shall provide a reasonable level approval by Buyer of supporting documentation for the Estimated Closing Statement, Adjusted Working Capital shall not be deemed for any purposes as an approval of the methodologies used to determine the Estimated Balance Sheet and any additional information reasonably requested by Purchaser related theretoAdjusted Working Capital. To the extent that Purchaser disagrees with any items set forth on the Estimated Closing Statement or Adjusted Working Capital is less than $700,000 (such difference referred to as the “Estimated Working Capital Deficit”), the Purchase Price shall be decreased, dollar for dollar, by the Estimated Balance Sheet, Purchaser may deliver written notice of its disagreement to the Company at least one (1) Business Day prior to the Closing Date, and Purchaser and the Company shall negotiate in good faith to resolve such disagreements prior to the Closing; provided, that if any disagreement between the Company and Purchaser as to such Estimated Closing Statement or Estimated Balance Sheet is not resolved by the Closing Date, the Estimated Closing Statement or Estimated Balance Sheet prepared by the Company, as revised to reflect any agreed changes thereto but not any changes thereto that are not agreed, shall be the Estimated Closing Statement or Estimated Balance Sheet for purposes of this ARTICLE III. (iv) In the event of a Working Capital Surplus or a Working Capital Deficit, as reflected in Section 3.1. To the Base Share Consideration extent that the Estimated Adjusted Working Capital is more than $700,000 (such difference referred to as the “Estimated Working Capital Surplus”), the Purchase Price shall be adjusted increased, dollar for dollar, by the Estimated Working Capital Surplus, as reflected in accordance with Section 3.2(a); provided, however, in the event such foregoing adjustment would result in a Seller or its permitted assignee hereunder becoming a Control Person of Purchaser, Purchaser shall have the right, in its sole discretion, to satisfy such adjustment in cash to the extent required to avoid the creation of a new Control Person3.1.

Pre-Closing Adjustment. (i) a. At least three two (32) Business Days before prior to the Closinganticipated Closing Date, the Company shall prepare and deliver to Purchaser Buyer a schedule setting forth (A) an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein) (the “Estimated Balance Sheet”), (B) a statement (the “Estimated Closing Statement”) setting forth, in reasonable detail, and prepared in accordance with the Accounting Principles consistent with Section 3.3(h) below, (1) a good faith estimate of the Net Working Capital as of the Measurement Time (the “Estimated Closing Working Capital”), (2) a good faith estimate of the Indebtedness (excluding the Assumed Indebtedness) as of the Measurement Time (the “Estimated Closing Indebtedness”), together with the Payoff Letters, (3B) a good faith estimate of the amount Transaction Expenses (the “Estimated Transaction Expenses”), (C) a good faith determination of the amount, if any, by which the VNS Restricted Cash will be less than the Target VNS Restricted Cash as of the Measurement Time Closing Date (the “Estimated CashVNS Restricted Cash Shortfall”), ; and (4D) the amount and calculation of the Closing Share Consideration issuable to each Seller at Purchase Price as set forth in Section 2.2 (the Closing as adjusted pursuant to Section 3.2 based on “Estimated Purchase Price” and together with the foregoing amounts, and (C) a certificate executed by the Chief Financial Officer or an equivalent officer of the Company certifying each of the foregoing. (ii) Section 3.3(a)(ii) of the Company Disclosure Schedule contains, with respect to the Estimated Closing Indebtedness anticipated to be included in the Estimated Closing Statement, such Estimated Closing Indebtedness, including the names of each Person to which such Estimated Closing Indebtedness is owed Transaction Expenses and the aggregate amounts owed to each such Person. The payoff letters evidencing such Estimated Closing Indebtedness (VNS Restricted Cash Shortfall, the “Payoff LettersEstimated Calculations”) ). If, for any reason, the Closing Date is postponed, then the foregoing obligations shall state that if again apply with respect to such aggregate amount so identified is paid in accordance with such Payoff Letter, such Indebtedness shall be repaid in full and, if applicable, all Encumbrances securing such Indebtedness shall be releasedpostponed Closing Date. (iii) The Company b. Seller shall provide a reasonable level of supporting documentation for relating to the preparation of the Estimated Closing Statement, Calculations and shall provide reasonable access to the personnel of Seller involved in the preparation of the Estimated Balance Sheet Calculations to discuss the Estimated Calculations. Buyer and the Company shall work together in good faith, prior to the Closing, to resolve any additional information reasonably requested by Purchaser related thereto. To the extent that Purchaser disagrees with disagreements over any items set forth on in the Estimated Closing Statement or Calculations, and the items set forth in the Estimated Balance Sheet, Purchaser may deliver written notice of its disagreement Calculations shall for all purposes in this Agreement be equal to the amounts initially proposed by the Company at least one (1) Business Day prior to the Closing Date, and Purchaser together with any revisions thereto that are mutually agreed upon by Buyer and the Company shall negotiate in good faith to resolve such disagreements prior to the Closing; provided, that if any disagreement between the Company and Purchaser as to such Estimated Closing Statement or Estimated Balance Sheet is not resolved by the Closing Date, the Estimated Closing Statement or Estimated Balance Sheet prepared by the Company, as revised to reflect any agreed changes thereto but not any changes thereto that are not agreed, shall be the Estimated Closing Statement or Estimated Balance Sheet for purposes of this ARTICLE III. (iv) In the event of a Working Capital Surplus or a Working Capital Deficit, the Base Share Consideration shall be adjusted in accordance with Section 3.2(a); provided, however, in the event such foregoing adjustment would result in a Seller or its permitted assignee hereunder becoming a Control Person of Purchaser, Purchaser shall have the right, in its sole discretion, to satisfy such adjustment in cash to the extent required to avoid the creation of a new Control Person.

Pre-Closing Adjustment. (ia) At least three (3) Business Days before the ClosingStockholder shall prepare, the Company shall prepare or cause to be prepared, and deliver to Purchaser (A) an estimated balance sheet of Parent on or before the Company as of date that is three days before the anticipated Closing Date (without giving effect to the transactions contemplated herein) (the “Estimated Balance Sheet”), (B) a statement (the “Estimated Closing Statement”) setting forthconsisting of (A) an estimated consolidated balance sheet of the Companies as of the close of business on such anticipated Closing Date, (B) a good faith estimation in reasonable detail, detail of the Estimated Closing Working Capital derived from such balance sheet and (C) a good faith calculation of the amounts of any contribution or payments required under Section 2.4(b). The Estimated Closing Statement shall be prepared in accordance with the Accounting Principles GAAP applied on a basis consistent with Section 3.3(hthe accounting principles, methods, practices, policies and procedures (with consistent classifications, judgments and valuation and estimation methodologies) belowthat were used to prepare the Historical Financial Statements, except as set forth in Exhibit 2.4(a) (1with such exceptions, the “Applicable Accounting Principles”). For illustrative purposes, Exhibit 2.4(a) contains a good faith estimate pro forma calculation of the Net Estimated Closing Working Capital as of December 31, 2009 applying the Measurement Time Applicable Accounting Principles. (b) The difference between (i) the Base Working Capital Value, minus (ii) the Estimated Closing Working Capital, expressed as a positive, if positive, or as a negative, if negative, is referred to in this Agreement as the “Estimated Closing Working Capital”)Capital Adjustment Amount.” In the event that the Estimated Closing Working Capital Adjustment Amount is a negative number, then Stockholder shall cause the Company to declare and pay a special dividend to Stockholder on or before the Closing Date (2by wire transfer of immediately available funds) a good faith estimate in an amount in cash equal to the absolute value of the Indebtedness (excluding the Assumed Indebtedness) as of the Measurement Time (the “Estimated Closing Indebtedness”Working Capital Adjustment Amount; provided that the payment of such amount shall be subject to the restrictions in Section 5.2(b)(xi), together with the Payoff Letters, (3) . Such special dividend shall be subject to an obligation by Stockholder to make a good faith estimate of the amount of Cash as of the Measurement Time (“Estimated Cash”), and (4) the amount and calculation of the Closing Share Consideration issuable to each Seller at the Closing as adjusted possible subsequent contribution pursuant to Section 3.2 based on 2.5(e) below. In the foregoing amounts, and (C) a certificate executed by the Chief Financial Officer or an equivalent officer of the Company certifying each of the foregoing. (ii) Section 3.3(a)(ii) of the Company Disclosure Schedule contains, with respect to event that the Estimated Closing Indebtedness anticipated Working Capital Adjustment Amount is a positive number, then Stockholder shall contribute to be included the Company on or before the Closing Date (by wire transfer of immediately available funds) an amount in cash equal to the value of the Estimated Closing Statement, such Estimated Closing Indebtedness, including the names of each Person to which such Estimated Closing Indebtedness is owed and the aggregate amounts owed to each such Person. The payoff letters evidencing such Estimated Closing Indebtedness (the “Payoff Letters”) shall state that if such aggregate amount so identified is paid in accordance with such Payoff Letter, such Indebtedness shall be repaid in full and, if applicable, all Encumbrances securing such Indebtedness shall be released. (iii) The Company shall provide a reasonable level of supporting documentation for the Estimated Closing Statement, the Estimated Balance Sheet and any additional information reasonably requested by Purchaser related thereto. To the extent that Purchaser disagrees with any items set forth on the Estimated Closing Statement or the Estimated Balance Sheet, Purchaser may deliver written notice of its disagreement to the Company at least one (1) Business Day prior to the Closing Date, and Purchaser and the Company shall negotiate in good faith to resolve such disagreements prior to the Closing; provided, that if any disagreement between the Company and Purchaser as to such Estimated Closing Statement or Estimated Balance Sheet is not resolved by the Closing Date, the Estimated Closing Statement or Estimated Balance Sheet prepared by the Company, as revised to reflect any agreed changes thereto but not any changes thereto that are not agreed, shall be the Estimated Closing Statement or Estimated Balance Sheet for purposes of this ARTICLE III. (iv) In the event of a Working Capital Surplus or a Working Capital Deficit, the Base Share Consideration shall be adjusted in accordance with Section 3.2(a); provided, however, in the event such foregoing adjustment would result in a Seller or its permitted assignee hereunder becoming a Control Person of Purchaser, Purchaser shall have the right, in its sole discretion, to satisfy such adjustment in cash to the extent required to avoid the creation of a new Control PersonAdjustment Amount.