Common use of Resolution of Disputes Clause in Contracts

Resolution of Disputes. Parent and the Shareholders’ Representative will attempt to promptly resolve the matters raised in any Dispute Notice in good faith. Beginning ten (10) business days after delivery of any Dispute Notice pursuant to Section 2.02(d), either Parent or the Shareholders’ Representative may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent and the Shareholders’ Representative (the “Accounting Firm”). The Accounting Firm will promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement. The Accounting Firm shall act as an expert and not an arbitrator and shall render a written decision as to each disputed matter, in reasonable detail of the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Notice. The fees and expenses of the Accounting Firm shall be apportioned among Parent and the Shareholders’ Representative (on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders).

Resolution of Disputes. Parent The MM Stockholders and the Shareholders’ Representative will Cerberus Stockholders agree to attempt to promptly resolve the matters raised in good faith any Dispute Notice arising under Section 4.03 that detrimentally affects or could reasonably be expected to detrimentally affect the conduct of the business of the Company. If such Dispute remains unresolved for 20 Business Days, MM and Cerberus shall proceed to have the Dispute resolved by the Chief Executive Officer, Chief Investment Officer or Chief Financial Officer of MM, on the one hand, and the Chief Executive Officer, Chief Operating Officer, Chief Accounting Officer or Head of Private Equity of Cerberus, on the other hand. Such Dispute resolution effort shall involve at least one in good faithperson meeting and shall continue for up to 10 Business Days. Beginning ten (10) business days after delivery If such Dispute resolution effort fails, any of any Dispute Notice pursuant to Section 2.02(d), either Parent MM or the Shareholders’ Representative Cerberus may provide written notice to the other (the “Dispute Submission Notice”) to the other that it elects to submit the disputed items Dispute to JAMS or a nationally recognized independent accounting firm chosen non-binding mediation process conducted by a mediator to be selected jointly by Parent MM and the Shareholders’ Representative Cerberus (the “Accounting FirmDispute Mediator”). The Accounting Firm will promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement. The Accounting Firm shall act as an expert and not an arbitrator and shall render a written decision as to each disputed matter, in reasonable detail of the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Notice. The fees and expenses of the Accounting Firm shall be apportioned among Parent and the Shareholders’ Representative (on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement Stockholder agrees to use its commercially reasonable efforts to cooperate in the selection of the Dispute Mediator and to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and Dispute Mediator in seeking to cause the Accounting Firm Dispute Mediator to resolve any such dispute as soon as practicable Dispute no later than 30 Business Days after the commencement selection of the Accounting Firm’s engagementDispute Mediator. Any portion Upon the earlier to occur of (a) delivery by MM or Cerberus of two Dispute Notices each relating to disputes over matters set forth in Section 4 of the Accounting Firm’s fees Certificate of Designations, or (b) delivery by MM and any expenses payable hereunder Cerberus of three Dispute Notices in the aggregate, either of MM or Cerberus (the “Initiating Stockholder”) may elect to deliver to the other Stockholders (the Cerberus Stockholders or the MM Stockholders, as the case may be) a written notice (the “Dutch Auction Notice”) containing an irrevocable offer to sell all Company Capital Stock held by the shareholders Initiating Stockholder at a purchase price and on the terms and conditions contained in the Dutch Auction Notice. The offeree Stockholders shall be required within 30 Business Days to either (x) purchase all the Company Capital Stock of the Initiating Stockholder at the purchase price and on the terms and conditions contained in the Dutch Auction Notice, or (y) sell all Company prior Capital Stock held by the offeree Stockholders to the Closing Initiating Stockholder at the purchase price and on the terms and conditions contained in the Dutch Auction Notice. In the event that the offeree Stockholders elects to sell all Company Capital Stock held by them to the Initiating Stockholder pursuant to this Section 7.01, the Initiating Stockholder shall be paid by obligated to purchase all such Company Capital Stock at the Shareholders’ Representative (purchase price and on behalf of the Shareholders)terms and conditions contained in the Dutch Auction Notice. During and after any period in which a Dutch Auction Notice is outstanding, neither MM Stockholders nor Cerberus Stockholder shall assert any claims against the others, except with respect to the Dutch Auction Notice.

Resolution of Disputes. Parent If Seller and the Shareholders’ Representative will attempt Buyer fail to promptly resolve reach an agreement with respect to any or all of the matters raised in any Dispute Notice in good faith. Beginning ten (10) business days after delivery of any Dispute Notice pursuant to Section 2.02(d), either Parent or the Shareholders’ Representative may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent and the Shareholders’ Representative (the “Accounting Firm”). The Accounting Firm will promptly, in accordance with the rules set forth in the Accounting FirmStatement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to an impartial regionally recognized financial consulting firm or a firm of independent certified public accountants other than Seller’s engagement letter Accountants, the Business’s accountants or Buyer’s Accountants mutually agreeable to Buyer and its customary practicesSeller (the “Independent Accountant”) who, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement. The Accounting Firm shall act acting as an expert and not an arbitrator arbitrator, and without considering extrinsic evidence, shall render resolve the Disputed Amounts only to the extent they relate to accounting matters and make any adjustments to the Closing Statement. The Independent Accountant shall be jointly instructed by the parties to make a written determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after engagement of the Independent Accountant, and its resolution of the Disputed Amounts and, other than with respect to conclusions of Law and interpretation of this Agreement and consideration of extrinsic evidence, its adjustments to the Closing Statement shall be conclusive (other than with respect to conclusions of Law and interpretation of this Agreement and consideration of extrinsic evidence) absent manifest error. The Independent Accountant shall decide only the specific items under dispute by the parties and the Independent Accountant’s decision as for each Disputed Amount must be within the range of values assigned to each disputed matter, in reasonable detail of the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown such item in the Proposed Final Closing Statement or greater than and the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute NoticeStatement of Objections, respectively. The fees and expenses of the Accounting Firm Independent Accountant shall initially be split 50/50 between Buyer and Seller, and after the final resolution of any dispute, shall be apportioned among Parent borne by Buyer, on the one hand, and Seller, on the Shareholders’ Representative (other hand, based on behalf of the Shareholders) based upon the relative extent to percentage which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees contested amount not awarded to each party bears to the amount actually contested by such party (and any the appropriate party shall reimburse the other party accordingly). For example, if closing accounts receivable is the only disputed item, and Seller claims that closing accounts receivable is $1,000, and Buyer contests only $500 of the amount claimed by Seller, and if the Independent Accountants ultimately resolve the dispute by awarding Seller $300 of the $500 contested, then the costs and expenses payable hereunder of Independent Accountants will be allocated 60% (i.e., 300 ÷ 500) to Buyer and 40% (i.e., 200 ÷ 500) to Seller. Any dispute that cannot be resolved by the shareholders of the Company prior Independent Accountant pursuant to the Closing provisions hereof shall be paid resolved by the Shareholders’ Representative (on behalf courts of the Shareholders)law set forth in Section 10.11.

Resolution of Disputes. Parent Buyer and the ShareholdersSellers’ Representative will attempt to promptly resolve the matters raised in any Working Capital Dispute Notice in good faith. Beginning ten (10) business days Business Days after delivery of any Working Capital Dispute Notice pursuant to Section 2.02(d2.6(d), either Parent Buyer or the ShareholdersSellers’ Representative may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent and the Shareholders’ Representative Ernst & Young LLP’s Boston office (the “Accounting Firm”). The Accounting Firm will promptly, in accordance with the rules set forth in Commercial Arbitration Rules of the American Arbitration Association, to the extent the Accounting Firm’s engagement letter and its customary practicesFirm agrees to comply with these rules, review only those unresolved items and amounts specifically set forth and objected to in the Working Capital Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement. The Accounting Firm shall be instructed in writing by the Buyer and Seller’s Representative that the Accounting Firm must accept the Proposed Final Balance Sheet and Proposed Final Closing Statement except to the extent that any item was not calculated in accordance with paragraph (c) above (including the definition of Net Working Capital and the Net Working Capital Calculation Schedule) or reflects mathematical errors. In any such case, a single partner of the Accounting Firm selected by such Accounting Firm in accordance with its normal procedures and having expertise with respect to settlement of such disputes shall act as an expert for the Accounting Firm in the determination proceeding, and not an arbitrator and the Accounting Firm shall render a written decision as to each disputed matter, including a statement in reasonable detail of the basis for its decision. In no event shall the decision of the Accounting Firm (i) provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the ShareholdersSellers’ Representative’s Representatives’ alternative calculation thereof shown in the Working Capital Dispute Notice or (ii) provide for a determination of any item of Debt reflected in the Closing Debt Amount or any Seller Transaction Expense that is greater in amount than the amount thereof shown in the Proposed Final Closing Statement or less in amount than the Sellers’ Representatives’ alternative calculation thereof shown in the Working Capital Dispute Notice. The fees and expenses of the Accounting Firm shall be apportioned among Parent and borne by the Shareholders’ Representative non-prevailing party (on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld as determined by the Accounting Firm) or if the Accounting Firm determines that neither party could be fairly found to be the prevailing party or makes no determination of any nature on who is the prevailing party, then such fees and expenses shall be borne 50% by the Sellers and 50% by the Buyer. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.022.6, are referred to herein as the “Final Closing Balance Sheet” and the “Final Closing Statement”, respectively. Each of the parties to this Agreement Seller’s Representatives and the Buyer agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders).

Resolution of Disputes. Parent Unless Buyer notifies Shareholders in writing within thirty (30) days after receipt of the Closing Date Balance Sheet that Buyer disputes any matter with respect to such Closing Date Balance Sheet, and specifies in reasonable detail the basis for such objection and the Shareholders’ Representative will attempt amount in dispute, the Closing Date Balance Sheet shall become final and binding upon the parties for purposes of the post-closing adjustment to promptly be made pursuant to this Section 2.3. During the thirty (30) day period following Buyer's receipt of the Closing Date Balance Sheet, Buyer and their representatives shall have the right to review all books and working papers of Shareholders and Price Waterhouse related to the preparation of the Closing Date Balance Sheet. If Buyer provides such notice of objection to Shareholders within such thirty-day period, Buyer and Shareholders shall negotiate in good faith to resolve the issues set forth in Buyer's notice of objection during the thirty-day period following Buyer's notice. If Buyer and Shareholders are unable to resolve such objections within such thirty-day period, the disputed matters raised in (and only the disputed matters) shall be submitted to one of the nationally recognized independent accounting firms which is on the date hereof among the six largest firms (the "Big Six Accounting Firm") mutually selected by Buyer and Shareholders. Any reference to the Big Six Accounting Firm shall be deemed to include a reference to any Dispute Notice in good faithmember or employee thereof (who is a certified public accountant) which any such firm may designate as the arbitrator on its behalf. Beginning If within ten (10) business days after delivery following commencement of the selection process Seller and Shareholders shall have failed to agree upon the selection of the Big Six Accounting Firm or such firm declines to act, then Buyer and Shareholders shall each select a Big Six Accounting Firm and such firms shall jointly select a third firm, with preference being given to any Dispute Notice pursuant to Section 2.02(d)one of the Big Six Accounting Firms, either Parent or which firm shall then act as the Shareholders’ Representative may provide written notice to the other arbitrator (the “Dispute Submission Notice”"Arbitrator") that it elects to submit resolve the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent and the Shareholders’ Representative (the “Accounting Firm”)matters. The Accounting Firm will promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter Arbitrator shall act promptly to resolve all disputed matters and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute decision with respect to each such specific unresolved item all disputed matters shall be final and amount in accordance with this Agreementbinding upon the parties hereto and shall not be appealable to any court. The Accounting Firm shall act as an expert and not an arbitrator and shall render a written decision as to each disputed matterfees, in reasonable detail of the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Notice. The fees costs and expenses of the Accounting Firm Arbitrator shall be apportioned among Parent shared equally between Buyer and the Shareholders’ Representative (on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders).

Resolution of Disputes. Parent If the parties are unable to agree on the Proration Schedule as of the Closing Date, and all other conditions are otherwise satisfied, the Shareholders’ Representative will attempt Closing Date Cash Payment shall be determined on the basis of the Proration Schedule prepared by Seller and certified by Guarantors. Subsequent to promptly resolve the matters raised Closing, Purchaser shall be entitled to object to the Proration Schedule and seek Seller’s agreement to the modification thereof (as well as the amount of the Closing Date Cash Payment). If Purchaser and Seller agree to the proposed modification within thirty (30) days of the Closing Date, Purchaser or Seller shall make the adjusting payment to the other. If no agreement is reached within the thirty (30) day period, either Purchaser or Seller shall be entitled to submit the dispute for resolution to a nationally recognized accounting firm reasonably acceptable to Purchaser and Seller (the “Independent Accountant”), or in any Dispute Notice in good faiththe absence of agreement, Xxxxx Xxxxxxxx LLP. Beginning If the Independent Accountant is retained, each of Purchaser and Seller shall submit a written statement summarizing its position on the disputed prorations to the Independent Accountant not more than ten (10) business days Business Days after delivery of its appointment, together with any Dispute Notice pursuant supporting documentation as it deems necessary or as may be requested by the Independent Accountant. The Independent Accountant shall be instructed to Section 2.02(d), either Parent or the Shareholders’ Representative may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit render its decision on the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent and the Shareholders’ Representative prorations within thirty (the “Accounting Firm”). The Accounting Firm will promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement. The Accounting Firm shall act as an expert and not an arbitrator and shall render a written decision as to each disputed matter, in reasonable detail 30) days of receipt of the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Notice. The fees and expenses of the Accounting Firm shall be apportioned among Parent and the Shareholders’ Representative (on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firmwritten statements. The decision of the Accounting Firm with respect Independent Accountant as to the disputed items prorations shall be final and binding on, and shall not be subject to appeal by Seller or Purchaser. The Proration Schedule shall be revised to reflect the determination of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees Independent Accountant and any expenses payable hereunder by the shareholders of the Company prior payments required to the Closing be made as a result thereof shall be paid with interest at the Interest Rate from (and including) the Closing Date through (but excluding) the date of payment, by wire transfer of immediately available funds to such account as may be designated by the Shareholders’ Representative (on behalf recipient. The fees of the Shareholders)Independent Accountant shall be borne equally by the Purchaser and the Seller.

Resolution of Disputes. Parent Buyer and the Shareholders’ Member Representative will attempt to promptly resolve the matters raised in any Working Capital Dispute Notice in good faith. Beginning ten (10) business days Business Days after delivery of any Working Capital Dispute Notice pursuant to Section 2.02(d1.5(d), either Parent Buyer or the Shareholders’ Member Representative may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent and the Shareholders’ Representative (the “Accounting Firm”). The Accounting Firm will promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter and its customary practices, promptly review only those unresolved items and amounts specifically set forth and objected to in the Working Capital Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement. The In any such case, a single partner of the Accounting Firm selected by such Accounting Firm in accordance with its normal procedures and having expertise with respect to settlement of such disputes shall act as an expert for the Accounting Firm in the determination proceeding, and not an arbitrator and the Accounting Firm shall render a written decision as to each disputed matter, including a statement in reasonable detail of the basis for its decision. In no event shall the decision of the Accounting Firm (x) provide for a calculation of the Closing Cash Amount or Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Member Representative’s alternative calculation thereof shown in the Working Capital Dispute Notice. The fees and expenses , or (y) provide for a determination of any item of Indebtedness reflected in the Accounting Firm shall be apportioned among Parent and Closing Debt Amount or any Company Expense that is greater in amount than the Shareholders’ Representative (on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of amount thereof shown in the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on or less in amount than the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting FirmMember Representative’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders).alternative calculation thereof

Resolution of Disputes. Parent Buyer and the Shareholders’ Representative Member Representative, on behalf of the Participating Holders, will attempt to promptly resolve the matters raised in any Working Capital Dispute Notice promptly and in good faith. Beginning ten (10) business days At any time on or after the tenth Business Day after delivery of any Working Capital Dispute Notice pursuant to Section 2.02(d1.11(c), either Parent or Buyer and the Shareholders’ Representative may provide written notice to Member Representative, on behalf of the other (the “Dispute Submission Notice”) that it elects to Participating Holders, will submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent the Accounting Firm if such dispute has not, prior to submittal, been resolved between Buyer and the Shareholders’ Representative (the “Accounting Firm”)Members. The Accounting Firm Firm, acting as an expert and not an arbitrator, will promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter and its customary practices, promptly review only those unresolved items and amounts specifically set forth and objected to in the Working Capital Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement. The Accounting Firm shall be instructed in writing by Buyer and the Member Representative, on behalf of the Participating Holders, that the Accounting Firm must accept the Proposed Final Closing Balance Sheet and Proposed Final Net Working Capital Statement except to the extent it (i) was not prepared consistent with the principles, practices and policies set forth in paragraph (a) above, (ii) contains mathematical errors or (iii) contains an error, miscalculation, inaccuracy, omission or oversight that if corrected would be consistent with the parameters, process and procedures set forth in paragraph (a) above. In any such case, a single partner of the Accounting Firm selected by such Accounting Firm in accordance with its normal procedures and having expertise with respect to the analysis and settlement of such disputes shall act for the Accounting Firm in the determination proceeding, and the Accounting Firm shall render, as an expert and not an arbitrator and shall render expert, a written decision as to each disputed matter, including a statement in reasonable detail of the basis for its decisionexpert determination. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Net Working Capital Statement or greater than the Shareholders’ Member Representative’s alternative calculation thereof shown in the Working Capital Dispute Notice. The fees and expenses of the Accounting Firm shall be apportioned among Parent borne equally by Buyer, on the one hand, and the Shareholders’ Representative Qualified Members (from the Escrow Amount), on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firmother hand. The decision determination of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Balance Sheet and the Proposed Final Net Working Capital Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, the Proposed Final Closing Balance Sheet and the Proposed Final Net Working Capital Statement, if there shall be no Working Capital Dispute Notice delivered pursuant to paragraph (b) above, or as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.021.11, are referred to herein as the “Final Closing Balance Sheet” and the “Final Closing Statement”, respectively. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to shall cooperate with the Accounting Firm in all commercially reasonable respects (including by executing a customary engagement letter reasonably acceptable to it) and shall seek to cause the Accounting Firm to resolve any such dispute as soon as practicable (but in no event later than sixty (60) days) after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders).

Resolution of Disputes. Parent The Buyer and the Shareholders’ Representative Seller will attempt to promptly resolve the matters raised Disputed Items in good faith during the twenty (20) day period following delivery of the Dispute Notice. During such twenty (20) day period, the Buyer shall provide, and shall cause the Acquired Companies to provide, the Seller and its Representatives with access to, and the opportunity to make copies of, the work papers (subject to customary access letters) and other materials used or considered by the Buyer in the preparation of the Closing Statement, and reasonable access to personnel and Representatives of the Buyer and the Acquired Companies who assisted or were consulted in the preparation of the Closing Statement. Disputed Items resolved by the Seller and the Buyer within the twenty (20) day period will be final, conclusive and binding on the parties. If the Buyer and the Seller are unable to resolve any Disputed Items in the Dispute Notice in good faith. Beginning ten within the twenty (1020) business days after delivery of any Dispute Notice pursuant to Section 2.02(d)day period, either Parent the Buyer or the Shareholders’ Representative Seller may provide written notice to the other (the “Dispute Submission Notice”) at any time after the expiration of the twenty (20) day period, that it elects is submitting the remaining Disputed Items for resolution to submit Ernst & Young LLP (the disputed items “Independent Referee”). In the event that Ernst & Young LLP is unwilling or unable to JAMS or act as the Independent Referee and an alternative accounting firm is not selected by mutual agreement of the Buyer and the Seller within ten (10) days following the giving of the Dispute Submission Notice, each of the Buyer and the Seller shall promptly select an accounting firm and promptly cause such two accounting firms to mutually select a nationally recognized third independent accounting firm chosen jointly by Parent to act as the Independent Referee. The Buyer and the Shareholders’ Representative Seller will instruct the Independent Referee to render its decision within thirty (30) days (and in -19- any event as soon as practicable) after the “Accounting Firm”submission to the Independent Referee of their respective final calculations of the Disputed Items (which the Buyer and the Seller shall submit to the Independent Referee not later than ten (10) days following the giving of the Dispute Submission Notice or, if applicable, not later than ten (10) days following the selection of an alternative independent accounting firm pursuant to the preceding sentence). Each of the Buyer and the Seller shall, and the Buyer shall cause the Acquired Companies to, use reasonable best efforts to comply with all reasonable requests by the Independent Referee for access to their respective work papers (subject to customary access letters), information, books, records and similar items, personnel and Representatives. The Accounting Firm Independent Referee will promptly(i) review such final calculations of the Disputed Items, in accordance with the rules set forth in the Accounting Firm’s engagement letter and its customary practices, review (ii) determine only those unresolved items Disputed Items remaining in dispute between the Buyer and amounts specifically set forth the Seller, and objected (iii) only be permitted or authorized to in the Dispute Notice and resolve the dispute determine an amount with respect to each any such specific unresolved item and amount in accordance with this Agreement. The Accounting Firm shall act as an expert and not an arbitrator and shall render a written decision as to each disputed matter, in reasonable detail of the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital Disputed Item that is less than between the applicable calculation thereof shown amount of such Disputed Item as proposed by the Buyer in the Proposed Final Closing Statement or greater than and the Shareholders’ Representative’s alternative calculation thereof shown amount of such Disputed Item as proposed by the Seller in the Dispute Notice. The fees and expenses Independent Referee’s determination will be (a) in writing, (b) furnished to each of the Accounting Firm shall be apportioned among Parent Buyer and the Shareholders’ Representative Seller within thirty (on behalf 30) days, to the extent practicable, and in any event as promptly as practicable, after the Seller’s and the Buyer’s respective final calculations of the ShareholdersDisputed Items have been submitted to the Independent Referee, (c) based upon the relative extent limited in scope to which the positions whether such final calculations of the Shareholders’ Representative Disputed Items were done in accordance with this Section 2.5 and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be Principles and/or contained mathematical errors and (d) final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to The costs and expenses incurred by the parties Seller and the decision Buyer in connection with any dispute under this Section 2.5.4 shall be borne by the party incurring such costs and expenses, and the fees and expenses of the Accounting Firm, in each case, Independent Referee with respect to any dispute referred to the Independent Referee pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing 2.5.4 shall be paid by the Shareholders’ Representative (party whose final calculation of the Disputed Items is determined to be less correct by the Independent Referee. Neither the Buyer nor the Seller will disclose to the Independent Referee, and the Independent Referee will not consider for any purpose, any settlement discussions or settlement offer made by or on behalf of the Shareholders)Buyer or the Seller, unless otherwise agreed by the Buyer and the Seller.

Resolution of Disputes. Parent If the Sellers deliver a Dispute Notice to the Purchaser in a timely manner, then the Purchaser and the Shareholders’ Representative will Sellers shall attempt to promptly resolve the matters raised in any Dispute Notice in good faithfaith to resolve such dispute within thirty (30) days from the date of the Dispute Notice. Beginning If the Purchaser and the Sellers cannot reach agreement within such thirty (30) day period (or such longer period as they may mutually agree), then the dispute shall be promptly referred to an independent accounting firm of national reputation mutually acceptable to the Purchaser and the Sellers, or if the parties are unable to agree on such a firm within ten (10) business days after delivery of any Dispute Notice pursuant to Section 2.02(d(or such longer period as they may mutually agree), either Parent or the Shareholders’ Representative may provide written notice to the other BDO (the “Dispute Submission NoticeIndependent Auditor”) that it elects to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent and the Shareholders’ Representative (the “Accounting Firm”)for binding resolution. The Accounting Firm will promptly, Independent Auditor shall determine the Net Working Capital as of the Closing Date (which amount may not be greater than as set forth in the Sellers’ Dispute Notice or less than as set forth in the Purchaser’s Closing Statement) in accordance with the rules set forth provisions of this Agreement as promptly as may be reasonably practicable and shall endeavor to complete such process within a period of no more than sixty (60) days. The Independent Auditor may conduct such proceedings as the Independent Auditor, in its sole discretion, determines will assist in the Accounting Firm’s engagement letter determining the Net Working Capital as of the Closing Date and its customary practices, review only those unresolved items shall deliver to the Purchaser and amounts specifically set the Sellers concurrently a written opinion setting forth and objected to in a final determination of the Dispute Notice and resolve Net Working Capital as of the dispute with respect to each such specific unresolved item and amount Closing Date calculated in accordance with the provisions of this Agreement. The Accounting Firm shall act as an expert and not an arbitrator and shall render a written decision as to each disputed matter, in reasonable detail determination of the basis for its decision. In no event Independent Auditor shall be final and binding on the decision Purchaser and the Sellers, effective as of the Accounting Firm provide for a calculation of Net Working Capital that date the Independent Auditor’s written opinion is less than received by the applicable calculation thereof shown in Purchaser and the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute NoticeSellers. The Sellers and the Purchaser shall each be responsible for one-half of the costs and expenses of the Independent Auditor. The Sellers and the Purchaser shall each bear their own legal, accounting and other fees and expenses of the Accounting Firm shall be apportioned among Parent and the Shareholders’ Representative (on behalf participating in such dispute resolution procedure. The Net Working Capital as of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, Date as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, finally determined pursuant to clause (d) or clause (e) of this Section 2.023.3, are is referred to herein as the “Final Closing Statement”. Each Actual Net Working Capital as of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders)Date.”

Resolution of Disputes. Parent Buyer and the ShareholdersSellers’ Representative will attempt to promptly resolve the matters raised in any Dispute Notice in good faithfaith and any disputed items resolved in writing between the Buyer and the Sellers’ Representative shall be final, conclusive and binding on the parties hereto and the Sellers for purposes of this Section 2.09. Beginning ten (10) business 30 calendar days after delivery of any Dispute Notice pursuant to Section 2.02(d2.09(c), either Parent Buyer or the ShareholdersSellers’ Representative may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the such disputed items to JAMS Deloitte LLP or a another nationally recognized independent accounting firm chosen jointly agreed to in writing by Parent Buyer and the ShareholdersSellers’ Representative (the “Accounting Firm”). The parties will instruct the Accounting Firm will to promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter such procedures as it deems fair and its customary practicesequitable and acting as an expert (not an arbitrator), review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice Notice. A single partner of the Accounting Firm selected by such Accounting Firm in accordance with its normal procedures and resolve the dispute having expertise with respect to each settlement of such specific unresolved item disputed items and amount the industry in accordance with this Agreementwhich the Company operates will act for the Accounting Firm in the determination proceeding. Each of Buyer and the Sellers’ Representative will be afforded an opportunity to submit a written statement in favor of its position to, and to advocate for its position orally before, such partner of the Accounting Firm. The Accounting Firm shall act as an expert and not an arbitrator and shall will render a written decision as with respect to each such disputed matteritems, including a statement in reasonable detail of the basis for its decision. In no event , which decision shall the decision of be made in accordance with the Accounting Firm provide for a calculation of Net Working Capital that is less than Policies and this Agreement (including the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Noticerelevant definitions as provided herein). The fees costs and expenses of the Accounting Firm shall will be apportioned among Parent borne on a proportionate basis by Buyer and the ShareholdersSellers’ Representative (on behalf of Sellers), based in the Shareholders) based upon the relative extent to percentage which the positions portion of the Shareholders’ Representative and Parent are upheld disputed amount not awarded to each such Person bears to the amount actually disputed by such Person, as determined by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement submitted to it will be be, absent manifest error, final, conclusive and binding on the parties, absent manifest or arithmetical errorsparties and the Sellers for purposes of this Section 2.09. As used herein, the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.022.09, are referred to herein as the “Final Closing Balance Sheet” and the “Final Closing Statement”,” respectively. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable and within 45 calendar days after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders).

Resolution of Disputes. Parent During the thirty (30) day period following the date on which the Objection Notice is received by Purchaser, Purchaser and the Shareholders’ Representative will attempt Sellers shall meet in an effort to promptly resolve any objections contained therein. If Purchaser and Sellers are unable to resolve the matters raised dispute within such thirty (30) day period, then any disputed matter set forth in any Dispute the Objection Notice in good faith. Beginning ten (10) business days after delivery of any Dispute Notice pursuant which remains unresolved shall be submitted for final determination to Section 2.02(d), either Parent or the Shareholders’ Representative may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS or a nationally recognized an independent accounting firm chosen jointly with no current relationship with any Party agreed upon in writing by Parent the Purchaser and the Shareholders’ Representative Sellers (such firm, the “Independent Accounting Firm”). The Independent Accounting Firm will promptlyshall, in accordance with based solely on the rules documents and presentations made by Purchaser and Sellers and within thirty (30) days after its receipt of any such disputed matter, render a written report as to the resolution of each disputed matter set forth in the Objection Notice which remains outstanding, and as to the calculation of the Final Adjustment Amounts and the final Closing Purchase Price. The Independent Accounting Firm shall have exclusive jurisdiction over, and resort to the Independent Accounting Firm shall be the sole recourse and remedy of the Parties against one another or any other Person with respect to, any disputes arising out of or relating to the Closing Date Balance Sheet, the Working Capital Schedule, the Indebtedness Schedule, the Company Transaction Cost Schedule, the Final Adjustment Amounts and the Closing Purchase Price. The Independent Accounting Firm’s engagement letter determination shall be conclusive and its customary practices, review binding on all parties and shall be enforceable in a court of law. The Parties agree that all adjustments shall be made without regard to materiality. The Independent Accounting Firm shall only those unresolved decide the specific items under dispute by the Parties and amounts specifically set forth and objected to in their decision for each disputed amount must be within the Dispute Notice and resolve the dispute with respect range of values assigned to each such specific unresolved item and amount in accordance with this Agreement. The Accounting Firm shall act as an expert and not an arbitrator and shall render a written decision as to each disputed matter, in reasonable detail of the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital that is less than Schedule and the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Objection Notice, respectively. The fees and expenses of the Independent Accounting Firm shall be apportioned among Parent and the Shareholders’ Representative (on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (Sellers, on behalf of the Shareholders)one hand, and Purchaser, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Sellers or Purchaser, respectively, bears to the aggregate amount actually contested by the Sellers and Purchaser.

Resolution of Disputes. Parent Crane and the ShareholdersSellers’ Representative Representatives will attempt to promptly resolve the matters raised Disputed Items in good faith during the twenty (20) day period following delivery of the Dispute Notice. During such twenty (20) day period, Crane shall provide, and shall cause the Acquired Companies to provide, the Sellers’ Representatives and their respective Representatives with access to, and the opportunity to make copies of, the work papers and other materials used or considered by Crane in the preparation of the Closing Balance Sheet and the Closing Statement, and reasonable access to personnel and Representatives of Crane and the Acquired Companies who assisted or were consulted in the preparation of the Closing Balance Sheet and the Closing Statement. Disputed Items resolved by the Sellers’ Representatives and Crane within such twenty (20) day period will be final, conclusive and binding on the parties for purposes of this Section 2.5. If Crane and the Sellers’ Representatives are unable to resolve any Disputed Items in the Dispute Notice in good faith. Beginning ten within such twenty (1020) business days after delivery of any Dispute Notice pursuant to Section 2.02(d)day period, either Parent Crane or the ShareholdersSellers’ Representative Representatives may provide written notice to the other other(s) (the “Dispute Submission Notice”) that it elects is submitting the remaining Disputed Items for resolution to submit the disputed items to JAMS KPMG or a another nationally recognized independent accounting firm chosen jointly by Parent the Sellers’ Representatives and the Shareholders’ Representative Buyers (the “Accounting FirmIndependent Referee”). In the event that KPMG is unwilling or unable to act as the Independent Referee and an alternative accounting firm is not selected by mutual agreement of Crane and the Sellers’ Representatives within ten (10) days following the giving of the Dispute Submission Notice, each of Crane and the Sellers’ Representatives shall promptly select an accounting firm and promptly cause such two accounting firms to mutually select a third independent accounting firm to act as the Independent Referee. Crane and the Sellers’ Representatives will instruct the Independent Referee to render its decision within thirty (30) days (and in any event as soon as practicable) after the submission to the Independent Referee of their respective final calculations of the Disputed Items (which Crane and the Sellers’ Representatives shall submit to the Independent Referee not later than ten (10) days following the giving of the Dispute Submission Notice or, if applicable, not later than ten (10) days following the selection of an alternative independent accounting firm pursuant to the preceding sentence). Each of Crane and the Sellers’ Representatives shall, and Crane shall cause the Acquired Companies to, use reasonable best efforts to comply with all requests by the Independent Referee for access to their respective work papers, information, books, records and similar items, personnel and Representatives. Crane may require that the Independent Referee enter into a customary form of confidentiality agreement with respect to the work papers and other documents and information relating to the Acquired Companies provided to the Independent Referee pursuant to this Section 2.5. The Accounting Firm Independent Referee’s determination will promptlybe (a) in writing, (b) furnished to each of Crane and the Sellers’ Representatives within thirty (30) days, to the extent practicable, and in any event as promptly as practicable, after the Sellers’ Representatives’ and Crane’s respective final calculations of the Disputed Items have been submitted to the Independent Referee, (c) limited in scope to whether such final calculations of the Disputed Items were done in accordance with this Section 2.5, the rules Accounting Principles and the Example Calculations and/or contained mathematical errors, (d) no more favorable to the Buyers than is set forth in the Accounting Firm’s engagement letter Closing Statement and its customary practices, review only those unresolved items and amounts specifically set forth and objected no more favorable to the Sellers than is proposed in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement. The Accounting Firm shall act as an expert and not an arbitrator and shall render a written decision as to each disputed matter(e) absent manifest error, in reasonable detail of the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Notice. The fees and expenses of the Accounting Firm shall be apportioned among Parent and the Shareholders’ Representative (on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errorsparties for purposes of this Section 2.5. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to Each party will bear its own costs and expenses in connection with the resolution of such dispute by the parties Independent Referee. The costs and expenses of the Independent Referee will be shared by the Buyers, on the hand, and the decision Sellers, on the other hand, in inverse proportion to the relative amounts of the Accounting Firm, in each case, pursuant disputed amount determined to this Section 2.02, are referred to herein as be for the “Final Closing Statement”. Each account of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with Buyers and the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause Sellers, respectively. Neither Crane nor the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior Sellers’ Representatives will disclose to the Closing shall be paid Independent Referee, and the Independent Referee must not consider for any purpose, any settlement discussions or settlement offer made by the Shareholders’ Representative (or on behalf of Crane or the Shareholders)Sellers’ Representatives, unless otherwise agreed by Crane and the Sellers’ Representatives.

Resolution of Disputes. Parent If Seller and the Shareholders’ Representative will attempt Buyer fail to promptly resolve reach an agreement with respect to all of the matters raised set forth in the Statement of Objections before expiration of the Resolution Period, then any Dispute Notice amounts remaining in good faith. Beginning ten dispute (10“Disputed Amounts”) business days after delivery shall be submitted for resolution to Xxxxx Xxxxxxxx LLP or, if Xxxxx Xxxxxxxx LLP is unable to serve, Buyer and Seller shall appoint by mutual written agreement the office of any Dispute Notice pursuant to Section 2.02(d), either Parent an impartial nationally recognized firm of independent certified public accountants other than Seller’s accountants or the Shareholders’ Representative may provide written notice to the other Buyer’s accountants (the “Dispute Submission NoticeIndependent Accountant”) that it elects who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any resulting adjustments to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent Post-Closing Adjustment, as the case may be, and the Shareholders’ Representative (the “Accounting Firm”)Closing Statement. The Accounting Firm will promptly, scope of the disputes to be resolved by the Independent Accountant shall be limited to fixing mathematical errors and determining whether the Disputed Amounts were determined in accordance with the rules set forth in Accounting Principles and the Accounting Firmother terms of this Agreement, and the Independent Accountant is not to make any other determination, including any determination as to whether the Target Working Capital or the Estimated Purchase Price are correct. The Independent Accountant shall only decide the specific items under dispute by the parties based solely on written submissions by Xxxxx and Seller (a copy of which shall be delivered to Buyer or Seller, as applicable) and their respective decisions and not by independent review. The Independent Accountant shall not permit or authorize ex parte communications. The Independent Accountant’s engagement letter and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in decision for each Disputed Amount must be within the Dispute Notice and resolve the dispute with respect range of values assigned to each such specific unresolved item and amount in accordance with this Agreement. The Accounting Firm shall act as an expert and not an arbitrator and shall render a written decision as to each disputed matter, in reasonable detail of the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than and the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute NoticeStatement of Objections, respectively. The fees and expenses of the Accounting Firm Independent Accountant shall be apportioned among Parent paid by Seller, on the one hand, and Buyer, on the Shareholders’ Representative other hand, based on the degree (on behalf of as determined by the ShareholdersIndependent Accountant) based upon the relative extent to which the Independent Accountant had accepted the positions of Seller and Buyer. For example, should the Shareholders’ Representative items in dispute total in amount to $1,000 and Parent are upheld the Independent Accountant awards $600 in favor of Seller position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. For the avoidance of doubt, the fees, costs and expenses of any party hereto incurred in connection with this Section 2.06(d)(iii) and the transactions contemplated hereby (other than the Independent Accountant fees and expenses, which shall be allocated in accordance with this Section 2.06(d)) shall be paid by the Accounting Firmparty incurring such fees, costs and expenses. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive Buyer and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to Seller shall use its commercially reasonable best efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm Independent Accountant to resolve any such dispute make a determination as soon as practicable after their engagement, and in any case within thirty (30) days (or such other time as the commencement parties hereto shall agree in writing), and their resolution of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees Disputed Amounts and any expenses payable hereunder by the shareholders of the Company prior their adjustments to the Closing Statement or the Post-Closing Adjustment shall be paid by conclusive and binding upon the Shareholders’ Representative (on behalf parties hereto. Judgment may be entered upon the determination of the Shareholders)Independent Accountant in any court having jurisdiction over the party against which such determination is to be enforced.

Resolution of Disputes. Parent The Buyer and the Shareholders’ Representative Seller will attempt to promptly resolve the matters raised Disputed Items in good faith during the twenty (20) day period following delivery of the Dispute Notice. During such twenty (20) day period, the Buyer shall provide, and shall cause the Acquired Companies to provide, the Seller and its Representatives with access to, and the opportunity to make copies of, the work papers (subject to customary access letters) and other materials used or considered by the Buyer in the preparation of the Closing Statement, and reasonable access to personnel and Representatives of the Buyer and the Acquired Companies who assisted or were consulted in the preparation of the Closing Statement. Disputed Items resolved by the Seller and the Buyer within the twenty (20) day period will be final, conclusive and binding on the parties. If the Buyer and the Seller are unable to resolve any Disputed Items in the Dispute Notice in good faith. Beginning ten within the twenty (1020) business days after delivery of any Dispute Notice pursuant to Section 2.02(d)day period, either Parent the Buyer or the Shareholders’ Representative Seller may provide written notice to the other (the “Dispute Submission Notice”) at any time after the expiration of the twenty (20) day period, that it elects is submitting the remaining Disputed Items for resolution to submit Ernst & Young LLP (the disputed items “Independent Referee”). In the event that Ernst & Young LLP is unwilling or unable to JAMS or act as the Independent Referee and an alternative accounting firm is not selected by mutual agreement of the Buyer and the Seller within ten (10) days following the giving of the Dispute Submission Notice, each of the Buyer and the Seller shall promptly select an accounting firm and promptly cause such two accounting firms to mutually select a nationally recognized third independent accounting firm chosen jointly by Parent to act as the Independent Referee. The Buyer and the Shareholders’ Representative Seller will instruct the Independent Referee to render its decision within thirty (30) days (and in -19- any event as soon as practicable) after the “Accounting Firm”submission to the Independent Referee of their respective final calculations of the Disputed Items (which the Buyer and the Seller shall submit to the Independent Referee not later than ten (10) days following the giving of the Dispute Submission Notice or, if applicable, not later than ten (10) days following the selection of an alternative independent accounting firm pursuant to the preceding sentence). Each of the Buyer and the Seller shall, and the Buyer shall cause the Acquired Companies to, use reasonable best efforts to comply with all reasonable requests by the Independent Referee for access to their respective work papers (subject to customary access letters), information, books, records and similar items, personnel and Representatives. The Accounting Firm Independent Referee will promptly(i) review such final calculations of the Disputed Items, in accordance with the rules set forth in the Accounting Firm’s engagement letter and its customary practices, review (ii) determine only those unresolved items Disputed Items remaining in dispute between the Buyer and amounts specifically set forth the Seller, and objected (iii) only be permitted or authorized to in the Dispute Notice and resolve the dispute determine an amount with respect to each any such specific unresolved item and amount in accordance with this Agreement. The Accounting Firm shall act as an expert and not an arbitrator and shall render a written decision as to each disputed matter, in reasonable detail of the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital Disputed Item that is less than between the applicable calculation thereof shown amount of such Disputed Item as proposed by the Buyer in the Proposed Final Closing Statement or greater than and the Shareholders’ Representative’s alternative calculation thereof shown amount of such Disputed Item as proposed by the Seller in the Dispute Notice. The fees and expenses Independent Referee’s determination will be (a) in writing, (b) furnished to each of the Accounting Firm shall be apportioned among Parent Buyer and the Shareholders’ Representative Seller within thirty (on behalf 30) days, to the extent practicable, and in any event as promptly as practicable, after the Seller’s and the Buyer’s respective final calculations of the ShareholdersDisputed Items have been submitted to the Independent Referee, (c) based upon the relative extent limited in scope to which the positions whether such final calculations of the Shareholders’ Representative Disputed Items were done in accordance with this Section 2.5 and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be Principles and/or contained mathematical errors and (d) final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to The costs and expenses incurred by the parties Seller and the decision Buyer in connection with any dispute under this Section 2.5.4 shall be borne by the party incurring such costs and expenses, and the fees and expenses of the Accounting Firm, in each case, Independent Referee with respect to any dispute referred to the Independent Referee pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing 2.5.4 shall be paid by the Shareholders’ Representative (party whose final calculation of the Disputed Items is determined to be less correct by the Independent Referee. Neither the Buyer nor the Seller will disclose to the Independent Referee, and the Independent Referee will not consider for any purpose, any settlement discussions or settlement offer made by or on behalf of the Shareholders)Buyer or the Seller, unless otherwise agreed by the Buyer and the Seller. 2.5.5.

Resolution of Disputes. Parent and the ShareholdersStockholders’ Representative Committee will attempt to promptly resolve the matters raised in any Dispute Notice in good faith. Beginning ten (10) business days Business Days after delivery of any Dispute Notice pursuant to Section 2.02(d3.01(d), either Parent or the ShareholdersStockholders’ Representative Committee may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS PricewaterhouseCoopers or a another nationally recognized independent accounting firm chosen jointly by Parent and the ShareholdersStockholders’ Representative Committee (the “Accounting Firm”). In the event that PricewaterhouseCoopers has not agreed to act as the Accounting Firm and an alternative Accounting Firm has not been selected by mutual agreement of Parent and the Stockholders’ Committee within ten (10) Business Days following the giving of the Dispute Submission Notice, each of Parent and the Stockholders’ Committee shall promptly select an accounting firm and promptly cause such two accounting firms to mutually select a third independent accounting firm to act as the Accounting Firm within twenty (20) Business Days of the giving of the Dispute Submission Notice. The Accounting Firm will promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement. The In any such case, a single partner of the Accounting Firm selected by such Accounting Firm in accordance with its normal procedures and having expertise with respect to settlement of such disputes and the industry in which the Company operates shall act as an expert for the Accounting Firm in the determination proceeding, and not an arbitrator and the Accounting Firm shall render a written decision as to each disputed matter, including a statement in reasonable detail of the basis for its decision. In no event shall the decision of the Accounting Firm (i) provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the ShareholdersStockholders’ RepresentativeCommittee’s alternative calculation thereof shown in the Dispute Notice or (ii) provide for a determination of any item of Debt reflected in the Closing Debt Amount, any payment that is part of the Locked Box Amount or any Seller Transaction Expense that is greater in amount than the amount thereof shown in the Proposed Final Closing Statement or less in amount than the Stockholders’ Committee’s alternative calculation thereof shown in the Dispute Notice. The fees and expenses of the Accounting Firm shall be apportioned among Parent borne equally by the Company and the ShareholdersStockholders’ Representative (on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting FirmCommittee. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties Balance Sheet and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders).Proposed Final

Resolution of Disputes. Parent and During the Shareholders’ Representative will attempt to promptly resolve the matters raised in any Dispute Notice in good faith. Beginning ten (10) business days after delivery of any Dispute day period following the date on which the Objection Notice pursuant to Section 2.02(d)is received by Purchaser, either Parent or the ShareholdersPurchaser and Sellers’ Representative may provide written notice shall meet in an effort to resolve any objections contained therein. If Purchaser and Sellers’ Representative are unable to resolve the other dispute within such ten (10) day period, then any disputed matter set forth in the “Dispute Submission Notice”) that it elects Objection Notice which remains unresolved shall be submitted for final determination to submit the disputed items to JAMS or a nationally recognized an independent accounting firm chosen jointly with no current relationship with any Party agreed upon in writing by Parent the Purchaser and the ShareholdersSellers’ Representative (such firm, the “Independent Accounting Firm”). The Independent Accounting Firm will promptlyshall, in accordance with based solely on the rules documents and presentations made by Purchaser and Sellers’ Representative and within thirty (30) days after its receipt of any such disputed matter, render a written report as to the resolution of each disputed matter set forth in the Objection Notice which remains outstanding, and as to the calculation of the Final Adjustment Amounts and the final Closing Purchase Price. The Independent Accounting Firm shall have exclusive jurisdiction over, and resort to the Independent Accounting Firm shall be the sole recourse and remedy of the Parties against one another or any other Person with respect to, any disputes arising out of or relating to the Closing Date Balance Sheet, the Working Capital Schedule, the Indebtedness Schedule, the Company Transaction Cost Schedule, the Final Adjustment Amounts and the Closing Purchase Price. The Independent Accounting Firm’s engagement letter determination shall be conclusive and its customary practices, review binding on all parties and shall be enforceable in a court of law. The Parties agree that all adjustments shall be made without regard to materiality. The Independent Accounting Firm shall only those unresolved decide the specific items under dispute by the Parties and amounts specifically set forth and objected to in their decision for each disputed amount must be within the Dispute Notice and resolve the dispute with respect range of values assigned to each such specific unresolved item and amount in accordance with this Agreement. The Accounting Firm shall act as an expert and not an arbitrator and shall render a written decision as to each disputed matter, in reasonable detail of the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital that is less than Schedule and the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Objection Notice, respectively. The fees and expenses of the Independent Accounting Firm shall be apportioned among Parent and the Shareholders’ Representative (on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the ShareholdersSellers’ Representative, on the one hand, and Purchaser, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Sellers or Purchaser, respectively, bears to the aggregate amount actually contested by the Sellers’ Representative (on behalf of the Shareholders)and Purchaser.

Resolution of Disputes. Parent Buyer and the Shareholders’ Representative Seller will attempt to promptly resolve the matters raised in any Dispute Notice in good faith. Beginning ten (10) business days Business Days after delivery of any Dispute Notice pursuant to Section 2.02(d2.05(d), either Parent Buyer or the Shareholders’ Representative Seller may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS Duff & Pxxxxx Corporation or a another nationally recognized independent accounting firm chosen jointly by Parent Buyer and the Shareholders’ Representative Seller (the “Accounting Firm”). In the event that Duff & Pxxxxx Corporation has not agreed to act as the Accounting Firm and an alternative Accounting Firm has not been selected by mutual agreement of Buyer and Seller within ten (10) Business Days following the giving of the Dispute Submission Notice, each of Buyer and Seller shall promptly select an accounting firm and promptly cause such two accounting firms to mutually select a third independent accounting firm to act as the Accounting Firm within twenty (20) Business Days of the giving of the Dispute Submission Notice. The Accounting Firm will promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement. The Accounting Firm shall act as an expert and not an arbitrator and shall render a written decision as to each In resolving any disputed matteritem, in reasonable detail of the basis for its decision. In no event shall the decision of the Accounting Firm provide may not assign a value to any particular item greater than the greatest value for a calculation of Net Working Capital that is such item claimed by either Buyer or Seller or less than the applicable calculation thereof shown lowest value for such item claimed by either Buyer or Seller, in each case as presented to the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute NoticeAccounting Firm. The fees and expenses of the Accounting Firm shall Accountants will be apportioned among Parent paid by Seller, on the one hand, and by Buyer, on the Shareholders’ Representative (on behalf of the Shareholders) other hand, based upon the relative extent percentage that the amount not awarded to which such party bears to the positions of the Shareholders’ Representative and Parent are upheld amount actually contested by the Accounting Firmsuch party. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.022.05, are referred to herein as the “Final Closing Balance Sheet” and the “Final Closing Statement”, respectively. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders).

Resolution of Disputes. Parent Upon receipt by Purchaser of Seller’s Dispute Notice, Seller and the Shareholders’ Representative will attempt Purchaser shall negotiate in good faith to promptly resolve the matters raised Disputed Items. If the Parties reach an agreement with respect to the Disputed Items, such agreement shall be confirmed in any Dispute Notice in good faith. Beginning ten (10) business days after delivery writing and shall revise the applicable Closing Statements to reflect such agreement, which agreement shall thereafter be final and binding upon Seller and Purchaser for purposes of any Dispute Notice post-Closing adjustment pursuant to Section 2.02(d2.04(d) (and any amounts to be paid pursuant to Section 2.04(d) shall thereupon be paid). To the extent Purchaser and Seller are unable to agree with respect to Disputed Items within 20 days after receipt by Purchaser of Seller’s Dispute Notice, either Parent or the Shareholders’ Representative may provide written notice to the other Purchaser and Seller shall promptly select a mutually acceptable accounting firm (the “Dispute Submission NoticeSelected Firm”) that it elects with no material relationship to Purchaser or Seller or any of their respective Affiliates and submit the disputed items any unresolved Disputed Items to JAMS or a nationally recognized independent such accounting firm chosen jointly by Parent for a binding resolution. If, within three days after such 20-day period, Purchaser and Seller are not able to agree upon any Selected Firm, the Shareholders’ Representative (the “Accounting Firm”). The Accounting Firm will promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement. The Accounting Selected Firm shall act as an expert and not an arbitrator and shall render a written decision as to each disputed matterbe the New York City office of BDO Xxxxxxx, in reasonable detail of the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute NoticeLLP. The fees and expenses of the Accounting Selected Firm shall be apportioned among Parent allocated between Purchaser and Seller in the same proportion that the aggregate amount of such remaining Disputed Items so submitted to the Selected Firm by Purchaser or Seller, as applicable, that is unsuccessfully disputed by each such Party (as finally determined by the Selected Firm) bears to the total amount of such remaining Disputed Items so submitted. Seller and Purchaser shall instruct the Selected Firm to render its decision resolving the Disputed Items within 30 days after its engagement. Purchaser and Seller agree that the determination of the Selected Firm shall be final and binding upon the Parties absent manifest error and that judgment may be entered upon the determination of the Selected Firm in any court having jurisdiction over the Party or Parties against which such determination is to be enforced. The Selected Firm shall determine, based solely on presentations by Purchaser and Seller and their respective representatives, and not by independent review, only those issues in dispute specifically set forth on Seller’s Dispute Notice and shall prepare a written report as to the dispute and the Shareholders’ Representative (on behalf resulting calculation of the Shareholders) based Cash, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Special Adjustment, the Deferred Revenue Adjustment or the Aggregate Consideration which shall be conclusive and binding upon the relative Parties absent manifest error, and the Closing Statement shall be modified to the extent necessary to which reflect such determination. In resolving any Disputed Item, the positions of the Shareholders’ Representative and Parent are upheld Selected Firm: (A) shall be bound by the Accounting FirmPrinciples and the definitions of Cash, Net Working Capital Adjustment, Closing Date Funded Indebtedness, the Special Adjustment, the Deferred Revenue Adjustment and Aggregate Consideration, (B) shall limit its review to matters specifically set forth in Seller’s Dispute Notice, and (C) shall further limit its review solely to whether Purchaser’s Closing Statement is mathematically accurate and has been prepared in accordance with this Section 2.04 (including the Accounting Principles). The decision determination of the Accounting Selected Firm with respect to for any Disputed Item cannot, however, be in excess of, nor less than, the disputed items of the Proposed Final greatest or lowest value, respectively, claimed for that particular item in Purchaser’s Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting FirmSeller’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders)Dispute Notice.

Resolution of Disputes. Parent If Seller Representative and the Shareholders’ Representative will attempt Buyer fail to promptly resolve reach an agreement with respect to all of the matters raised in any Dispute Notice in good faith. Beginning ten (10) business days after delivery of any Dispute Notice pursuant to Section 2.02(d), either Parent or the Shareholders’ Representative may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent and the Shareholders’ Representative (the “Accounting Firm”). The Accounting Firm will promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts” and its customary practicesany amounts not so disputed, review only those unresolved items the “Undisputed Amounts”) shall be submitted for resolution to an Independent Firm who, acting as experts and amounts specifically set forth and objected to in the Dispute Notice and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to the Post-Closing Adjustment, as the case may be, and the Closing Working Capital Statement. The Parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Firm shall only decide the specific items under dispute with respect by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such specific unresolved item in the Closing Working Capital Statement and amount in accordance with this Agreementthe Statement of Objections, respectively. The Accounting Independent Firm shall act make a determination as an expert soon as practicable within 30 days (or such other time as the Parties hereto shall agree in writing) after their engagement, and not an arbitrator and shall render a written decision as to each disputed matter, in reasonable detail their resolution of the basis for its decision. In no event shall Disputed Amounts and their adjustments to the decision of the Accounting Firm provide for a calculation of Net Closing Working Capital that is less than Statement and/or the applicable calculation thereof shown in Post-Closing Adjustment shall be conclusive and binding upon the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute NoticeParties hereto. The fees and expenses disbursements of the Accounting Independent Firm under this Section 2.03(b) shall be apportioned among Parent borne jointly and severally by Sellers unless the Shareholders’ Representative (on behalf adjustments to the Disputed Amounts resulting from Seller Representative’s delivery of the Shareholders) based upon Statement of Objections caused change in the relative extent applicable Earn-Out Payment, as amended by Buyer prior to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect its submission to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Independent Firm, in each caseexcess of Five Thousand Dollars ($5,000) in favor of Sellers, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any in which case such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing disbursements shall be paid borne exclusively by the Shareholders’ Representative (on behalf of the Shareholders)Buyer.

Resolution of Disputes. Disputes between Stockholder Representative and Parent relating to the Post-Closing Statement that are not resolved by Stockholder Representative and Parent within the Resolution Period may, at the election of either the Stockholder Representative or Parent, be referred to the office of Ernst & Young LLP or, if Ernst & Young LLP is unable to serve, Parent and Stockholder Representative shall appoint by mutual agreement the Shareholders’ Representative will attempt to promptly resolve the matters raised in any Dispute Notice in good faith. Beginning ten (10) business days after delivery office of any Dispute Notice pursuant to Section 2.02(d), either Parent or the Shareholders’ Representative may provide written notice to the other an impartial nationally recognized firm of independent certified public accountants (the “Dispute Submission NoticeIndependent Accountant”) that it elects to submit for resolution. Promptly, but no later than 30 days after accepting its appointment, the disputed Independent Accountant shall (A) settle all remaining items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent and in dispute set forth in the Shareholders’ Representative (the “Accounting Firm”). The Accounting Firm will promptly, Statement of Objections in accordance with the rules set forth terms and provisions of this Agreement and (B) render a written report detailing the resolution of each of the remaining disputed items and the resulting calculation of the Final Post-Closing Statement (defined below). In rendering its decision, the Independent Accountant shall (X) address only the remaining disputed items in the Accounting Firm’s engagement letter Statement of Objections, (Y) not consider any undisputed item, or any undisputed component of disputed item and (Z) base its customary practicesdetermination solely on presentations by Stockholder Representative and Parent, review only those unresolved items and amounts specifically set forth not by independent review. Parent and objected Stockholder Representative shall provide copies to one another of all written submissions to the Independent Accountant and shall be permitted to attend (and shall receive reasonable advance written notice of) any meeting with, presentations to or other similar communications with the Independent Accountant. The Independent Accountant shall have exclusive jurisdiction over, and resort to the Independent Accountant as provided in this Section 2.04(b)(iii) shall be the Dispute Notice sole recourse and resolve the dispute remedy with respect to each such specific unresolved item and amount in accordance with this Agreementany disputes arising out of or relating to the Post-Closing Statement. The Accounting Firm shall act as an expert Independent Accountant’s determination, and not an arbitrator and shall render a written decision as to each disputed matterthe Final Post-Closing Statement, in reasonable detail of the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Notice. The fees and expenses of the Accounting Firm shall be apportioned among Parent and the Shareholders’ Representative (on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the all parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf enforceable in a court of the Shareholders)law.

Resolution of Disputes. Parent Buyer and the Shareholders’ Representative Sellers will attempt to promptly resolve the matters raised in any Dispute Seller Response Notice in good faith. Beginning ten twenty (1020) business days Business Days after delivery of any Dispute Seller Response Notice pursuant to Section 2.02(d2.05(d), or any mutually-agreed extension thereof, either Parent Buyer or the Shareholders’ Wexford Sellers Representative may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent Buyer and the Shareholders’ Representative Sellers acting in good faith (the “Accounting Firm”). The Parties will instruct the Accounting Firm will promptlyto promptly (and in any event within thirty (30) Business Days), in accordance with the rules set forth such procedures as it deems fair and equitable, provided that each party will be afforded an opportunity to submit a written statement in favor of its position and to advocate for its position orally before the Accounting Firm’s engagement letter and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this AgreementSeller Response Notice. The Accounting Firm shall will resolve the dispute by selecting either (i) the Sellers’ calculation of Closing Working Capital, Closing Cash Balance, the Closing Transaction Expenses, Closing Debt Amount or Purchase Price as set forth on the Seller Response Notice (as modified following discussions with Buyer and as submitted to the Accounting Firm at the outset of the dispute resolution process with a copy to Buyer) or (ii) Buyer’s calculation of Closing Working Capital, Closing Cash Balance, the Closing Transaction Expenses or Closing Debt Amount or Purchase Price as set forth on the Proposed Final Closing Statement (as modified following discussions with the Sellers and as submitted to the Accounting Firm at the outset of the dispute resolution process with a copy to the Sellers), based upon the submission which results in an adjustment to the Closing Working Capital, the Closing Transaction Expenses, Closing Cash Balance, Closing Debt Amount and Purchase Price that is closest to the correct adjustment as determined by the Accounting Firm after resolution of the disputed items. In any such case, a single partner of the Accounting Firm selected by such Accounting Firm in accordance with its normal procedures and having expertise with respect to settlement of such disputes and the industry in which the Company operates will act as an expert for the Accounting Firm in the determination proceeding, and not an arbitrator and shall the Accounting Firm will render a written decision as with respect to each such disputed matter, including a statement in reasonable detail of the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Notice. The fees and expenses of the Accounting Firm shall will be apportioned among Parent and the Shareholders’ Representative (on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld borne 50% by the Accounting FirmBuyer and 50% by the Sellers. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errorsParties for purposes of this Section 2.05. As used herein, the Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and Parties and/or the decision of the Accounting Firm, in each case, Firm pursuant to this Section 2.02, are 2.05 is referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement Parties agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders).

Resolution of Disputes. Parent and the Shareholders’ Representative will attempt to promptly resolve the matters raised in any If Purchaser delivers a Dispute Notice to Seller in a timely manner, then Purchaser and Seller shall attempt in good faithfaith to resolve such dispute within thirty (30) days from the date of the Dispute Notice. Beginning If Purchaser and Seller cannot reach agreement within such thirty (30) day period (or such longer period as they may mutually agree), then the dispute shall be promptly referred to an independent accounting firm of national reputation mutually acceptable to Purchaser and Seller, or if the parties are unable to agree on such a firm within ten (10) business days after delivery of any Dispute Notice pursuant to Section 2.02(d(or such longer period as they may mutually agree), either Parent or the Shareholders’ Representative may provide written notice to the other Deloitte & Touche LLP (the “Dispute Submission Notice”"Independent Auditor") that it elects to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent and the Shareholders’ Representative (the “Accounting Firm”)for binding resolution. The Accounting Firm will promptly, Independent Auditor shall determine the Net Working Capital of all portions of the Business other than the German Business as of the Closing Date (which amount may not be greater than as set forth in Seller's Final Statement or less than as set forth in Purchaser's Dispute Notice) in accordance with the rules set provisions of this Agreement as promptly as may be reasonably practicable and shall in any event complete such process within a period of no more than sixty (60) days. The Independent Auditor may conduct such proceedings as the Independent Auditor, in its sole discretion, determines will assist the Independent Auditor in determining the Net Working Capital of all portions of the Business other than the German Business as of the Closing Date and shall deliver to both Purchaser and Seller a written opinion setting forth in the Accounting Firm’s engagement letter and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in Independent Auditor's final determination of the Dispute Notice and resolve Net Working Capital of all portions of the dispute with respect to each such specific unresolved item and amount Business other than the German Business as of the Closing Date calculated in accordance with the provisions of this Agreement. The Accounting Firm shall act as an expert and not an arbitrator and shall render a written decision as to each disputed matter, in reasonable detail determination of the basis for its decision. In no event Independent Auditor shall the decision be final and binding on Purchaser and Seller, effective as of the Accounting Firm provide for a calculation date the Independent Auditor's written opinion is received by Purchaser and Seller. Seller and Purchaser shall each bear one-half of Net Working Capital that is less than the applicable calculation thereof shown in costs and expenses of the Proposed Final Closing Statement or greater than Independent Auditor and each of the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Notice. The parties shall bear its own legal, accounting and other fees and expenses of the Accounting Firm shall be apportioned among Parent and the Shareholders’ Representative (on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, participating in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders)resolution procedure.

Resolution of Disputes. Parent The Buyer and the Shareholders’ Representative Seller Representatives will attempt to promptly resolve the matters raised Disputed Items in good faith during the twenty (20) day period following delivery of the Dispute Notice. During such twenty (20) day period, the Buyer shall provide, and shall cause the Acquired Companies to provide, the Seller Representatives and their Representatives with reasonable access to the work papers and other materials used or considered by the Buyer in the preparation of the Closing Balance Sheet and the Closing Statement, and reasonable access to personnel and Representatives of the Buyer and the Acquired Companies who prepared, the Closing Balance Sheet and the Closing Statement. Disputed Items resolved by the Seller Representatives and the Buyer within such twenty (20) day period will be final, conclusive and binding on the parties. If the Buyer and the Seller Representatives are unable to resolve any Disputed Items in the Dispute Notice in good faith. Beginning ten within such twenty (1020) business days after delivery of any Dispute Notice pursuant to Section 2.02(d)day period, either Parent the Buyer or the Shareholders’ Representative Seller Representatives may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit is submitting the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly remaining Disputed Items for resolution by Parent the Independent Accountant. The Buyer and the ShareholdersSeller Representatives will instruct the Independent Accountant to render its decision within thirty (30) days (and in any event as soon as practicable) following the submission to the Independent Accountant of their respective final calculations of the Disputed Items as presented in the Buyer’s Closing Balance Sheet and/or Closing Statement pursuant to Section 2.4.2 and the Seller Representatives’ Representative Dispute Notice pursuant to Section 2.4.3 (which the “Accounting Firm”Buyer and the Seller Representatives shall submit to the Independent Accountant not later than ten (10) days following the giving of the Dispute Submission Notice). Each of the Buyer and the Seller Representatives shall, and the Buyer shall cause the Acquired Companies to, use reasonable best efforts to comply with all reasonable requests by the Independent Accountant for access to their respective work papers, information, books, records and similar items, personnel and Representatives. The Accounting Firm Independent Accountant will promptly, in accordance with review such final calculations of the rules set forth in the Accounting Firm’s engagement letter Disputed Items and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and will resolve the dispute with respect to each of the Disputed Items by determining whether the Seller Representatives’ final calculation thereof or the Buyer’s final calculation thereof is more correct and, based on such specific unresolved item determination, adopting the Seller Representatives’ final calculation of such Disputed Item or the Buyer’s final calculations of such Disputed Item, or a position between the positions of the Buyer and amount Seller Representatives. The parties shall instruct the Independent Accountant that its determination must be (a) prepared in accordance with this Agreement. The Accounting Firm shall act as an expert and not an arbitrator the definitions set forth herein, (b) in writing and shall render include a written decision as to each disputed matter, in reasonable detail reasonably detailed statement of the basis for its the Independent Accountant’s decision. In no event shall the decision , and (c) furnished to each of the Accounting Firm provide for a calculation of Net Working Capital that is less than Buyer and the applicable calculation thereof shown Sellers Representatives within thirty (30) days, to the extent practicable, and in any event as promptly as practicable, after the Proposed Final Closing Statement or greater than Seller Representatives’ and the Shareholders’ RepresentativeBuyer’s alternative calculation thereof shown in the Dispute Notice. The fees and expenses respective final calculations of the Accounting Firm shall be apportioned among Parent and the Shareholders’ Representative (on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect Disputed Items have been submitted to the disputed items of Independent Accountant. Absent manifest error, the Proposed Final Closing Statement submitted to it will Independent Accountant’s determination shall be final, conclusive and binding on the parties, absent manifest or arithmetical errorsand judgment on such decision may be entered in any court of competent jurisdiction. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders).[REDACTED]

Resolution of Disputes. Parent and the Shareholders’ Representative will attempt to promptly resolve the matters raised in any If Seller delivers a Dispute Notice to the Buyer within the Review Period, then the Buyer and Seller shall attempt in good faithfaith to resolve such dispute within 30 days from the date of the Buyer’s receipt of the Dispute Notice. Beginning ten If the Buyer and Seller cannot reach agreement within such 30 day period (10) business days after delivery or such longer period as they may mutually agree in writing), then the dispute shall be promptly referred to the Xxxxxx County, Texas office of BDO USA, LLP, or, if unavailable, another independent accounting firm mutually agreeable to Buyer and Seller, which firm shall not have provided services to any of the Parties hereto or any of their respective Affiliates during the 24-month period immediately preceding the date of the Dispute Notice pursuant to Section 2.02(d), either Parent or the Shareholders’ Representative may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent and the Shareholders’ Representative (the “Accounting FirmIndependent Auditor”), for binding resolution. The Accounting Firm will promptlyTo the extent the subject of a dispute covered by the Dispute Notice, the Independent Auditor shall determine (i) the prepaid expenses of Seller as of the Effective Time and (ii) the deferred revenue of Seller as of the Effective Time (which determination shall not be outside of the range for each such item in dispute as specified by the Buyer in the Closing Statement and Seller in the Dispute Notice) in accordance with the rules set forth provisions of this Agreement as promptly as may be reasonably practicable and shall endeavor to complete such process within a period of no more than 60 days. The Independent Auditor may conduct such proceedings as it deems necessary, in its sole discretion, in the Accounting Firm’s engagement letter determination of the disputed Closing Statement items as of the Effective Time and its customary practicesshall deliver to the Buyer and Seller concurrently a written statement setting forth a final determination of the disputed Closing Statement items as of the Effective Time, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount calculated in accordance with the provisions of this Agreement. The Accounting Firm Independent Auditor shall act as an expert have full authority to resolve all accounting and not an arbitrator and shall render a written decision as factual issues solely with respect to each disputed matter, in reasonable detail the adjustment of the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown Purchase Price pursuant to this Section 1.7 included in the Dispute Notice, but shall have no authority to otherwise interpret the Agreement, and any factual determination made by such Independent Auditor shall not be determinative for any other matter pertaining to this Agreement. The determination of the Independent Auditor shall be final and binding on the Buyer and Seller, absent manifest error, effective as of the date the Independent Auditor’s written opinion is received by the Buyer. The Seller and the Buyer shall each be responsible for one-half of the costs and expenses of the Independent Auditor. The Seller and the Buyer shall each bear its own legal, accounting, and other fees and expenses of participating in such dispute resolution procedure. The prepaid expenses of Seller as of the Accounting Firm shall be apportioned among Parent Effective Time and the Shareholders’ Representative (on behalf deferred revenue of Seller as of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing StatementEffective Time, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, finally determined pursuant to this Section 2.021.7, are referred to herein as the “Final Closing StatementActual Prepaid Expenses” and “Actual Deferred Revenue.”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders).

Resolution of Disputes. Parent Buyer and the Shareholders’ Representative will attempt to promptly resolve the matters raised in any Dispute Notice in good faith. Beginning If the Parties have not resolved the matters raised in any Dispute Notice, within ten (10) business days Business Days after the date of delivery of any Dispute Notice pursuant to Section 2.02(d), 2.17(d) either Parent Buyer or the Shareholders’ Representative may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent Buyer and the Shareholders’ Representative (the “Accounting Firm”). In the event that such firm has not agreed to act as the Accounting Firm and an alternative Accounting Firm has not been selected by mutual agreement of Buyer and the Shareholders’ Representative within ten (10) Business Days following the giving of the Dispute Submission Notice, each of Buyer and the Shareholders’ Representative shall promptly select an accounting firm and promptly cause such two (2) accounting firms to mutually select a third independent accounting firm to act as the Accounting Firm within twenty (20) Business Days of the giving of the Dispute Submission Notice. The Accounting Firm will promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter and its customary practices, practices review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement. The In any such case, a single partner of the Accounting Firm selected by such Accounting Firm in accordance with its normal procedures and having expertise with respect to settlement of such disputes and the industry in which the Surviving LLC operates shall act as an expert for the Accounting Firm in the determination proceeding, and not an arbitrator and the Accounting Firm shall render a written decision as to each disputed matter, including a statement in reasonable detail of the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital the Closing Liability Amount, the Closing Cash Amount or the Seller Transaction Expenses that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Notice. The fees and expenses of the Accounting Firm shall be apportioned among Parent borne equally by Buyer and the Shareholders’ Representative (on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting FirmCompany Holders). The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errorsParties. As used herein, the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties Parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.022.17(e), are referred to herein as the “Final Closing Balance Sheet” and the “Final Closing Statement”, respectively. Each of the parties Parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders).

Resolution of Disputes. Parent and the Shareholders’ Representative will attempt to promptly resolve the matters raised If Seller delivers, in any Dispute a timely manner, Notice in good faith. Beginning ten (10) business days after delivery of any Dispute Notice Disagreement pursuant to Section 2.02(d1.03(d), either Parent or then the Shareholders’ Representative may provide written notice Closing Statement (as revised in accordance with this Section 1.03(e)), and the resulting calculation of any Closing Working Capital, Closing Indebtedness and Closing Transaction Expenses resulting therefrom, shall become final and binding upon the parties upon (i) the date all matters specified in the Notice of Disagreement are finally resolved in writing by Seller and Buyer and/or (ii) the date all matters specified in the Notice of Disagreement not resolved by Seller and Buyer are finally resolved in writing by the Arbiter. The Closing Statement shall be revised to the other extent necessary to reflect any resolution by Seller and Buyer and any final resolution made by the Arbiter in accordance with this Section 1.03(e). During the 30-day period following the delivery of a timely Notice of Disagreement or such longer period as Seller and Buyer shall mutually agree, 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. If, at the end of such 30-day period (or such longer period as mutually agreed by Seller and Buyer), Seller and Buyer have not so resolved such differences, Seller and Buyer shall submit the dispute for resolution to an independent accounting or valuation firm (the “Dispute Submission NoticeArbiter”) that it elects to submit for review and resolution of any and all matters which remain in dispute and which were included in the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent and the Shareholders’ Representative (the “Accounting Firm”). The Accounting Firm will promptly, Notice of Disagreement in accordance with the rules set forth this Section 1.03. The Arbiter shall be a mutually acceptable nationally or regionally recognized independent public accounting firm agreed upon by Seller and Buyer in writing; provided, that in the Accounting Firm’s engagement letter event the parties are not able to mutually agree on an accounting or valuation firm, the Arbiter shall be Xxxxx Xxxxxxxx LLP. Seller and its customary practicesBuyer shall use reasonable efforts to cause the Arbiter to render a decision resolving the matters in dispute within 30 days following the submission of such matters to the Arbiter, review or such longer period as Seller and Buyer shall mutually agree. Seller and Buyer agree that the determination of the Arbiter shall be final and binding upon the parties and that judgment may be entered upon the determination of the Arbiter in any court having jurisdiction over the party against which such determination is to be enforced; provided, that the scope of the disputes to be resolved by the Arbiter is limited to only those unresolved such items and amounts specifically set forth and objected to included in the Dispute Closing Statement that Seller has properly disputed in the Notice and resolve of Disagreement based upon the dispute with respect to each such specific unresolved item and amount Closing Working Capital, the Closing Indebtedness or the Closing Transaction Expenses not having been calculated in accordance with this Agreement, including this Section 1.03. The Accounting Firm Arbiter shall act as an expert determine, based solely on written presentations by each of Buyer and Seller and their respective representatives, and not an arbitrator by independent review, only those issues in dispute specifically set forth on the Notice of Disagreement and shall render a written decision report as to each disputed matterthe dispute and the resulting calculation of Closing Working Capital, in reasonable detail of Closing Indebtedness and Closing Transaction Expenses, which shall be conclusive and binding upon the basis for its decisionparties. In no event resolving any disputed item, the Arbiter: (i) shall be bound by the decision principles set forth in this Agreement, including this Section 1.03; (ii) shall limit its review to the line items and items specifically set forth in and properly raised in the Notice of Disagreement; and (iii) shall not assign a value to any line item or items greater than the Accounting Firm provide greatest value for a calculation of Net Working Capital that is such item claimed by either party or less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Noticesmallest value for such item claimed by either party. The fees fees, costs, and expenses of the Accounting Firm Arbiter (i) shall be apportioned among Parent borne by Seller in the proportion that the aggregate dollar amount of such disputed items so submitted that are unsuccessfully disputed by Seller (as finally determined by the Arbiter) bears to the aggregate dollar amount of such items so submitted and (ii) shall be borne by Buyer in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully disputed by Seller (as finally determined by the Arbiter) bears to the aggregate dollar amount of such items so submitted. The fees, costs and expenses of Buyer’s independent accountants incurred in connection with the preparation of the Closing Statement and review of any Notice of Disagreement shall be borne by Buyer, and the Shareholders’ Representative (on behalf fees, costs and expenses of Seller’s independent accountants incurred in connection with their review of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect preparation of any changes agreed to by the parties and the decision Notice of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing Disagreement shall be paid borne by the Shareholders’ Representative (on behalf of the Shareholders)Seller.

Resolution of Disputes. Parent If the Buyer or the Seller, by written notice given to the Company not later than thirty (30) days after receipt of the calculations and computations of Pre-Tax Earnings referred to above, disagree with, or otherwise dispute the correctness, accuracy, propriety, or validity of, all or any part of said calculations or computations or any of the data, information or other material upon which such calculations and computations were based and such dispute or disagreement remains unresolved after good faith negotiations among the Company, the Buyer and the Shareholders’ Representative will attempt Seller over the fifteen (15) day period following receipt of such notice by Company, the Buyer and/or the Seller may, at their expense, engage an accounting firm of national reputation to promptly resolve audit the matters raised in books and records of the Company and calculate and compute the Pre-Tax Earnings of the Agency Business and the Net Losses of the Technology Business during such period, which audit shall be completed within thirty (30) days. In connection with such audit, the Company shall permit such accounting firm to visit and inspect any Dispute Notice in good faith. Beginning ten properties of the Company, including its books of account (10) business days after delivery of any Dispute Notice pursuant and to Section 2.02(dmake copies thereof and to take extracts therefrom), either Parent or the Shareholders’ Representative may provide written notice and to have access to the other working papers of Deloitte & Touche LLP (or their successors as contemplated in subsection (i) above) and to discuss its affairs, finances and accounts, upon the “Dispute Submission Notice”) that it elects same notice and subject to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent and the Shareholders’ Representative (the “Accounting Firm”). The Accounting Firm will promptly, in accordance with the rules same obligations of confidentiality as are set forth in the Accounting Firm’s engagement letter last sentence of subsection (i) above. If such accounting firm's calculations and its customary practicescomputations of Company's Pre-Tax Earnings of the Agency Business and Net Losses of the Technology Business for such Fiscal Year disagree by an amount of more than 5% of Pre-Tax Earnings of the Agency Business and Net Losses of the Technology Business with the computations and calculations delivered to the Buyer and the Seller, review only the Company and the Buyer and/or the Seller shall refer the dispute to any "Big Five" accounting firm (the "Independent Accountants") for resolution within thirty (30) days as reflected in a written report, which report shall be conclusive and binding upon the parties hereto. If such accounting firm's calculations and computations of Company's Pre-Tax Earnings of the Agency Business and Net Losses of the Technology Business for such Fiscal Year disagree by an amount of 5% or less of Pre-Tax Earnings or Net Losses with the computations and calculations delivered to the Buyer and the Seller, then the calculation of Pre-Tax Earnings of the Agency Business and Net Losses of the Technology Business of the two accounting firms shall be averaged and such averaged amount shall be deemed the conclusive Pre-Tax Earnings of the Agency Business and Net Losses of the Technology Business. The Independent Accountants shall have access to all of the information and records as provided herein, as well as access to the working papers of Deloitte & Touche LLP or their successors as contemplated in subsection (i) above) and those unresolved items other accountants who have determined Pre-Tax Earnings and amounts specifically Net Losses subject to the same obligations of confidentiality as are set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement. The Accounting Firm shall act as an expert and not an arbitrator and shall render a written decision as to each disputed matter, in reasonable detail last sentence of the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Noticesubsection (i) above. The fees and expenses of the Accounting Firm Independent Accountants, should such firm be used, shall be apportioned among Parent and borne by Company, but shall not be included in the Shareholders’ Representative (on behalf calculation of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders)Pre-Tax Earnings.

Resolution of Disputes. Parent If the Sellers deliver a Dispute Notice to the Purchaser in a timely manner, then the Purchaser and the Shareholders’ Representative will Sellers shall attempt to promptly resolve the matters raised in any Dispute Notice in good faithfaith to resolve such dispute within thirty (30) days from the date of the Dispute Notice. Beginning If the Purchaser and the Sellers cannot reach agreement within such thirty (30) day period (or such longer period as they may mutually agree), then the dispute shall be promptly referred to an independent accounting firm of national reputation mutually acceptable to the Purchaser and the Sellers, or if the parties are unable to agree on such a firm within ten (10) business days after delivery of any Dispute Notice pursuant to Section 2.02(d(or such longer period as they may mutually agree), either Parent or the Shareholders’ Representative may provide written notice to the other BDO (the “Dispute Submission NoticeIndependent Auditor”) that it elects to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent and the Shareholders’ Representative (the “Accounting Firm”)for binding resolution. The Accounting Firm will promptly, Independent Auditor shall determine the Net Working Capital as of the Closing Date (which amount may not be greater than as set forth in the Sellers’ Dispute Notice or less than as set forth in the Purchaser’s Closing Statement) in accordance with the rules set forth provisions of this Agreement as promptly as may be reasonably practicable and shall endeavor to complete such process within a period of no more than sixty (60) days. The Independent Auditor may conduct such proceedings as the Independent Auditor, in its sole discretion, determines will assist in the Accounting Firm’s engagement letter determining the Net Working Capital as of the Closing Date and its customary practices, review only those unresolved items shall deliver to the Purchaser and amounts specifically set the Sellers concurrently a written opinion setting forth and objected to in a final determination of the Dispute Notice and resolve Net Working Capital as of the dispute with respect to each such specific unresolved item and amount Closing Date calculated in accordance with the provisions of this Agreement. The Accounting Firm shall act as an expert and not an arbitrator and shall render a written decision as to each disputed matter, in reasonable detail determination of the basis for its decision. In no event Independent Auditor shall be final and binding on the decision Purchaser and the Sellers, effective as of the Accounting Firm provide for a calculation of Net Working Capital that date the Independent Auditor’s written opinion is less than received by the applicable calculation thereof shown in Purchaser and the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute NoticeSellers. The Sellers and the Purchaser shall each be responsible for one-half of the costs and expenses of the Independent Auditor. The Sellers and the Purchaser shall each bear their own legal, accounting and other fees and expenses of the Accounting Firm shall be apportioned among Parent and the Shareholders’ Representative (on behalf participating in such dispute resolution procedure. The Net Working Capital as of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, Date as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, finally determined pursuant to clause (b) or clause (c) of this Section 2.023.3, are is referred to herein as the “Final Closing Statement”. Each Actual Net Working Capital as of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders)Date.”

Resolution of Disputes. Parent Buyer and the ShareholdersSellers’ Representative will attempt to promptly resolve the matters raised in any Earnout Payment Statement Dispute Notice in good faith. Beginning ten (10) business days Business Days after delivery of any Earnout Payment Statement Dispute Notice pursuant to Section 2.02(d2.06(b), either Parent Buyer or the ShareholdersSellers’ Representative may provide written notice to the other (the “Earnout Payment Statement Dispute Submission Notice”) that it elects to submit the disputed items to JAMS or a nationally recognized independent the Accounting Firm. In the event that an Accounting Firm has not been selected by mutual agreement of Buyer and the Sellers’ Representative within ten (10) Business Days following the giving of the Earnout Payment Statement Dispute Submission Notice, each of Buyer and the Sellers’ Representative shall promptly select an accounting firm chosen jointly by Parent and within twenty (20) Business Days of the Shareholders’ Representative (giving of the “Earnout Payment Statement Dispute Submission Notice, failing which the Accounting Firm”)Firm shall be Deloitte & Touche LLP. The Accounting Firm will promptly, in accordance with the rules set forth in Commercial Arbitration Rules of the Accounting Firm’s engagement letter and its customary practicesAmerican Arbitration Association, review only those unresolved items and amounts specifically set forth and objected to in the Earnout Payment Statement Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this AgreementAgreement by determining whether the positions of Buyer or the Sellers’ Representative are, on the whole, more accurate and, based on such determination, adopting either all of the positions set forth by Buyer or all of the positions set forth by the Sellers’ Representative. The In any such case, a single partner of the Accounting Firm selected by such Accounting Firm in accordance with its normal procedures and having expertise with respect to settlement of such disputes shall act as an expert for the Accounting Firm in the determination proceeding, and not an arbitrator and the Accounting Firm shall render a written decision as with respect to each such disputed matter, including a statement in reasonable detail of the basis for its decision. In no event shall the decision All of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Notice. The fees and expenses of the Accounting Firm shall be apportioned among Parent and borne by the Shareholders’ Representative Sellers (on behalf of in the Shareholders) based upon the relative extent to which the event that Buyer’s positions of the Shareholders’ Representative and Parent are upheld adopted by the Accounting Firm) or the Acquired Companies (in the event that the Sellers’ Representative’s positions are adopted by the Accounting Firm). The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement Target Earnings Statements submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders).

Resolution of Disputes. Parent Buyer and the Shareholders’ Representative will attempt to promptly resolve the matters raised in any Dispute Notice in good faith. Beginning If the Parties have not resolved the matters raised in any Dispute Notice, within ten (10) business days Business Days after the date of delivery of any Dispute Notice pursuant to Section 2.02(d), 2.12(d) either Parent Buyer or the Shareholders’ Representative may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent Buyer and the Shareholders’ Representative (the “Accounting Firm”). In the event that an Accounting Firm has not been selected by mutual agreement of Buyer and the Shareholders’ Representative within ten (10) Business Days following the giving of the Dispute Submission Notice, each of Buyer and the Shareholders’ Representative shall promptly select an accounting firm and promptly cause such two accounting firms to mutually select a third independent accounting firm to act as the Accounting Firm within twenty (20) Business Days of the giving of the Dispute Submission Notice. The Accounting Firm will promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter and its customary practices, practices review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement. The In any such case, a single partner of the Accounting Firm selected by such Accounting Firm in accordance with its normal procedures and having expertise with respect to settlement of such disputes and the industry in which the Surviving Corporation operates shall act as an expert for the Accounting Firm in the determination proceeding, and not an arbitrator and the Accounting Firm shall render a written decision as to each disputed matter, including a statement in reasonable detail of the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of the Closing Net Working Capital Capital, the Closing Indebtedness Amount, the Closing Cash Amount, the Seller Transaction Expenses or the Change of Control Payments that is less than or greater than the applicable calculation thereof shown in the Proposed Final Closing Statement or less than or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Notice. The fees and expenses of the Accounting Firm shall be apportioned among Parent borne equally by Buyer and the Shareholders’ Representative (on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting FirmCompany Holders). The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errorsParties. As used herein, the Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties Parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.022.12(e), are is referred to herein as the “Final Closing Statement”. Each of the parties Parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders).

Resolution of Disputes. Parent If Seller and the Shareholders’ Representative will attempt Buyer fail to promptly resolve reach an agreement with respect to any or all of the matters raised in any Dispute Notice in good faith. Beginning ten (10) business days after delivery of any Dispute Notice pursuant to Section 2.02(d), either Parent or the Shareholders’ Representative may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent and the Shareholders’ Representative (the “Accounting Firm”). The Accounting Firm will promptly, in accordance with the rules set forth in the Accounting FirmStatement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to an impartial regionally recognized financial consulting firm or a firm of independent certified public accountants other than Seller’s engagement letter accountants, the Business’s accountants or Buyer’s Accountants mutually agreeable to Buyer and its customary practicesSeller (the “Independent Accountant”) who, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement. The Accounting Firm shall act acting as an expert and not an arbitrator arbitrator, and without considering extrinsic evidence, shall render resolve the Disputed Amounts only to the extent they relate to accounting matters and make any adjustments to the Closing Statement. The Independent Accountant shall be jointly instructed by the parties to make a written determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after engagement of the Independent Accountant, and its resolution of the Disputed Amounts and, other than with respect to conclusions of Law and interpretation of this Agreement and consideration of extrinsic evidence, its adjustments to the Closing Statement shall be conclusive (other than with respect to conclusions of Law and interpretation of this Agreement and consideration of extrinsic evidence) absent manifest error. The Independent Accountant shall decide only the specific items under dispute by the parties and the Independent Accountant’s decision as for each Disputed Amount must be within the range of values assigned to each disputed matter, in reasonable detail of the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown such item in the Proposed Final Closing Statement or greater than and the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute NoticeStatement of Objections, respectively. The fees and expenses of the Accounting Firm Independent Accountant shall initially be split 50/50 between Buyer and Seller, and after the final resolution of any dispute, shall be apportioned among Parent borne by Buyer, on the one hand, and Seller, on the Shareholders’ Representative (other hand, based on behalf of the Shareholders) based upon the relative extent to percentage which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees contested amount not awarded to each party bears to the amount actually contested by such party (and any the appropriate party shall reimburse the other party accordingly). For example, if closing accounts receivable is the only disputed item, and Seller claims that closing accounts receivable is $1,000, and Buyer contests only $500 of the amount claimed by Seller, and if the Independent Accountants ultimately resolve the dispute by awarding Seller $300 of the $500 contested, then the costs and expenses payable hereunder of Independent Accountants will be allocated 60% (i.e., 300 ÷ 500) to Buyer and 40% (i.e., 200 ÷ 500) to Seller. Any dispute that cannot be resolved by the shareholders of the Company prior Independent Accountant pursuant to the Closing provisions hereof shall be paid resolved by the Shareholders’ Representative (on behalf courts of the Shareholders)law set forth in Section 10.11.

Resolution of Disputes. Parent and the ShareholdersHolders’ Representative will in good faith attempt to promptly resolve the matters raised in any Dispute Notice in good faithand agree upon the Final Purchase Price (as defined below). Beginning ten thirty (1030) business days after delivery of any Dispute Notice pursuant to Section 2.02(d)2.11.3, either Parent or the ShareholdersHolders’ Representative may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS or a KPMG LLP or, if KPMG LLP has not agreed to act as the Accounting Firm, another nationally recognized independent accounting firm chosen jointly by Parent and the ShareholdersHolders’ Representative (the “Accounting Firm”). In the event that KPMG LLP has not agreed to act as the Accounting Firm and an alternative Accounting Firm has not been selected by mutual agreement of Parent and the Holders’ Representative within ten (10) days following the giving of the Dispute Submission Notice, each of Parent and the Holders’ Representative shall promptly select an accounting firm and promptly cause such two accounting firms to mutually select a third independent accounting firm to act as the Accounting Firm within twenty (20) days of the giving of the Dispute Submission Notice. The Accounting Firm will promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement. The In any such case, a single partner of the Accounting Firm selected by such Accounting Firm in accordance with its normal procedures and having expertise with respect to settlement of such disputes and the industry in which the Acquired Companies operate shall act as an expert for the Accounting Firm in the determination proceeding, and not an arbitrator and the Accounting Firm shall render a written decision as to each disputed matter, including a statement in reasonable detail of the basis for its decision and its calculation of the Final Purchase Price (as defined below) based on such decision. The parties agree that all adjustments shall be made without regard to materiality. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital any element of the Purchase Price that is less than the applicable lower calculation thereof shown in the Proposed Final Closing Statement or in the Dispute Notice or greater than the Shareholders’ Representative’s alternative higher calculation thereof shown in the Proposed Final Closing Statement or in the Dispute Notice. The fees and expenses of the Accounting Firm shall be apportioned among Parent and the ShareholdersHolders’ Representative (on behalf of the Shareholders) and Parent based upon the relative extent to which the positions of the ShareholdersHolders’ Representative and Parent are upheld by the Accounting Firm. The relative extent to which such positions are upheld will be determined by comparing (a) the difference between the Final Purchase Price as finally determined pursuant to this Section 2.11.4 and the Purchase Price assuming all of the positions asserted by Parent had been upheld in their entirety by the Accounting Firm and (b) the difference between the Final Purchase Price as finally determined pursuant to this Section 2.11.4 and the Purchase Price assuming all of the positions asserted by the Holders’ Representative had been upheld in their entirety by the Accounting Firm. By way of illustration, (i) if Parent’s calculations would have resulted in a $100,000 net payment to Parent, the Holders’ Representative’s calculations would have resulted in a $100,000 net payment to the Holders from Parent and the Accounting Firm’s final determination results in an aggregate net payment of $50,000 to the Holders under Section 2.11.5, Parent and the Holders’ Representative shall pay 75% and 25%, respectively, of such fees and expenses and (ii) if each of such parties’ calculation differs from the Accounting Firm’s calculation by the same amount, Parent and the Holders’ Representative shall split such fees and expenses evenly. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders).

Resolution of Disputes. Parent and If the ShareholdersStockholders’ Representative will attempt and Acquiror shall fail to promptly resolve reach an agreement with respect to any of the matters raised set forth in any Dispute Notice in good faith. Beginning the Statement of Objections, then such matters shall, not later than ten (10) business days Business Days after delivery one of any Dispute Notice pursuant to Section 2.02(d), either Parent or the Shareholders’ Representative may provide written notice parties affirmatively terminates discussions in writing with respect to the other (Statement of Objections, be submitted for resolution to the “Dispute Submission Notice”) that it elects Accounting Expert who shall, acting as experts and not as arbitrators, resolve the disputes set forth in the Statement of Objections and make any adjustments to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent Closing Date Financial Statements, the Final Net Working Capital, the Final Tax Amount and the ShareholdersFinal Excluded Liabilities Amount reflected in the Closing Date Financial Statements. The parties hereto agree that all adjustments shall be made without regard to materiality. Unless otherwise agreed to by the parties, in determining the Final Tax Amount, the Accounting Expert shall not accept or take a position, unless in the opinion of the Accounting Expert, the position “should” prevail under the Code. The Stockholders’ Representative Representative, SPC and Acquiror and their respective Accountants shall each make readily available to the Accounting Expert all relevant work papers and books and records relating to the business of SPC, each Radio Subsidiary and those relating to the SPC Stockholders (to the “Accounting Firm”extent that they relate to the business or any former business of SPC or any Radio Subsidiary). The Accounting Firm will promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement. The Accounting Firm Expert shall act as an expert and not an arbitrator and shall render make a written decision as to each disputed matter, in reasonable detail of the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Notice. The fees and expenses of the Accounting Firm shall be apportioned among Parent and the Shareholders’ Representative (on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute determination as soon as practicable but in any event within thirty (30) calendar days (or such other time as the parties hereto shall agree in writing) after its engagement, and its resolution of the commencement dispute and its adjustments to the Closing Date Financial Statements, the Final Net Working Capital, the Final Tax Amount and the Final Excluded Liabilities Amount reflected in the Closing Date Financial Statements shall be conclusive and binding upon the parties hereto. The fees of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing Expert shall be paid by divided equally between the ShareholdersStockholders’ Representative (on behalf of the Shareholders)and Acquiror.

Resolution of Disputes. Parent and If the Shareholders’ Representative Parties do not resolve all disputed items by the end of the Resolution Period, then all items remaining in dispute will attempt to promptly resolve the matters raised in any Dispute Notice in good faith. Beginning ten be submitted within thirty (1030) business days after delivery the expiration of any Dispute Notice pursuant the Resolution Period to Section 2.02(d), either Parent Xxxxx Xxxxxxx L.L.P - Chicago office or the Shareholders’ Representative may provide written notice such other national independent accounting firm mutually acceptable to the other Parties (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent and the Shareholders’ Representative (the “Neutral Accounting FirmArbitrator”). The Neutral Accounting Firm Arbitrator shall act as an arbitrator to determine only those items in dispute. All fees and expenses relating to the work, if any, to be performed by the Neutral Accounting Arbitrator will promptlybe allocated between Purchaser, on the one hand, and Seller, on the other hand, in accordance with inverse proportion as they shall prevail on the rules set amounts of such disputed items so submitted (as finally determined by the Neutral Accounting Arbitrator). The Neutral Accounting Arbitrator will deliver to the Parties a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Neutral Accounting Firm’s engagement letter Arbitrator by the Parties) of the disputed items within thirty (30) days of receipt of the disputed items (or as soon as practicable thereafter), which determination will be final, binding and its customary practicesconclusive. The final, review only those unresolved items binding and amounts specifically set forth conclusive Statement and objected to in Adjustment Statement, which either are agreed upon by the Dispute Notice and resolve Parties or are delivered by the dispute with respect to each such specific unresolved item and amount Neutral Accounting Arbitrator in accordance with this AgreementSection 2.03(d), will be the “Conclusive Statement” and the “Conclusive Adjustment Statement,” respectively. The In the event that either Party fails to submit its statement regarding any items remaining in dispute within the time determined by the Neutral Accounting Firm shall act as an expert and not an arbitrator and Arbitrator, then the Neutral Accounting Arbitrator shall render a written decision based solely on the evidence timely submitted to the Neutral Accounting Arbitrator by the other Party. EXECUTION VERSION CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION (e) Payment of Conclusive Adjustment Amount. If the Adjustment Amount as to each disputed mattershown on the Conclusive Adjustment Statement (the “Conclusive Adjustment Amount”) is a negative number, in reasonable detail then (1) the Base Purchase Price will be reduced by the amount of the basis for its decision. In no event Conclusive Adjustment Amount and Seller shall pay to Purchaser in cash such amount by wire transfer of immediately available funds to an account designated in writing by Purchaser and (2) the decision Parties shall execute and deliver joint instructions to the Indemnity Escrow Agent instructing the Indemnity Escrow Agent to release an amount equal to fifteen percent (15%) of the Accounting Firm provide for a calculation of Net Working Capital that is less than Conclusive Adjustment Amount from the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Notice. The fees and expenses of the Accounting Firm shall be apportioned among Parent and the Shareholders’ Representative (on behalf of the Shareholders) based upon the relative extent Indemnity Escrow Account to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders)Seller.

Resolution of Disputes. Parent Buyer and the Shareholders’ Representative will Sellers shall in good faith attempt to promptly resolve all Disputed Items and, if Buyer and Sellers so resolve all such Disputed Items, the matters raised in any Dispute Notice in good faith. Beginning ten (10) business days after delivery of any Dispute Notice pursuant to Section 2.02(d)Closing Statement, either Parent or the Shareholders’ Representative may provide written notice as amended to the other (extent necessary to reflect the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent and the Shareholders’ Representative (the “Accounting Firm”). The Accounting Firm will promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement. The Accounting Firm shall act as an expert and not an arbitrator and shall render a written decision as to each disputed matter, in reasonable detail agreed resolution of the basis for its decision. In no event Disputed Items, shall the decision of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Notice. The fees and expenses of the Accounting Firm shall be apportioned among Parent and the Shareholders’ Representative (on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest error. Notwithstanding their good faith efforts, if Buyer and Sellers do not reach agreement resolving the Disputed Items within thirty (30) days after such Dispute Notice (or arithmetical errorsamended Dispute Notice if Buyer supplements its position pursuant to Section 2.04(d) and such amended Dispute Notice is timely and properly delivered to Buyer), either Buyer or Sellers may submit the dispute to PricewaterhouseCoopers or, if PricewaterhouseCoopers is unwilling or unable to serve, an independent accounting firm of national reputation mutually agreeable to Buyer and Sellers (PricewaterhouseCoopers or such other mutually agreeable independent accounting firm, the “Independent Accountant”). As used herein, Proposed Final Closing Statement, as adjusted If either Buyer or Sellers submit the dispute to reflect any changes agreed to the Independent Accountant then each party shall take all actions reasonably requested by the Independent Accountant in connection with resolving such dispute, including submitting written claims to the Independent Accountant, if so requested, and each party shall request that the Independent Accountant deliver to Buyer and Sellers its resolution in writing not more than thirty (30) days after its engagement. All determinations made by the Independent Accountant shall be in writing and shall be final, conclusive and binding on the parties absent fraud or manifest error. In resolving any Disputed Item, the Independent Accountant (i) shall be bound by the provisions of this Section 2.04, including the matters set forth on Schedule II and (ii) may not assign a value to any individual Disputed Item greater than the greatest value for such Disputed Item claimed by Buyer or Sellers or less than the smallest value for such Disputed Item claimed by Buyer or Sellers. None of Sellers, Buyer and the decision Companies (and none of their respective Representatives) shall have any ex parte conversations or meetings with the Independent Accountant without the prior consent (not to be withheld, conditioned or delayed unreasonably) of (i) with respect to Sellers, Buyer, and (ii) with respect to Buyer and the Companies, Sellers. The fees, costs and expenses of the Accounting FirmIndependent Accountant shall be allocated to and borne by Buyer, in each caseon the one hand, and Sellers, on the other, based on the inverse of the percentage that the Independent Accountant’s determination (before such allocation) bears to the total amount of the Disputed Items as originally submitted to the Independent Accountant. For example, if Sellers claim that the Net Trade Working Capital is $1,000 greater than the amount claimed by Buyer, if Buyer contests only $500 of such amount claimed by Sellers and if the Independent Accountant ultimately resolves the dispute by awarding Sellers $300 of the $500 so contested, then the fees, costs and expenses of the Independent Accountant will be allocated sixty percent (60%) (i.e., 300 ÷ 500) to Buyer and forty percent (40%) (i.e., 200 ÷ 500) to Sellers. Any fees, costs and expenses allocated to and to be borne by a party pursuant to this Section 2.02the foregoing sentence shall be paid by such party, are referred to herein as the or its designee, within five (5) Business Days of receipt of any invoice or xxxx for such fees, costs and expenses. “Final Closing Statement”. Each of the parties ” means (i) Buyer’s Closing Statement delivered pursuant to this Agreement agrees Section 2.04(c) if no Dispute Notice is timely delivered by Sellers pursuant to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders).7 302010047 v18

Resolution of Disputes. Parent Buyer and the ShareholdersSellers’ Representative will attempt to promptly resolve the matters raised in any Dispute Notice in good faith. Beginning ten thirty (1030) business days after delivery of any Dispute Notice pursuant to Section 2.02(d2.5(d), either Parent Buyer or the ShareholdersSellers’ Representative may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS KPMG US LLP or a nationally recognized independent accounting another firm chosen jointly by Parent of regional standing mutually acceptable to Buyer and the ShareholdersSellers’ Representative (the “Accounting Firm”). The Accounting Firm will promptly, promptly and in accordance with such procedures as it deems fair and equitable (subject to the rules set forth terms of this Agreement), provided that each party shall be afforded an opportunity to submit a written statement in favor of its position and to advocate for its position orally before the Accounting Firm’s engagement letter and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount Notice, which resolution shall be made in accordance with the terms of this Agreement. The Accounting Firm will promptly resolve the items in dispute, provided that no calculation of any Adjustable Financial Amount in dispute shall act be either greater than the greater of, or lesser than the lesser of, (i) the calculation of such Adjustable Financial Amount set forth on the Dispute Notice (as an expert may be adjusted and not an arbitrator as submitted by Sellers’ Representative to the Accounting Firm at the outset of the dispute resolution process with a copy to Buyer) and (ii) Buyer’s calculation of such Adjustable Financial Amount as set forth on the Proposed Final Closing Statement (as may be adjusted and as submitted by Buyer to the Accounting Firm at the outset of the dispute resolution process with a copy to the Sellers’ Representative). In any such case, the Accounting Firm shall render a written decision as with respect to each such disputed matter, including a statement in reasonable detail of the basis for its decision. In no event The party whose position with respect to the matter in dispute is furthermost from the Accounting Firm’s final determination shall the decision pay all of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Notice. The fees and expenses of the Accounting Firm shall be apportioned among Parent and the Shareholders’ Representative (on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.022.5(e), are referred to herein as the “Final Closing Balance Sheet” and the “Final Closing Statement”, respectively. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to reasonably cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders).

Resolution of Disputes. Parent If the Seller Representative timely objects to any item or computation appearing in the Closing Date Statement prior to the expiration of the Review Period, the Seller Representative and Purchaser shall, during the Shareholders’ Representative will thirty (30) day period following the delivery of the Seller Representative’s objection, attempt in good faith jointly to promptly resolve the matters on the Closing Date Statement to which the Seller Representative objected prior to the expiration of the Review Period (including any matters with respect thereto that Purchaser is disputing as a result of any objections raised by the Seller Representative). The Seller Representative shall make the work papers, back-up materials and books and records used by it in preparing any Dispute Notice in good faith. Beginning ten (10) business days after such objection available to Purchaser and its accountants at reasonable times and upon reasonable notice following the delivery of any Dispute Notice pursuant such objection by the Seller Representative to Section 2.02(d)Purchaser hereunder. In the event the Seller Representative and Purchaser cannot resolve all of such disputed matters by the end of such thirty (30) day period, either Parent or Purchaser and the Shareholders’ Seller Representative may provide written notice shall promptly thereafter jointly engage the Neutral Accountant to resolve any disputed items not resolved by the Seller Representative and Purchaser with respect to the other (Closing Date Schedule. Each of Purchaser and the “Dispute Submission Notice”) that it elects to submit Seller Representative shall present its position on the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent the Neutral Accountant in writing, and the Shareholders’ Representative parties shall require the Neutral Accountant, within thirty (the “Accounting Firm”). The Accounting Firm will promptly30) days thereafter, in accordance with the rules set forth in the Accounting Firm’s engagement letter and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement. The Accounting Firm shall act acting as an expert and not an arbitrator arbitrator, to resolve only such unresolved disputes between the Seller Representative and Purchaser with respect to the Closing Date Statement, and the resolution by the Neutral Accountant of such matters shall render a written decision as to each disputed matter, in reasonable detail be within the range of the basis for its decisionamounts claimed by the Seller Representative and Purchaser in their written submissions to the Neutral Accountant. In no event resolving each such dispute, the Neutral Accountant shall apply the provisions of this Agreement concerning determination of the amounts set forth in the Closing Date Statement and the decision of the Accounting Firm provide for a calculation Neutral Accountant shall be solely based on (x) whether such item objected to was prepared in accordance with the applicable guidelines set forth in this Agreement concerning determination of the amounts set forth in the Closing Date Statement (e.g., that Closing Date Net Working Capital that is less than Capital, Cash, Closing Date Debt and Company Transaction Expenses were calculated in accordance with the applicable calculation thereof shown their respective definitions) or (y) whether the item objected to contains a mathematical or clerical error. Any such final determination of the Neutral Accountant shall be in writing, and such determination shall be deemed to be binding and final on the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Noticeparties. The All fees and expenses of the Accounting Firm Neutral Accountant in connection with any dispute under this Section 2.4(c) shall be apportioned among Parent allocated fifty percent (50%) to Purchaser and fifty percent (50%) to the Shareholders’ Seller Representative (on behalf of payable from the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Seller Representative and Parent are upheld by the Accounting FirmFund if any balance thereof remains at such time). The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate In connection with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve resolution of any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior with regard to the Closing Date Statement, each party (the Sellers and the Seller Representative, on one hand, and Purchaser, on the other) shall be paid by the Shareholders’ Representative (on behalf of the Shareholders)pay its own fees and expenses, including legal, accounting and consultant fees and expenses.

Resolution of Disputes. Parent Acquiror and the Shareholders’ Sellers Representative will attempt to promptly resolve the matters raised in any a Dispute Notice in good faith. Beginning ten If the matters raised in the Dispute Notice are not resolved within twenty (1020) business days Business Days after delivery of any the Dispute Notice pursuant to Section 2.02(d)Notice, either Parent Acquiror or the Shareholders’ Sellers Representative may provide written notice to the other (the “Dispute Submission Notice”) that it elects they elect to submit the disputed items to JAMS PriceWaterhouseCoopers LLP or a another nationally recognized independent accounting firm chosen jointly by Parent Acquiror and the Shareholders’ Sellers Representative (the “Accounting FirmWorking Capital Arbitrator”). The Accounting Firm Working Capital Arbitrator will promptly, in accordance with the rules set forth in Commercial Arbitration Rules of the Accounting Firm’s engagement letter and its customary practicesAmerican Arbitration Association, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this AgreementGAAP. In conducting its review, the Working Capital Arbitrator shall base its determination solely on presentations of Acquiror and Sellers Representative, and shall not, for avoidance of doubt, engage in or conduct an independent review. The Accounting Firm costs of the Working Capital Arbitrator, shall act be borne by the parties in inverse proportion as they may prevail on the matters resolved by the Working Capital Arbitrator, which proportionate allocation shall be calculated on an expert and not an arbitrator aggregate basis based on the relative dollar values of the amounts in dispute and shall render a written decision as to each disputed matter, in reasonable detail be determined by the Working Capital Arbitrator at the time the determination of such Working Capital Arbitrator is rendered on the merits of the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Notice. The fees and expenses of the Accounting Firm shall be apportioned among Parent and the Shareholders’ Representative (on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firmmatters submitted. The decision of the Accounting Firm Working Capital Arbitrator with respect to the disputed items of the Proposed Final Closing Balance Sheet and the Closing Statement submitted to it it, as well as the payment of the Working Capital Arbitrator’s fees and expenses, will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) Working Capital Arbitrator and to cause the Accounting Firm Working Capital Arbitrator to resolve any such dispute as soon as practicable no later than thirty (30) Business Days after the commencement selection of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders)Working Capital Arbitrator.

Resolution of Disputes. Parent and the Shareholders’ Representative will attempt to promptly resolve the matters raised in any Dispute Notice (b) If either Seller in good faith. Beginning ten faith disagrees with all or any portion of any Deferred Consideration Statement, then such Seller shall notify the Purchaser in writing (10the “Dispute Notice”) business of such disagreement within forty-five (45) days after delivery of any such Deferred Consideration Statement. Each Dispute Notice pursuant to Section 2.02(d), either Parent or the Shareholders’ Representative may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent and the Shareholders’ Representative (the “Accounting Firm”). The Accounting Firm will promptly, in accordance with the rules shall set forth in the Accounting Firm’s engagement letter and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement. The Accounting Firm shall act as an expert and not an arbitrator and shall render a written decision as to reasonable detail each disputed matter, in reasonable detail of item or amount and the basis for its decisionthe disagreement, together with supporting calculations. In no event shall the decision of the Accounting Firm provide for a Any amount, determination or calculation of Net Working Capital that is less than contained in the applicable calculation thereof shown Deferred Consideration Statement and not specifically disputed in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the a timely delivered Dispute Notice. The fees and expenses of the Accounting Firm Notice shall be apportioned among Parent and the Shareholders’ Representative (on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the partiesParties and not subject to further review. If a Dispute Notice is timely delivered within such forty-five (45) day period, absent manifest or arithmetical errorsthe Purchaser and such Seller shall negotiate in good faith to resolve each dispute raised therein (each, a “DC Objection”). As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to Any such resolution shall be evidenced in a writing and executed by the parties and the decision an authorized representative of the Accounting Firm, in Purchaser and each case, pursuant to this Section 2.02, Seller. If the Purchaser and such Seller are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm unable to resolve any DC Objections within ten (10) days after delivery of such dispute Dispute Notice, then the Purchaser and the Sellers shall jointly engage an Independent Accountant to resolve such DC Objections (acting as an expert and not an arbitrator) in accordance with this Agreement as soon as practicable thereafter, but in any event within thirty (30) days after the commencement engagement of the Accounting Firm’s engagementIndependent Accountant. Any portion Such Independent Accountant shall be the Independent Accountant contemplated or selected pursuant to Section 2.6(b). If such Independent Accountant is no longer deemed independent, or is unwilling or unable to serve in such capacity, then the Purchaser and the Sellers shall select, within ten (10) days after notification that such Independent Accountant is unwilling or unable to serve in such capacity, a mutually acceptable, nationally recognized independent accounting firm to serve as the Independent Accountant for purposes of resolving such dispute. The Sellers and the Purchaser shall cause the Independent Accountant to deliver a written report containing its calculation of the Accounting Firmdisputed DC Objections (which calculation shall be within the range of dispute between the Deferred Consideration Statement and the Dispute Notice) within thirty (30) days after engagement of the Independent Accountant. The scope of such firm’s fees engagement (which shall not be an audit) shall be limited to the resolution of the items contained in the Dispute Notice, and the recalculation, if any, of the Deferred Consideration Statement in light of such resolution. For the avoidance of doubt, the Independent Accountant shall not make any expenses payable hereunder determination with respect to any matter other than those matters specifically set forth in the Dispute Notice that remain in dispute at the time of such determination. All DC Objections that are resolved between the Parties or are determined by the shareholders Independent Accountant in accordance with this Section 2.7(d) shall be final, binding and conclusive upon the Parties and shall not be subject to further review absent manifest error. The fees, costs and expenses of the Company prior to Purchaser Parties in connection with the Closing preparation of the Deferred Consideration Statement shall be borne by the Purchaser, and the fees, costs and expenses of the Sellers in connection with the preparation of the Dispute Notice shall be borne pro rata by the Sellers based upon each Seller’s Percentage Interest as of the date hereof. The fees, costs and expenses of the Independent Accountant, if any, selected in accordance with this Section 2.7(d) will be paid by the Shareholders’ Representative Sellers (on a pro rata basis based upon each Seller’s Percentage Interest as of the date hereof), on the one hand, and the Purchaser, on the other hand, based on the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by or on behalf of such Party. Within five (5) Business Days of the Shareholdersfirst to occur of either (i) final resolution of the Deferred Consideration Statement as described above, and (ii) delivery of a notice of determination by the Independent Accountant as described above, any adjustment shall be paid as provided in Section 2.7(g).

Resolution of Disputes. Parent and the Shareholders’ Representative will attempt to promptly resolve the matters raised Except as otherwise provided in any Dispute Notice in good faith. Beginning ten (10) business days after delivery of any Dispute Notice pursuant to Section 2.02(d1.3(b)(iii), either Parent or the Shareholders’ Representative may provide written notice to Closing Statement and all other scheduled information upon which the other (foregoing adjustments are based, which are delivered by Seller shall be final, binding and conclusive on the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent and the Shareholders’ Representative (the “Accounting Firm”). The Accounting Firm will promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute parties with respect to each such specific unresolved item and amount in accordance with this Agreement. The Accounting Firm shall act as an expert and not an arbitrator and shall render adjustments to the Purchase Price under Section 1.3 unless Buyer submits to Seller a written decision as to each disputed matter, notice of any dispute (setting forth in reasonable detail of the basis for its decisionsuch dispute) within 90 days after the Closing. In no event If Buyer delivers a timely notice of dispute, Seller's Accountants and Buyer's Accountants shall confer to determine the decision nature and scope of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Notice. The fees and expenses of the Accounting Firm shall be apportioned any disagreement among Parent and the Shareholders’ Representative (on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant shall submit such issues to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties for resolution. If Buyer and Seller are unable to this Agreement agrees reach a resolution within 30 days after the receipt by Seller of Buyer's written notice of dispute, then the dispute shall be submitted to use its commercially reasonable efforts Arthxx Xxxexxxx (xx if Arthxx Xxxexxxx xx unavailable, to another nationally recognized public accounting firm mutually satisfactory to Buyer and Seller). Buyer and Seller shall provide full cooperation to such accounting firm. Such accounting firm shall make a final and binding determination as to the matter or matters in dispute. Buyer and Seller shall cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) each other and to cause the Accounting Firm with each other's authorized representatives in order to resolve any such dispute as soon as practicable practicable. Within five (5) days after the commencement final resolution of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior all disputes relating to the Closing Statement, Buyer and Seller shall readjust the Purchase Price in the same manner as provided in Section 1.3. If the payments at Closing by Buyer were greater than the Purchase Price that should have been paid as finally determined by this Section 1.4, Seller shall immediately refund such excess amount (less any amount that may have been paid to Buyer pursuant to Section 10.1 hereof or pursuant to the Guaranty relating to such dispute) to Buyer, together with interest on such amount from the Closing Date to the date of such payment at the rate of eight percent per annum, in the manner set forth below. If the payments at Closing by Buyer were less than the Purchase Price that should have been paid as finally determined by this Section 1.4, Buyer shall immediately pay such additional amount to Seller, together with interest on such amount from the Closing Date to the date of such payment at the rate of eight percent per annum, in the manner set forth below. Each $1,000 of amounts to be refunded by Seller or paid as additional consideration by Buyer pursuant to Section 1.4 shall be paid by as follows (with amounts not in whole multiples of $1,000 applied in the Shareholders’ Representative (on behalf of the Shareholders).same proportion):

Resolution of Disputes. Parent If Seller and the Shareholders’ Representative will attempt Buyer fail to promptly resolve reach an agreement with respect to any or all of the matters raised in any Dispute Notice in good faith. Beginning ten (10) business days after delivery of any Dispute Notice pursuant to Section 2.02(d), either Parent or the Shareholders’ Representative may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent and the Shareholders’ Representative (the “Accounting Firm”). The Accounting Firm will promptly, in accordance with the rules set forth in the Accounting FirmStatement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to an impartial regionally recognized financial consulting firm or a firm of independent certified public accountants other than Seller’s engagement letter accountants, the Business’s accountants or Xxxxx’s Accountants mutually agreeable to Buyer and its customary practicesSeller (the “Independent Accountant”) who, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement. The Accounting Firm shall act acting as an expert and not an arbitrator arbitrator, and without considering extrinsic evidence, shall render resolve the Disputed Amounts only to the extent they relate to accounting matters and make any adjustments to the Closing Statement. The Independent Accountant shall be jointly instructed by the parties to make a written determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after engagement of the Independent Accountant, and its resolution of the Disputed Amounts and, other than with respect to conclusions of Law and interpretation of this Agreement and consideration of extrinsic evidence, its adjustments to the Closing Statement shall be conclusive (other than with respect to conclusions of Law and interpretation of this Agreement and consideration of extrinsic evidence) absent manifest error. The Independent Accountant shall decide only the specific items under dispute by the parties and the Independent Accountant’s decision as for each Disputed Amount must be within the range of values assigned to each disputed matter, in reasonable detail of the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown such item in the Proposed Final Closing Statement or greater than and the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute NoticeStatement of Objections, respectively. The fees and expenses of the Accounting Firm Independent Accountant shall initially be split 50/50 between Buyer and Seller, and after the final resolution of any dispute, shall be apportioned among Parent borne by Xxxxx, on the one hand, and Seller, on the Shareholders’ Representative (other hand, based on behalf of the Shareholders) based upon the relative extent to percentage which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees contested amount not awarded to each party bears to the amount actually contested by such party (and any the appropriate party shall reimburse the other party accordingly). For example, if closing accounts receivable is the only disputed item, and Seller claims that closing accounts receivable is $1,000, and Buyer contests only $500 of the amount claimed by Seller, and if the Independent Accountants ultimately resolve the dispute by awarding Seller $300 of the $500 contested, then the costs and expenses payable hereunder of Independent Accountants will be allocated 60% (i.e., 300 ÷ 500) to Buyer and 40% (i.e., 200 ÷ 500) to Seller. Any dispute that cannot be resolved by the shareholders of the Company prior Independent Accountant pursuant to the Closing provisions hereof shall be paid resolved by the Shareholders’ Representative (on behalf courts of the Shareholders)law set forth in Section 10.11.

Resolution of Disputes. Parent Buyer and the Shareholders’ Representative Seller will attempt to promptly resolve the matters raised in any Dispute Notice in good faith. Beginning ten forty-five (1045) business days Business Days after delivery of any Dispute Notice pursuant to Section 2.02(d2.4(c), either Parent Buyer or the Shareholders’ Representative Seller may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS Xxxxxx & Co.; provided, however, in the event that Xxxxxx & Co. has been or currently is being retained by any of Seller, Buyer or their Affiliates with respect to matters unrelated to the matters set forth in the Dispute Notice, then the Seller and Buyer shall mutually agree on a nationally recognized independent different accounting firm, which firm chosen jointly shall not have been previously engaged by Parent and the Shareholders’ Representative any of Seller, Buyer or their Affiliates (the “Accounting Firm”). The Accounting Firm will promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter such procedures as it deems fair and its customary practicesequitable, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice Notice, provided that each party shall be afforded an opportunity to submit a written statement in favor of its position and to advocate for its position orally before the Accounting Firm. The Accounting Firm will resolve the dispute by selecting with respect to each item in dispute an amount between or equal to Buyer’s position as set forth on the Proposed Final Closing Statement (as modified following discussions with Seller with respect to disputed items and as submitted to the Accounting Firm at the outset of the dispute resolution process with a copy to Seller) or Seller’s position as set forth on the Dispute Notice (as modified with respect to disputed items following discussions with Buyer and as submitted to the Accounting Firm at the outset of the dispute resolution process with a copy to Buyer). In any such specific unresolved item and amount case, a single partner of the Accounting Firm selected by such Accounting Firm in accordance with this Agreement. The its normal procedures and having expertise with respect to settlement of such disputes and the industry in which the Company and its Subsidiaries operate shall act for the Accounting Firm shall act as an expert in the determination proceeding, and not an arbitrator and the Accounting Firm shall render a written decision as with respect to each such disputed matter, including a statement in reasonable detail of the basis for its decision. In , by no event shall later than thirty (30) days following the decision submission of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown disputed items to it in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Noticeaccordance with this Section 2.4(d). The fees and expenses of the Accounting Firm shall be apportioned among Parent paid by Seller, on the one hand, and by Buyer, on the Shareholders’ Representative (on behalf other hand, in proportion to the portion of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld aggregate amount in dispute that is finally resolved by the Accounting FirmFirm in a manner adverse to such party. For example, if Seller contests $500 of the amount claimed by Buyer, and if the Accounting Firm ultimately resolves the dispute by awarding Seller $300 of the $500 contested, then the costs and expenses of the Accounting Firm will be allocated 60% (i.e., 300/500) to Buyer and 40% (i.e., 200/500) to Seller. Each of Buyer and Seller shall bear its own costs and expenses, if any, incurred in connection with the process contemplated in this Section 2.4(d), including the fees of any advisors retained to act on its behalf. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and and/or, as the case may be, the decision of the Accounting Firm, in each case, pursuant to this Section 2.022.4, are referred to herein as the “Final Closing Balance Sheet” and the “Final Closing Statement”, respectively. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders).

Resolution of Disputes. Parent and the Shareholders’ Equityholder Representative will attempt negotiate in good faith to promptly resolve the matters any disputed items raised in the Dispute Notice, but if Parent and the Equityholder Representative do not reach a final resolution on any disputed items raised in the Dispute Notice in good faith. Beginning ten within thirty (1030) business days after delivery Parent’s receipt of any the Dispute Notice pursuant Notice, Parent and the Equityholder Representative will submit their final calculations of the remaining items in dispute to Section 2.02(d), either Parent or the Shareholders’ Representative may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly selected and engaged by Parent and the Shareholders’ Equityholder Representative ) (the “Accounting FirmIndependent Accountant”). The Accounting Firm will promptlyIndependent Accountant, acting as an expert (and not as an arbitrator), shall consider only those remaining disputed items (and no other matters) and the scope of the disagreements to be resolved by the Independent Accountant shall be limited to fixing mathematical errors and determining whether the items that remain in dispute were determined in accordance with the rules set forth in terms and provisions of this Agreement. The Independent Accountant shall review such final calculations submitted by Parent and the Accounting Firm’s engagement letter Equityholder Representative, and its customary practicesissue a written report setting forth, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved disputed item, the Independent Accountant’s determination as to the correct amount of each such item and amount in accordance with this Agreement. The Accounting Firm shall act as an expert , and not an arbitrator and shall render a written decision as to each disputed matterbased on such amounts, the Final Closing Merger Consideration; provided, that the Independent Accountant’s determinations will in reasonable detail no event result in any element of the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or Merger Consideration being greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Notice. The fees and expenses higher of the Accounting Firm shall be apportioned among values assigned thereto by Parent and the Shareholders’ Equityholder Representative (on behalf or lesser than the lower of the Shareholders) based values assigned thereto by Parent and the Equityholder Representative. Parent, the Surviving Entity and their Subsidiaries, on the one hand, and the Equityholder Representative, on the other hand, will make available to the Independent Accountant, during regular business hours and upon reasonable advance notice, all relevant personnel, books, records and work papers relating to the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld calculations submitted as reasonably requested by the Accounting FirmIndependent Accountant. The decision of the Accounting Firm with respect to Independent Accountant will be made within thirty (30) days after the disputed items Independent Accountant is engaged, or as soon thereafter as reasonably practicable, and in the absence of the Proposed Final Closing Statement submitted to it fraud or manifest error, will be final, conclusive and binding on the partiesParties, absent manifest or arithmetical errorsand judgment thereon may be entered by any court of competent jurisdiction. As used hereinParent, Proposed Final Closing Statementon the one hand, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Equityholder Representative (on behalf of the ShareholdersEquityholders and subject to Section 10.14.3), on the other hand, shall bear that percentage of the fees and expenses of the Independent Accountant equal to the proportion of the total dollar value of all disputed items submitted to the Independent Accountant that is determined in favor of the other party by the Independent Accountant. By way of example, if Parent has taken the position that the Working Capital was $1,000,000 less than the Estimated Working Capital and the Equityholder Representative has taken the position that Working Capital was $500,000 greater than the Estimated Working Capital, and the Independent Accountant finally determines that Working Capital was equal to Estimated Working Capital, then Parent shall pay two-thirds of the fees and expenses of the Independent Accountant and the Equityholder Representative (on behalf of the Equityholders and subject to Section 10.14.3) shall pay one-third of the fees and expenses of the Independent Accountant.

Resolution of Disputes. Parent Buyer and the ShareholdersSellers’ Representative will attempt to promptly resolve the matters raised in any Dispute Notice in good faith. Beginning ten (10) business days Business Days after delivery of any Dispute Notice pursuant to Section 2.02(d2.05(c), either Parent Buyer or the ShareholdersSellers’ Representative may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent Buyer and the ShareholdersSellers’ Representative (the “Accounting Firm”). In the event that an accounting firm has not been selected by mutual agreement of Buyer and the Sellers’ Representative within ten (10) Business Days following the giving of the Dispute Submission Notice, the Accounting Firm shall be Deloitte & Touche LLP. The Accounting Firm will promptly, in accordance with the rules set forth in Commercial Arbitration Rules of the Accounting Firm’s engagement letter and its customary practicesAmerican Arbitration Association, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this AgreementAgreement by determining whether the positions of Buyer or the Sellers’ Representative are, on the whole, more accurate and, based on such determination, adopting either all of the positions set forth by Buyer or all of the positions set forth by the Sellers’ Representative. The In any such case, a single partner of the Accounting Firm selected by such Accounting Firm in accordance with its normal procedures and having expertise with respect to settlement of such disputes shall act as an expert for the Accounting Firm in the determination proceeding, and not an arbitrator and the Accounting Firm shall render a written decision as with respect to each such disputed matter, including a statement in reasonable detail of the basis for its decision. In no event shall the decision All of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Notice. The fees and expenses of the Accounting Firm shall be apportioned among Parent and borne by the Shareholders’ Representative Sellers (on behalf of in the Shareholders) based upon the relative extent to which the event that Buyer’s positions of the Shareholders’ Representative and Parent are upheld adopted by the Accounting Firm) or the Acquired Companies (in the event that the Sellers’ Representative’s positions are adopted by the Accounting Firm). The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.022.05, are referred to herein as the “Final Closing Balance Sheet” and the “Final Closing Statement”,” respectively. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders).

Resolution of Disputes. If the Members’ Representative delivers a Dispute Notice in accordance with Section 2.13(c), Parent and the ShareholdersMembers’ Representative will attempt to promptly resolve the any matters raised in any such Dispute Notice in good faith. Beginning ten If Parent and the Members’ Representative resolve the objections set forth in the Dispute Notice within twenty (1020) business days Business Days after delivery of any the Dispute Notice pursuant to Section 2.02(d)Notice, the amounts agreed upon by them in writing shall be deemed final, conclusive and binding upon all parties in all respects. Beginning on the twentieth (20th) Business Day after delivery of the Dispute Notice, either Parent or the ShareholdersMembers’ Representative may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items set forth in the Dispute Notice that remain unresolved to JAMS PricewaterhouseCoopers or a another nationally recognized independent accounting firm chosen jointly by Parent and mutual agreement of the ShareholdersMembers’ Representative and Parent (the “Accounting FirmArbitrator”). The Accounting Firm Arbitrator will promptly, in accordance with the rules set forth in the Accounting FirmArbitrator’s engagement letter and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve all such unresolved disputed items (and only such unresolved disputed items set forth in the dispute with respect to each such specific unresolved item and amount Dispute Notice) in accordance with this Agreement. The Accounting Firm In any such case, a single partner of the Arbitrator selected by the Arbitrator in accordance with its normal procedures and having expertise with respect to settlement of such disputes shall act as an expert for the Arbitrator in the determination proceeding, and not an arbitrator and such partner shall render a written decision as with respect to each such unresolved disputed matteritems, including a statement in reasonable detail of the basis for its decision. The Arbitrator’s determination shall be based solely on the submissions and supporting materials provided by Parent and the Members’ Representative in accordance with the terms, definitions and procedures set forth in this Agreement (i.e., not on the basis of an independent review). In no event shall resolving any unresolved disputed item, the decision of Arbitrator may not assign a value to any item greater than the Accounting Firm provide maximum value for a such item claimed by either Parent in its calculation of Net Working Capital that is pursuant to Section 2.13(b) or the Members’ Representative in its Dispute Notice or less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Noticeminimum value for such item claimed by either such party therein. The fees and expenses of the Accounting Firm Arbitrator shall be apportioned among Parent allocated to be paid by Parent, on the one hand, and the ShareholdersMembers’ Representative (Representative, on behalf of the Shareholders) other hand, based upon the relative extent to which percentage that the positions portion of the Shareholders’ Representative and Parent are upheld contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Accounting FirmArbitrator. The decision of the Accounting Firm Arbitrator with respect to each of the disputed items of the Proposed Closing Balance Sheet and/or the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm Arbitrator (including by executing a customary engagement letter reasonably acceptable to itthe Arbitrator and the parties) and to cause the Accounting Firm Arbitrator to resolve any such dispute as soon as practicable after the commencement of the Accounting FirmArbitrator’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders).

Resolution of Disputes. Parent and the ShareholdersHolders’ Representative will attempt in good faith use commercially reasonable efforts to promptly resolve the matters raised in any Dispute Notice in good faithand agree upon the Final Cash Purchase Price (as defined below). Beginning ten twenty (1020) business days Business Days after delivery of any Dispute Notice pursuant to Section 2.02(d)2.11.3, either Parent or the ShareholdersHolders’ Representative may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS Xxxxx Xxxxxxxx LLP or a another nationally recognized independent accounting firm chosen jointly by Parent and the ShareholdersHolders’ Representative (the “Accounting Firm”). In the event that Xxxxx Xxxxxxxx LLP has not agreed to act as the Accounting Firm and an alternative Accounting Firm has not been selected by mutual agreement of Parent and the Holders’ Representative within ten (10) Business Days following the giving of the Dispute Submission Notice, each of Parent and the Holders’ Representative shall promptly select an accounting firm and promptly cause such two accounting firms to mutually select a third independent accounting firm to act as the Accounting Firm within twenty (20) Business Days of the giving of the Dispute Submission Notice. The Accounting Firm will promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement. The In any such case, a single partner of the Accounting Firm selected by such Accounting Firm in accordance with its normal procedures and having expertise with respect to settlement of such disputes and the industry in which the Acquired Companies operate shall act as an expert for the Accounting Firm in the determination proceeding, and not an arbitrator and the Accounting Firm shall render a written decision as to each disputed matter, including a statement in reasonable detail of the basis for its decision and its calculation of the Final Cash Purchase Price (as defined below) based on such decision. In no event shall the decision of the Accounting Firm (i) provide for a calculation of Net Working Capital any element of the Cash Purchase Price that is less than the applicable lower calculation thereof shown in the Proposed Final Closing Statement or in the Dispute Notice or greater than the Shareholders’ Representative’s alternative higher calculation thereof shown in the Proposed Final Closing Statement or in the Dispute Notice. The fees and expenses of the Accounting Firm shall be apportioned among Parent and the ShareholdersHolders’ Representative (on behalf of the Shareholders) and Parent based upon the relative extent to which the positions of the ShareholdersHolders’ Representative and Parent are upheld by the Accounting Firm. The relative extent to which such positions are upheld will be determined by comparing (a) the difference between the Final Cash Purchase Price as finally determined pursuant to this Section 2.11.4 and the Cash Purchase Price assuming all of the positions asserted by Parent had been upheld in their entirety by the Accounting Firm and (b) the difference between the Final Cash Purchase Price as finally determined pursuant to this Section 2.11.4 and the Cash Purchase Price assuming all of the positions asserted by the Holders’ Representative had been upheld in their entirety by the Accounting Firm. By way of illustration, (i) if Parent’s calculations would have resulted in a $100,000 net payment from the Adjustment Escrow Account to Parent (or if the amount on deposit in the Adjustment Escrow Account is not sufficient, from the Indemnity Escrow Account), the Holders’ Representative’s calculations would have resulted in a $100,000 net payment to the Holders from Parent and the Accounting Firm’s final determination results in an aggregate net payment of $50,000 to the Holders under Section 2.11.5, Parent and the Holders’ Representative shall pay 75% and 25%, respectively, of such fees and expenses and (ii) if each of such parties’ calculation differs from the Accounting Firm’s calculation by $100,000 or more, Parent and the Holders’ Representative shall split such fees and expenses evenly. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders).

Resolution of Disputes. Parent Buyer and the Shareholders’ Representative Sellers will attempt to promptly resolve the matters raised in any Dispute Seller Response Notice in good faith. Beginning ten twenty (1020) business days Business Days after delivery of any Dispute Seller Response Notice pursuant to Section 2.02(d2.05(d), or any mutually-agreed extension thereof, either Parent Buyer or the Shareholders’ Wexford Sellers Representative may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent Buyer and the Shareholders’ Representative Sellers acting in good faith (the “Accounting Firm”). The Parties will instruct the Accounting Firm will promptlyto promptly (and in any event within thirty (30) Business Days), in accordance with the rules set forth such procedures as it deems fair and equitable, provided that each party will be afforded an opportunity to submit a written statement in favor of its position and to advocate for its position orally before the Accounting Firm’s engagement letter and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this AgreementSeller Response Notice. The Accounting Firm shall will resolve the dispute by selecting either (i) the Sellers’ calculation of Closing Working Capital, the Closing Transaction Expenses, Closing Debt Amount or Purchase Price as set forth on the Seller Response Notice (as modified following discussions with Buyer and as submitted to the Accounting Firm at the outset of the dispute resolution process with a copy to Buyer) or (ii) Buyer’s calculation of Closing Working Capital, the Closing Transaction Expenses or Closing Debt Amount or Purchase Price as set forth on the Proposed Final Closing Statement (as modified following discussions with the Sellers and as submitted to the Accounting Firm at the outset of the dispute resolution process with a copy to the Sellers), based upon the submission which results in an adjustment to the Closing Working Capital, the Closing Transaction Expenses, Closing Debt Amount and Purchase Price that is closest to the correct adjustment as determined by the Accounting Firm after resolution of the disputed items. In any such case, a single partner of the Accounting Firm selected by such Accounting Firm in accordance with its normal procedures and having expertise with respect to settlement of such disputes and the industry in which the Company operates will act as an expert for the Accounting Firm in the determination proceeding, and not an arbitrator and shall the Accounting Firm will render a written decision as with respect to each such disputed matter, including a statement in reasonable detail of the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Notice. The fees and expenses of the Accounting Firm shall will be apportioned among Parent and the Shareholders’ Representative (on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld borne 50% by the Accounting FirmBuyer and 50% by the Sellers. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errorsParties for purposes of this Section 2.05. As used herein, the Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and Parties and/or the decision of the Accounting Firm, in each case, Firm pursuant to this Section 2.02, are 2.05 is referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement Parties agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders).

Resolution of Disputes. Parent If Seller and the Shareholders’ Representative will attempt Buyer fail to promptly resolve reach an agreement with respect to all of the matters raised in any Dispute Notice in good faith. Beginning ten (10) business days after delivery of any Dispute Notice pursuant to Section 2.02(d), either Parent or the Shareholders’ Representative may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent and the Shareholders’ Representative (the “Accounting Firm”). The Accounting Firm will promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts” and its customary practicesany amounts not so disputed, review only those unresolved items the “Undisputed Amounts”) shall be submitted for resolution to Gxxxx Xxxxxxxx LLP or, if Gxxxx Xxxxxxxx LLP is unable to serve, Buyer and amounts specifically set forth Seller shall appoint by mutual agreement another impartial nationally recognized firm of independent certified public accountants (the “Independent Accountants”) who, acting as experts and objected to in the Dispute Notice and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to the Actual Working Capital and Actual Indebtedness. The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute with respect by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such specific unresolved item in the Closing Date Statement and amount in accordance with this Agreementthe Statement of Objections, respectively. The Accounting Firm Independent Accountants shall act review such submissions from Buyer and Seller and base its determination solely on such submissions. The Independent Accountants shall make a determination as an expert and not an arbitrator and soon as practicable within thirty (30) days (or such other time as the parties hereto shall render a written decision as to each disputed matter, agree in reasonable detail of the basis for its decisionwriting) after their engagement. In no event shall the The decision of the Accounting Firm provide for a Independent Accountants shall be deemed final and binding upon the parties and enforceable by any court of competent jurisdiction and the Independent Accountants’ final calculation of Net (i) Actual Working Capital that is less than shall be deemed the applicable calculation thereof shown in “Final Working Capital” and (ii) Actual Indebtedness shall be deemed the Proposed “Final Closing Statement or greater than Indebtedness.” Fees of the Shareholders’ Representative’s alternative calculation thereof shown in Independent Accountants. Seller shall pay a portion of the Dispute Notice. The fees and expenses of the Accounting Firm shall be apportioned among Parent Independent Accountants equal to 100% multiplied by a fraction, the numerator of which is the amount of Disputed Amounts submitted to the Independent Accountants that are resolved in favor of Buyer (that being the difference between the Independent Accountants’ determination and Seller’s determination) and the Shareholders’ Representative (on behalf denominator of which is the Shareholders) based upon the relative extent to which the positions total amount of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect Disputed Amounts submitted to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errorsIndependent Accountants. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any Buyer shall pay that portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior Independent Accountants that Seller is not required to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders)pay hereunder.

Resolution of Disputes. Parent If Alpha Bermuda and the Shareholders’ Representative will attempt Selling Shareholders have not been able to promptly resolve the matters raised in any Dispute Notice in good faith. Beginning ten (10) business a dispute within 30 days after the date of delivery of any Dispute an Objection Notice pursuant to Section 2.02(d(which 30-day period may be extended by written agreement of Alpha Bermuda and the Selling Shareholders), either Parent or party may submit such dispute to, and such dispute shall be resolved fully, finally and exclusively through the Shareholders’ Representative may provide written notice to use of, an independent accounting firm selected by the other Combined Board (the “Dispute Submission NoticeAuditor”) that it elects ). If the Auditor is not willing to submit the disputed items to JAMS or a nationally recognized serve as an independent accounting firm chosen jointly by Parent and the Shareholders’ Representative for this purpose, then another independent international accounting firm (the “Alternate Accounting Firm”)) shall be selected to serve as such by mutual agreement of Alpha Bermuda and the Selling Shareholders. The If Alpha Bermuda and the Selling Shareholders cannot mutually agree on the identity of the Alternate Accounting Firm will promptlywithin 15 days following expiration of the Objection Period, such dispute shall be resolved fully and finally in accordance with the rules set forth in the Accounting Firm’s engagement letter and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement. The Accounting Firm shall act as an expert and not Singapore by an arbitrator with significant accounting experience selected pursuant to, and shall render a written decision as to each disputed matteran arbitration governed by, in reasonable detail the UNCITRAL Arbitration Rules of the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Notice1976. The fees and expenses of the Auditor, the Alternate Accounting Firm or the arbitrator (the “Reviewing Party”) incurred in the resolution of such dispute shall be apportioned among Parent borne by the parties in such proportion as is appropriate to reflect the relative benefits received by Alpha Bermuda and the Shareholders’ Representative (on behalf Selling Shareholders from the resolution of the dispute. Any arbitration proceeding shall be commenced within 60 days of the date of delivery of the Objection Notice or such other date as specified by Alpha Bermuda and the Selling Shareholders in writing. The Reviewing Party shall determine (and written notice thereof shall be given to Alpha Bermuda and the Selling Shareholders) as promptly as practicable, based upon solely on written submissions detailing the relative extent disputed items and forwarded to which it, (x) whether the positions Proposed Deferred Stock Payment Statement, and the resulting Deferred Stock Payment was prepared in accordance with the terms of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm this Agreement or, alternatively, (y) only with respect to the disputed items submitted to the Reviewing Party, whether and to what extent (if any) the Proposed Deferred Stock Payment Statement and/or the resulting Deferred Stock Payment require adjustment and a written explanation in reasonable detail of each such required adjustment, including the basis therefor. All negotiations pursuant to this Section 5.3(h)(iii) shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Proposed Final Closing Statement submitted Federal Rules of Evidence and comparable foreign and state rules of evidence, and all negotiations, submissions to it will the Reviewing Party, and arbitration proceedings under this Section 5.3(h)(iii) shall be finaltreated as confidential information. The Reviewing Party shall be bound by a mutually agreeable confidentiality agreement. The procedures of this Section 5.3(h)(iii) are exclusive and, conclusive except as set forth below, the determination of the Reviewing Party shall be final and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the The decision of the Accounting Firm, in each case, rendered pursuant to this Section 2.02, are referred 5.3(h)(iii) may be filed as a judgment in any court of competent jurisdiction. Either party may seek specific enforcement or take other necessary legal action to herein as the “Final Closing Statement”enforce any decision under this Section 5.3(h)(iii). Each of the parties The other party’s only defense to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing such a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing request for specific enforcement or other legal action shall be paid fraud by or upon the Shareholders’ Representative (on behalf of Reviewing Party. Absent such fraud, such other party shall reimburse the Shareholders)party seeking enforcement for its expenses related to such enforcement.

Resolution of Disputes. Parent The Buyer and the Shareholders’ Representative Seller will attempt to promptly resolve the matters raised Disputed Items in good faith during the twenty (20) day period following delivery of the Dispute Notice. During such twenty (20) day period, the Buyer shall provide, and shall cause the Acquired Companies to provide, the Seller and its Representatives with access to, and the opportunity to make copies of, the work papers and other materials used or considered by the Buyer in the preparation of the Closing Balance Sheet and the Closing Statement, and reasonable access to personnel and Representatives of the Buyer and the Acquired Companies who assisted or were consulted in the preparation of the Closing Balance Sheet and the Closing Statement. Disputed Items resolved by the Seller and the Buyer within such twenty (20) day period will be final, conclusive and binding on the parties. If the Buyer and the Seller are unable to resolve any Disputed Items in the Dispute Notice in good faith. Beginning ten within such twenty (1020) business days after delivery of any Dispute Notice pursuant to Section 2.02(d)day period, either Parent the Buyer or the Shareholders’ Representative Seller may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit is submitting the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly remaining Disputed Items for resolution by Parent the Independent Accountant. The Buyer and the Shareholders’ Representative Seller will instruct the Independent Accountant to render its decision within thirty (30) days (and in any event as soon as practicable) following the “Accounting Firm”submission to the Independent Accountant of their respective final calculations of the Disputed Items as presented in the Buyer’s Closing Balance Sheet and/or Closing Statement pursuant to Section 2.4.2 and the Seller’s Dispute Notice pursuant to Section 2.4.3 (which the Buyer and the Seller shall submit to the Independent Accountant not later than ten (10) days following the giving of the Dispute Submission Notice). Each of the Buyer and the Seller shall, and the Buyer shall cause the Acquired Companies to, use reasonable best efforts to comply with all reasonable requests by the Independent Accountant for access to their respective work papers, information, books, records and similar items, personnel and Representatives. The Accounting Firm Independent Accountant will promptly, in accordance with review such final calculations of the rules set forth in the Accounting Firm’s engagement letter Disputed Items and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and will resolve the dispute with respect to each Disputed Item by determining whether the Seller’s final calculations thereof or the Buyer’s final calculations thereof are more correct and, based on such specific unresolved item determinations, adopting either Seller’s final calculations of such Disputed Item or all of the Buyer’s final calculations of such Disputed Item. The Independent Accountant’s determination will be (a) in writing and amount shall include a reasonably detailed statement of the basis for the Independent Accountant’s decision, (b) furnished to each of the Buyer and the Seller within thirty (30) days, to the extent practicable, and in any event as promptly as practicable, after the Seller’s and the Buyer’s respective final calculations of the Disputed Items have been submitted to the Independent Accountant, (c) limited in scope to whether such final calculations of the Disputed Items were done in accordance with this Agreement. The Accounting Firm shall act as an expert Section 2.4 and not an arbitrator and shall render a written decision as to each disputed matter, in reasonable detail of the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Notice. The fees Principles and/or contained mathematical errors and expenses of the Accounting Firm shall be apportioned among Parent and the Shareholders’ Representative (on behalf of the Shareholdersd) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errorsand judgment on such decision may be entered in any court of competent jurisdiction. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties The fees and the decision expenses of the Accounting Firm, in each case, Independent Accountant with respect to any dispute referred to the Independent Accountant pursuant to this Section 2.022.4.4 shall be allocated between the Buyer, are referred to herein as on the “Final Closing Statement”. Each one hand, and the Seller, on the other hand, based upon the percentage of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement aggregate dollar value of the Accounting Firm’s engagementDisputed Items not awarded to the Buyer and the Seller , respectively, bears to the amount actually contested by such party. Any portion For example, if the Seller claims that the appropriate adjustments are $1,000 greater than the amount determined by the Buyer and if the Independent Accountant ultimately resolves such items by awarding to the Seller $300 of the Accounting Firm’s fees $1,000 contested, then the fees, costs and any expenses payable hereunder by the shareholders of the Company prior Independent Accountant will be allocated 30% (i.e., 300 ÷ 1,000) to the Closing shall be paid Buyer and 70% (i.e., 700 ÷ 1,000) to the Seller. Neither the Buyer nor the Seller will disclose to the Independent Accountant, and the Independent Accountant will not consider for any purpose, the fact or content of any settlement discussions or settlement offer made by the Shareholders’ Representative (or on behalf of the Shareholders)Buyer or the Seller, whether during the twenty (20) day period referred to in this Section 2.4.4 or otherwise, unless otherwise agreed by the Buyer and the Seller in writing.

Resolution of Disputes. Parent and the Shareholders’ Representative Seller will in good faith attempt to promptly resolve the matters raised in any Dispute Notice in good faithDisputed Amounts and agree upon the Adjustment Amount (as defined below), if any. Beginning ten twenty (1020) business days Business Days after delivery of any Dispute Notice pursuant to Section 2.02(d2.4(c), either Parent or the Shareholders’ Representative Seller may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items Disputed Amounts to JAMS Deloitte US or a another nationally recognized independent accounting firm chosen jointly by Parent and the Shareholders’ Representative Seller (the “Accounting Firm”). In the event that Deloitte US has not agreed to act as the Accounting Firm and an alternative Accounting Firm has not been selected by mutual agreement of Parent and Seller within ten (10) Business Days following the giving of the Dispute Submission Notice, each of Parent and Seller shall promptly select a nationally recognized independent accounting firm and promptly cause such two accounting firms to mutually select a third nationally recognized independent accounting firm to act as the Accounting Firm within twenty (20) Business Days of the giving of the Dispute Submission Notice. The Accounting Firm will promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter and its customary practicespractices (it being agreed and understood that the Accounting Firm shall act as an expert and not an arbitrator when determining such Disputed Amounts), review only those unresolved items and amounts Disputed Amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount remaining Disputed Amount in accordance with this Agreement. The In any such case, the Accounting Firm shall act as an expert and not an arbitrator and shall render a written decision as to each disputed matterunresolved Disputed Amount, including a statement in reasonable detail of the basis for its decision and its calculation of the Adjustment Amount, if any, based on such decision, and such decision shall be based solely on (x) the Proposed Final Closing Statement, the Dispute Notice and any presentations and information provided by Parent and Seller, and not on independent review, and (y) whether the remaining Disputed Amounts contained mathematical errors or were inconsistent with the Company Accounting Principles or the definitions and the other applicable provisions of this Agreement. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital any Disputed Amount that is (i) less than the applicable lower calculation thereof shown in the disputed Proposed Final Closing Statement or in the Dispute Notice or (ii) greater than the Shareholders’ Representative’s alternative higher calculation thereof shown in the disputed Proposed Final Closing Statement or in the Dispute Notice. Parent and Seller shall not have any ex parte communications with the Accounting Firm and any presentations and information provided to the Accounting Firm by a party shall be concurrently provided to the other party. The fees and expenses of the Accounting Firm shall be apportioned among Parent borne by Seller, on the one hand, and Parent, on the Shareholders’ Representative (other hand, in inverse proportion to the manner in which such Person prevails on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld items resolved by the Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Accounting Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to $1,000 and the Accounting Firm awards $600 in favor of Seller’s position, 60% of the costs and expenses of the Accounting Firm would be borne by Xxxxxx and 40% would be borne by Seller. Except as provided in the preceding sentence, all other costs and expenses incurred by the parties in connection with resolving any Disputed Amounts hereunder before the Accounting Firm shall be borne by the party incurring such cost and expense. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement Disputed Amounts submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”error. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders).

Resolution of Disputes. Parent Buyer and the ShareholdersSellers’ Representative will attempt to promptly resolve the matters raised in any Dispute Notice in good faith. Beginning ten (10) business days Business Days after delivery of any Dispute Notice pursuant to Section 2.02(d), 2.12(d) either Parent Buyer or the ShareholdersSellers’ Representative may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the such disputed items to JAMS PricewaterhouseCoopers LLP or a another nationally recognized independent accounting firm chosen jointly by Parent Buyer and the ShareholdersSellers’ Representative (the “Accounting Firm”). The parties will instruct the Accounting Firm will to promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter such procedures as it deems fair and its customary practicesequitable, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice Notice. A single partner of the Accounting Firm selected by such Accounting Firm in accordance with its normal procedures and resolve the dispute having expertise with respect to each settlement of such specific unresolved item disputed items and amount the industry in accordance with this Agreementwhich the Company operates will act for the Accounting Firm in the determination proceeding. Each party will be afforded an opportunity to submit a written statement in favor of its position to, and to advocate for its position orally before, such partner of the Accounting Firm. The Accounting Firm shall act as an expert and not an arbitrator and shall will render a written decision as with respect to each such disputed matteritems, including a statement in reasonable detail of the basis for its decision. In no event shall the decision of ; provided, however, that the Accounting Firm provide will be instructed that its calculations with respect to each disputed item must be within the range of values established for a calculation of Net Working Capital that is less than such amount as determined by reference to the value assigned to such amount by the Sellers’ Representative and by Buyer in the applicable calculation thereof shown in written submissions to the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute NoticeAccounting Firm. The fees fees, costs and expenses of the Accounting Firm shall will be apportioned among Parent borne by Buyer and the ShareholdersSellers’ Representative (on behalf in proportion to the final allocation made by such Accounting Firm of the Shareholders) based upon disputed items weighted in relation to the relative extent to which claims made by the positions of the ShareholdersSellers’ Representative and Parent are upheld Buyer, such that the prevailing party pays the lesser proportion of such fees, costs and expenses. For example, should the disputed items total in amount to $1,000 and the Accounting Firm awards $600 in favor of the Sellers’ Representative’s position, sixty percent (60%) of the costs of its review would be borne by Buyer and forty percent (40%) of the costs would be borne by the Accounting FirmSellers’ Representative. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errorsparties for purposes of this Section 2.12. As used herein, the Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, Firm pursuant to this Section 2.022.12, are is referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders).

Resolution of Disputes. Parent If Buyer and Seller have not been able to resolve a dispute within the Shareholders’ Representative will attempt to promptly resolve the matters raised in any Dispute Notice in good faith. Beginning ten (10) business days after delivery of any Dispute Notice pursuant to Section 2.02(d)Initial Resolution Period, either Parent or Party may submit such dispute to and such dispute shall be resolved fully, finally and exclusively through the Shareholders’ Representative may provide written notice use of an independent international accounting firm selected to the other serve as such by mutual agreement of Buyer and Seller (such accounting firm, the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent and the Shareholders’ Representative (the “Accounting FirmReviewing Party”). The Accounting Firm will promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement. The Accounting Firm shall act as an expert and not an arbitrator and shall render a written decision as to each disputed matter, in reasonable detail of the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Notice. The fees and expenses of the Accounting Firm Reviewing Party incurred in the resolution of such dispute shall be apportioned among Parent borne and advanced by the Shareholders’ Representative (on behalf parties in such proportion as is appropriate to reflect the relative benefits received by Seller and Buyer from the resolution of the Shareholders) based upon dispute. For example, if Seller challenges the relative extent to which calculation in the positions Final Calculation by an amount of USD$100,000, but the Reviewing Party determines that Seller has a valid claim for only USD$40,000, Buyer shall bear 40% of the Shareholders’ Representative fees and Parent are upheld by expenses of the Accounting FirmReviewing Party and Seller shall bear the other 60% of such fees and expenses. The decision Reviewing Party shall determine (with written notice thereof to Seller and Buyer) as promptly as practicable, but in any event within thirty (30) days following the date on which Final Calculation and written submissions detailing the disputed items are delivered to the Reviewing Party (i) whether the Final Calculation was prepared in accordance with the terms of the Accounting Firm this Agreement or, alternatively, (ii) only with respect to the disputed items submitted to the Reviewing Party, whether and to what extent (if any) the Final Calculation requires adjustment and a written explanation in reasonable detail of each such required adjustment, including the basis therefor (it being understood that any determination of a disputed item shall be not greater or less than the amount of such disputed item as proposed by Buyer in the Final Calculation or as proposed by Seller in the Objection Notice). Buyer and Seller shall require the Reviewing Party to enter into a confidentiality agreement on terms agreeable to Buyer, Seller and the Reviewing Party. The procedures of this Section 2.7(b) are exclusive and the determination of the Proposed Final Closing Statement submitted to it will Reviewing Party shall be final, conclusive final and binding on the parties, absent manifest or arithmetical errorsParties. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the The decision of the Accounting Firm, in each case, rendered pursuant to this Section 2.02, are referred to herein 2.7(b) may be filed as the “Final Closing Statement”. Each a judgment in any court of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders)competent jurisdiction.

Resolution of Disputes. Parent If the Seller delivers a Dispute Notice to the Purchaser in a timely manner, then the Purchaser and the Shareholders’ Representative will Seller shall attempt to promptly resolve the matters raised in any Dispute Notice in good faith. Beginning faith to resolve such dispute within ten (10) business days after delivery from the date of any the Dispute Notice pursuant to Section 2.02(dNotice. If the Purchaser and the Seller cannot reach agreement within such ten (10) day period (or such longer period as they may mutually agree), either Parent or then the Shareholders’ Representative may provide written notice dispute shall be promptly referred to an independent accounting firm of national reputation mutually acceptable to the other Purchaser and the Seller, or if the parties are unable to agree on such a firm within ten (10) days (or such longer period as they may mutually agree), to BDO (the “Dispute Submission NoticeIndependent Auditor”) that it elects to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent and the Shareholders’ Representative (the “Accounting Firm”)for binding resolution. The Accounting Firm will promptly, Independent Auditor shall determine the Net Working Capital as of the Closing Date (which amount may not be greater than as set forth in the Seller’s Dispute Notice or less than as set forth in the Purchaser’s Closing Statement) in accordance with the rules set forth provisions of this Agreement as promptly as may be reasonably practicable and shall endeavor to complete such process within a period of no more than thirty (30) days. The Independent Auditor may conduct such proceedings as the Independent Auditor, in its sole discretion, determines will assist in the Accounting Firm’s engagement letter determining the Net Working Capital as of the Closing Date and its customary practices, review only those unresolved items shall deliver to the Purchaser and amounts specifically set the Seller concurrently a written opinion setting forth and objected to in a final determination of the Dispute Notice and resolve Net Working Capital as of the dispute with respect to each such specific unresolved item and amount Closing Date calculated in accordance with the provisions of this Agreement. The Accounting Firm shall act as an expert and not an arbitrator and shall render a written decision as to each disputed matter, in reasonable detail determination of the basis for its decision. In no event Independent Auditor shall be final and binding on the decision Purchaser and the Seller, effective as of the Accounting Firm provide for a calculation of Net Working Capital that date the Independent Auditor’s written opinion is less than received by the applicable calculation thereof shown in Purchaser and the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute NoticeSeller. The Seller and the Purchaser shall each be responsible for one-half of the costs and expenses of the Independent Auditor. The Seller and the Purchaser shall each bear their own legal, accounting and other fees and expenses of the Accounting Firm shall be apportioned among Parent and the Shareholders’ Representative (on behalf participating in such dispute resolution procedure. The Net Working Capital as of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, Date as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, finally determined pursuant to clause (d) or clause (e) of this Section 2.023.3, are is referred to herein as the “Final Closing Statement”. Each Actual Net Working Capital as of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders)Date”.

Resolution of Disputes. Parent and the Shareholders’ Representative will attempt to promptly resolve the matters raised in any Dispute Notice in good faith. Beginning ten (10) business If Buyer shall notify Seller within 15 days after delivery receipt of any the Closing Date Balance Sheet ("Dispute Notice pursuant to Section 2.02(d), either Parent or the Shareholders’ Representative may provide written notice to the other (the “Dispute Submission Notice”") that it elects disputes any matter with respect to submit such Closing Date Balance Sheet, then the disputed items parties shall attempt in good faith to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent and reach agreement resolving all of the Shareholders’ Representative (the “Accounting Firm”). The Accounting Firm will promptly, in accordance with the rules disputes set forth in the Accounting Firm’s engagement letter and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in Dispute Notice ("Disputed Matters") within thirty (30) days after the Dispute Notice and resolve is given, in which event the dispute with respect Closing Date Balance Sheet, as amended to each the extent necessary to reflect the resolution of all such specific unresolved item and amount in accordance with this Agreement. The Accounting Firm disputes, shall act as an expert and not an arbitrator be final and shall render a written decision as to each disputed matter, in reasonable detail of the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Notice. The fees and expenses of the Accounting Firm shall be apportioned among Parent and the Shareholders’ Representative (on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties. If the parties are unable to resolve any or all of such disputes within such 30-day period, absent manifest the parties shall, promptly after the expiration of such time period, submit for resolution all unresolved disputes to PriceWaterhouseCoopers LLP as arbiter (the "Arbiter") for resolution. If PriceWaterhouseCoopers LLP declines to accept its appointment as Arbiter and the parties cannot agree on the selection of another independent accounting firm to act as Arbiter, either party may request the American Arbitration Association to appoint such a firm, and such appointment shall be conclusive and binding on the parties. Promptly, but not later than thirty (30) days after its acceptance of its appointment as Arbiter, the Arbiter shall determine, based solely on presentation by Buyer and Seller, and not by independent review, those items in dispute on the Closing Date Balance Sheet and shall render a written report as to the resolution of each dispute and the resulting calculation of the final Closing Date Balance Sheet, the Closing Net Working Capital (as defined below) and the Closing Net Book Value (as defined below). In resolving any disputed item, the Arbiter may not assign a value to such item greater than the greatest value for such item claimed by either party or arithmetical errorsless than the smallest value for such item claimed by either party. As used hereinThe Arbiter shall have exclusive jurisdiction over, Proposed Final and resort to the Arbiter as provided in this Section 2.5(b) shall be the sole recourse and remedy of the parties against one another or any other person with respect to, any disputes arising out of or relating to the Closing Statement, as adjusted to reflect any changes agreed to by Date Balance Sheet and the Arbiter's determination shall be conclusive and binding on the parties and the decision shall be enforceable in a court of law. Buyer and Seller will each bear 50% of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each fees of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any Arbiter for such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders)determination.

Resolution of Disputes. Parent If the Buyer objects to the Initial Calculation in a Calculation Notice in accordance with Section 2.10(c), the Buyer and the Shareholders’ Representative will attempt to promptly resolve the such matters raised in any Dispute Notice in good faith. Beginning ten In the event that the Representative and the Buyer are unable to resolve any disputes regarding the Closing Working Capital within 10 Business Days after the date the Representative receives the Calculation Notice, then such disputes shall be referred within five (105) business days after delivery Business Days to a referee, which shall be an independent accounting firm of any Dispute Notice pursuant to Section 2.02(d), either Parent or the Shareholders’ Representative may provide written notice to the other nationally recognized standing (the “Dispute Submission NoticeWorking Capital Referee”) that it elects reasonably satisfactory to submit the disputed items to JAMS Buyer and the Representative (who shall not have any material relationship with the Buyer, the Company, the Representative or a nationally recognized their Affiliates), for resolution. If the Buyer and the Representative determine there is not an independent accounting firm chosen jointly by Parent of nationally recognized standing that does not have a material relationship with the Buyer, the Company, the Representative or their Affiliates, the Buyer and the Shareholders’ Representative (agree that a regional accounting firm with an office in Texas reasonably satisfactory to the “Accounting Firm”)Buyer and the Representative shall act as the Working Capital Referee. The Accounting Firm Working Capital Referee will promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Calculation Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement. The Accounting Firm shall act as an expert and not an arbitrator and shall render a written decision as to each disputed matter, in reasonable detail of the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute NoticeGAAP. The fees and expenses of the Accounting Firm shall Working Capital Referee will be apportioned among Parent borne by the Party whose calculation of the amount of Closing Working Capital is further from the final calculation of such amount by the Working Capital Referee, and the Shareholders’ Representative (on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm Working Capital Referee with respect to the disputed items of the Proposed Final Closing Statement Working Capital submitted to it will be final, conclusive and binding on the partiesParties and shall be the basis for Working Capital Adjustment, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firmif any, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”accordance with 2.10(e). Each of the parties to this Agreement Buyer and the Representative agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) Working Capital Referee and to cause the Accounting Firm Working Capital Referee to resolve any such dispute as soon as practicable no later than 60 Business Days after the commencement selection of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders)Working Capital Referee.

Resolution of Disputes. Parent If Sellers and the Shareholders’ Representative will attempt Buyer fail to promptly resolve reach an agreement with respect to all of the matters raised in any Dispute Notice in good faith. Beginning ten (10) business days after delivery of any Dispute Notice pursuant to Section 2.02(d), either Parent or the Shareholders’ Representative may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent and the Shareholders’ Representative (the “Accounting Firm”). The Accounting Firm will promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter Statement of Objections before expiration of the Resolution Period, Buyer and its customary practicesSellers may submit any items or amounts remaining in dispute (“Disputed Items” and any items and/or amounts not so disputed, review only those unresolved items the “Undisputed Items”) for resolution to the office of an independent accounting firm of recognized national standing and amounts specifically set forth reasonably and objected mutually acceptable to in Sellers and Buyer (the Dispute Notice “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Items only and make any adjustments to the Post-Closing Adjustment Statement. The Independent Accountants shall only decide the specific items under dispute with respect by the Parties and their decision for each Disputed Item must be within the range of values or magnitudes assigned to each such specific unresolved item in the Post-Closing Adjustment Statement and amount the Statement of Objections, respectively; provided, however, that the Independent Accountants shall have full access to the relevant books and records of the Business and the work papers prepared by the Parties, in accordance with this Agreementcalculating and preparing the Post-Closing Adjustment Statement and the Statement of Objections. The Accounting Firm shall act as an expert Parties acknowledge and not an arbitrator and shall render a written decision as to each disputed matter, in reasonable detail agree that the purpose of determining the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of Final Closing Date Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Notice. The fees and expenses of the Accounting Firm shall be apportioned among Parent and the Shareholders’ Representative (on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior corresponding adjustment to the Closing Purchase Price contemplated by this Section 2.6 is to measure differences between the Target Net Working Capital and the Final Closing Date Net Working Capital, if any, and the adjustment procedures set forth in this Section 2.6 are not intended to permit the introduction of different judgments, accounting methods, policies, practices, procedures, classifications, valuation practices or estimation methodologies for the purpose of determining the Final Closing Date Net Working Capital. The Post-Closing Adjustment Statement will exclude the impact of any decisions made by Buyer following the Closing and not reflect changes in assets or Liabilities as a result of purchase accounting adjustments. This Section 2.6 is not intended as a remedy for any misrepresentation in any representation or any breach of warranty made by Sellers in Section 4.4, for which Buyer’s rights under Section 8.2(a)(i) shall be paid the sole and exclusive remedy. The fees, expenses and costs of the Independent Accountants shall be borne by Sellers, on the one hand, and Buyer, on the other hand, in inverse proportion to their relative success in the dispute as determined by the ShareholdersIndependent Accountants. For example, should the aggregate items in dispute total $1,000 and the Independent Accountants award $600 in favor of Sellers’ Representative position, sixty percent (on behalf 60%) of the Shareholders)costs of its review would be borne by Buyer and forty percent (40%) of the costs would be borne by Sellers.

Resolution of Disputes. Parent If the Seller Representative (or Xxxxx Holdings solely with respect to the Closing Saperium Tax Indebtedness) objects to any item or computation appearing in the Closing Date Schedule prior to the expiration of the Review Period, the Seller Representative and the ShareholdersPurchaser shall, during the fifteen (15) day period following the delivery of the Seller Representative’s or Xxxxx Holdings’ Representative will objection, as the case may be, attempt in good faith jointly to promptly resolve the matters raised in any Dispute Notice in good faithon the Closing Date Schedule to which the Seller Representative objected. Beginning ten In the event that the Seller Representative (10or Xxxxx Holdings solely with respect to the Closing Saperium Tax Indebtedness) business days after delivery and the Purchaser cannot resolve all such matters by the end of any Dispute Notice pursuant to Section 2.02(d)such fifteen (15) day period, either Parent or Party may immediately engage the Shareholders’ Representative may provide written notice Neutral Accountant to resolve any items that remain in dispute. Within fifteen (15) days following such engagement, the Purchaser, on the one hand, and the Seller Representative, on the other (the “Dispute Submission Notice”) that it elects to submit hand, shall present their respective positions on the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent the Neutral Accountant in writing, and the Shareholders’ Parties shall require the Neutral Accountant, within thirty (30) days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by the Seller Representative (the “Accounting Firm”). The Accounting Firm will promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute or Xxxxx Holdings solely with respect to each such specific unresolved item the Closing Saperium Tax Indebtedness) and amount in accordance not resolved with this Agreementthe Purchaser with respect to the determination of the Closing Date Debt Amount, the Closing Date Seller Transaction Expenses Amount or the Closing Date Cash Amount, as applicable. The Accounting Firm resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the Seller Representative (or Xxxxx Holdings solely with respect to the Closing Saperium Tax Indebtedness) and the Purchaser in their written submissions to the Neutral Accountant. In so doing, the Neutral Accountant shall act as an expert and not as an arbitrator and shall render a written decision as to each disputed matter, in reasonable detail of the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Noticearbitrator. The fees fees, costs and expenses of the Accounting Firm Neutral Accountant shall be apportioned among Parent and allocated between the Shareholders’ Representative Sellers (on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm or Xxxxx Holdings solely with respect to the Closing Saperium Tax Indebtedness), on the one hand, and the Purchaser, on the other hand, in the same proportion that the aggregate amount of the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, Neutral Accountant that are unsuccessfully disputed by each such Party (as adjusted to reflect any changes agreed to finally determined by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to itNeutral Accountant) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior bears to the Closing shall be paid by the Shareholders’ Representative (on behalf total amount of the Shareholders)such disputed items so submitted.

Resolution of Disputes. Parent Holdings and the Shareholders’ Representative Seller will in good faith attempt to promptly resolve any Disputed Amounts and agree upon the matters raised in Final Purchase Price (as defined below). Holdings and Seller acknowledge and agree that the Federal Rules of Evidence Rule 408 shall apply to Holdings and Seller during such negotiations and any Dispute Notice in good faithsubsequent dispute arising therefrom. Beginning ten twenty (1020) business days Business Days after delivery of any Dispute Notice pursuant to Section 2.02(d2.4(c), either Parent Holdings or the Shareholders’ Representative Seller may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items Disputed Amounts to JAMS Ernst & Young LLP or a another nationally recognized independent accounting firm chosen jointly by Parent Holdings and the Shareholders’ Representative Seller (the “Accounting Firm”). In the event that Ernst & Young LLP has not agreed to act as the Accounting Firm and an alternative Accounting Firm has not been selected by mutual agreement of Holdings and Seller within ten (10) Business Days following the giving of the Dispute Submission Notice, each of Holdings and Seller shall promptly select a nationally recognized independent accounting firm and promptly cause such two accounting firms to mutually select a third nationally recognized independent accounting firm to act as the Accounting Firm within twenty (20) Business Days of the giving of the Dispute Submission Notice. The Accounting Firm will promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter and its customary practicespractices (it being agreed and understood that the Accounting Firm shall act as an arbitrator to determine such Disputed Amounts), review only those unresolved items and amounts Disputed Amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount remaining Disputed Amount in accordance with this Agreement. The In any such case, the Accounting Firm shall act as an expert and not an arbitrator and shall render a written decision as to each disputed matterunresolved Disputed Amount, including a statement in reasonable detail of the basis for its decision and its calculation of the Final Purchase Price based on such decision, and such decision shall be based solely on (x) the Proposed Final Closing Statement, the Dispute Notice and any presentations and information provided by Holdings and Seller, and not on independent review, and (y) whether the remaining Disputed Amounts contained mathematical errors or were inconsistent with the Company Accounting Principles or the definitions and the other applicable provisions of this Agreement. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital any Disputed Amount that is (i) less than the applicable lower calculation thereof shown in the disputed Proposed Final Closing Statement or in the Dispute Notice or (ii) greater than the Shareholders’ Representative’s alternative higher calculation thereof shown in the disputed Proposed Final Closing Statement or in the Dispute Notice. Holdings and Seller shall not have any ex parte communications with the Accounting Firm and any presentations and information provided to the Accounting Firm by a party shall be concurrently provided to the other party. The fees and expenses of the Accounting Firm shall be apportioned among Parent Seller and the Shareholders’ Representative (on behalf of the Shareholders) Holdings based upon the relative extent to which the positions of the Shareholders’ Representative Seller and Parent Holdings are upheld by the Accounting Firm. The relative extent to which such positions are upheld will be determined by comparing (x) the difference between the actual Purchase Price as finally determined pursuant to this Section 2.4(d) and the Purchase Price assuming all of the positions asserted by Holdings in the Proposed Final Company Closing Statement had been upheld in their entirety by the Accounting Firm and (y) the difference between the actual Purchase Price as finally determined pursuant to this Section 2.4(d) and the Purchase Price assuming all of the positions asserted by Seller in the Dispute Notice had been upheld in their entirety by the Accounting Firm. By way of illustration, if Holdings’ calculations would have resulted in a $100,000 net payment from Seller to Holdings, Seller calculations would have resulted in a $100,000 net payment to Seller from Holdings and the Accounting Firm’s final determination results in an aggregate net payment of $50,000 to Seller under Section 2.4(e), Holdings and Seller shall pay 75% and 25%, respectively, of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the parties in connection with resolving any Disputed Amounts hereunder before the Accounting Firm shall be borne by the party incurring such cost and expense. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement any Disputed Amounts submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders).]

Resolution of Disputes. Parent and the Shareholders’ Representative will attempt to promptly resolve the matters raised If Seller delivers, in any Dispute a timely manner, a Notice in good faith. Beginning ten (10) business days after delivery of any Dispute Notice Disagreement pursuant to Section 2.02(d1.3(c), either Parent or then the Shareholders’ Representative may provide written notice to the other Closing Statement (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent and the Shareholders’ Representative (the “Accounting Firm”). The Accounting Firm will promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount as revised in accordance with this AgreementSection 1.3(d)), and the resulting calculation of Closing Working Capital, Closing Indebtedness, and Closing Transaction Expenses resulting therefrom, shall become final and binding upon the parties on the earlier of (a) the date any and all matters specified in the Notice of Disagreement are finally resolved in writing by Seller and Buyer and (b) the date any and all matters specified in the Notice of Disagreement not resolved by Seller and Buyer are finally resolved in writing by the Arbiter. The Accounting Firm Closing Statement shall act be revised to the extent necessary to reflect any resolution by Seller and Buyer and any final resolution made by the Arbiter in accordance with this Section 1.3(d). During the 30-day period following the delivery of a timely Notice of Disagreement or such longer period as Seller and Buyer shall mutually agree, 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. If, at the end of such 30-day period (or such longer period as mutually agreed by Seller and Buyer), Seller and Buyer have not so resolved such differences, Seller and Buyer shall submit the dispute for resolution to an expert independent accounting or valuation firm (the “Arbiter”) for review and resolution of any and all matters which remain in dispute and which were included in the Notice of Disagreement in accordance with this Section 1.3. The Arbiter shall be a mutually acceptable nationally or regionally recognized independent public accounting or valuation firm agreed upon by Seller and Buyer in writing; provided, that in the event the parties are not able to mutually agree on an accounting or valuation firm, the Arbiter shall be BDO USA, LLP. Seller and Buyer shall use reasonable efforts to cause the Arbiter to render a decision resolving the matters in dispute within 30 days following the submission of such matters to the Arbiter, or such longer period as Seller and Buyer shall mutually agree. Seller and Buyer agree that the determination of the Arbiter shall be final and binding upon the parties and that judgment may be entered upon the determination of the Arbiter in any court having jurisdiction over the party against which such determination is to be enforced; provided, that the scope of the disputes to be resolved by the Arbiter is limited to only such items included in the Closing Statement that Seller has properly disputed in the Notice of Disagreement based upon Closing Working Capital, Closing Indebtedness, or Closing Transaction Expenses not having been calculated in accordance with this Section 1.3. The Arbiter shall determine, based solely on presentations by Buyer and Seller and their respective representatives, and not an arbitrator by independent review, only those issues in dispute specifically set forth on the Notice of Disagreement and shall render a written decision report as to each disputed matterthe dispute and the resulting calculation of Closing Working Capital, in reasonable detail of Closing Indebtedness, and Closing Transaction Expenses which shall be conclusive and binding upon the basis for its decisionparties. In no event resolving any disputed item, the Arbiter: (i) shall be bound by the decision principles set forth in this Section 1.3, (ii) shall limit its review to the line items and items specifically set forth in and properly raised in the Notice of Disagreement and (iii) shall not assign a value to any line item or items greater than the Accounting Firm provide greatest value for a calculation of Net Working Capital that is such item claimed by either party or less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Noticesmallest value for such item claimed by either party. The fees fees, costs, and expenses of the Accounting Firm Arbiter (i) shall be apportioned among Parent borne by Seller in the proportion that the aggregate dollar amount of such disputed items so submitted that are unsuccessfully disputed by Seller (as finally determined by the Arbiter) bears to the aggregate dollar amount of such items so submitted and (ii) shall be borne by Buyer in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully disputed by Seller (as finally determined by the Arbiter) bears to the aggregate dollar amount of such items so submitted. The fees, costs and expenses of Buyer’s independent accountants incurred in connection with the preparation of the Closing Statement and review of any Notice of Disagreement shall be borne by Buyer, and the Shareholders’ Representative (on behalf fees, costs and expenses of Seller’s independent accountants incurred in connection with their review of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect preparation of any changes agreed to by the parties and the decision Notice of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing Disagreement shall be paid borne by the Shareholders’ Representative (on behalf of the Shareholders)Seller.

Resolution of Disputes. Parent and the Shareholders’ Representative will attempt to promptly resolve the matters raised If Seller delivers, in any Dispute a timely manner, a Notice in good faith. Beginning ten (10) business days after delivery of any Dispute Notice Disagreement pursuant to Section 2.02(d1.3(d), either Parent or then the Shareholders’ Representative may provide written notice to the other Closing Statement (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent and the Shareholders’ Representative (the “Accounting Firm”). The Accounting Firm will promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount as revised in accordance with this AgreementSection 1.3(e)), and the resulting calculation of any Closing Seller Prepaids, Closing Indebtedness and Closing Transaction Expenses resulting therefrom, shall become final and binding upon the parties (the amount set forth in such final and binding Closing Statement, the “Final Amount”) on the earlier of (i) the date any and all matters specified in the Notice of Disagreement are finally resolved in writing by Seller and Buyer and (ii) the date any and all matters specified in the Notice of Disagreement not resolved by Seller and Buyer are finally resolved in writing by the Arbiter. The Accounting Firm Closing Statement shall act be revised to the extent necessary to reflect any resolution by Seller and Buyer and any final resolution made by the Arbiter in accordance with this Section 1.3(e). During the 30-day period following the delivery of a timely Notice of Disagreement or such longer period as Seller and Buyer shall mutually agree, 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. If, at the end of such 30-day period (or such longer period as mutually agreed by Seller and Buyer), Seller and Buyer have not so resolved such differences, Seller and Buyer shall submit the dispute for resolution to an expert independent accounting or valuation firm (the “Arbiter”) for review and resolution of any and all matters which remain in dispute and which were included in the Notice of Disagreement in accordance with this Section 1.3. The Arbiter shall be a mutually acceptable nationally recognized independent public accounting or valuation firm agreed upon by Seller and Buyer in writing; provided, that in the event the parties are not able to mutually agree on an accounting or valuation firm, the Arbiter shall be RSM US LLP. Seller and Buyer shall use reasonable efforts to cause the Arbiter to render a decision resolving the matters in dispute within 30 days following the submission of such matters to the Arbiter, or such longer period as Seller and Buyer shall mutually agree. Seller and Buyer agree that the determination of the Arbiter shall be final and binding upon the parties and that judgment may be entered upon the determination of the Arbiter in any court having jurisdiction over the party against which such determination is to be enforced; provided, that the scope of the disputes to be resolved by the Arbiter is limited to only such items included in the Closing Statement that Seller has properly disputed in the Notice of Disagreement based upon the Closing Seller Prepaids, Closing Indebtedness or the Closing Transaction Expenses not having been calculated in accordance with this Section 1.3. The Arbiter shall determine, based solely on presentations by Buyer and Seller and their respective representatives, and not an arbitrator by independent review, only those issues in dispute specifically set forth on the Notice of Disagreement and shall render a written decision report as to each disputed matter, in reasonable detail the dispute and the resulting calculation of the basis for its decisionClosing Seller Prepaids, Closing Indebtedness and Closing Transaction Expenses, which shall be conclusive and binding upon the parties. In no event resolving any disputed item, the Arbiter: (i) shall be bound by the decision principles set forth in this Section 1.3, (ii) shall limit its review to the line items and items specifically set forth in and properly raised in the Notice of Disagreement and (iii) shall not assign a value to any line item or items greater than the Accounting Firm provide greatest value for a calculation of Net Working Capital that is such item claimed by either party or less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Noticesmallest value for such item claimed by either party. The fees fees, costs, and expenses of the Accounting Firm Arbiter (i) shall be apportioned among Parent borne by Seller in the proportion that the aggregate dollar amount of such disputed items so submitted that are unsuccessfully disputed by Seller (as finally determined by the Arbiter) bears to the aggregate dollar amount of such items so submitted and (ii) shall be borne by Buyer in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully disputed by Seller (as finally determined by the Arbiter) bears to the aggregate dollar amount of such items so submitted. The fees, costs and expenses of Buyer’s independent accountants incurred in connection with the preparation of the Closing Statement and review of any Notice of Disagreement shall be borne by Buyer, and the Shareholders’ Representative (on behalf fees, costs and expenses of Seller’s independent accountants incurred in connection with their review of the ShareholdersClosing Statement and preparation of any Notice of Disagreement shall be borne by Seller. Notwithstanding the foregoing, nothing in this Section 1.3 shall operate as a waiver of any party’s rights or claims arising from or relating to information that is (x) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect provided to the disputed items of Arbiter and (y) withheld or otherwise reasonably unknown to the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on party at the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect time the party prepared any changes agreed to calculation contemplated by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.021.3, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing and a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing party shall be paid permitted to amend any calculations contemplated by the Shareholders’ Representative this Section 1.3 and materially impacted by such information within thirty (on behalf 30) days of the Shareholders)becoming aware of such information in order to account for such impact.

Resolution of Disputes. Parent The Buyer and the ShareholdersSellers’ Representative will attempt to promptly resolve the matters raised in any Dispute Notice in good faith. Beginning ten (10) business days Business Days after delivery of any Dispute Notice pursuant to Section 2.02(d2.06(d), either Parent the Buyer or the ShareholdersSellers’ Representative may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent the Buyer and the ShareholdersSellers’ Representative (the “Accounting Firm”). In the event that an Accounting Firm has not been selected by mutual agreement of the Buyer and the Sellers’ Representative within ten (10) Business Days following the giving of the Dispute Submission Notice, each of the Buyer and the Sellers’ Representative shall promptly select an accounting firm and promptly cause such two accounting firms to mutually select a third independent accounting firm to act as the Accounting Firm within twenty (20) Business Days of the giving of the Dispute Submission Notice. The Accounting Firm will promptly, in accordance with the rules set forth such procedures as it deems fair and equitable, provided that each party shall be afforded an opportunity to submit a written statement in favor of its position and to advocate for its position orally before the Accounting Firm’s engagement letter and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this AgreementNotice. The Accounting Firm will resolve the dispute by selecting either (i) the Sellers’ Representative’s calculation of Net Working Capital (including the Seller Transaction Expenses) and the Closing Debt Amount as set forth on the Dispute Notice (as modified following discussions with the Buyer and as submitted to the Accounting Firm at the outset of the dispute resolution process with a copy to the Buyer) or (ii) the Buyer’s calculation of Net Working Capital (including the Seller Transaction Expenses) and the Closing Debt Amount as set forth on the Proposed Final Closing Statement (as modified following discussions with the Sellers’ Representative and as submitted to the Accounting Firm at the outset of the dispute resolution process with a copy to the Sellers’ Representative), based upon the submission which results in an adjustment to the Aggregate Consideration that is closest to the correct adjustment as determined by the Accounting Firm after resolution of the disputed items. In any such case, a single partner of the Accounting Firm selected by such Accounting Firm in accordance with its normal procedures and having expertise with respect to settlement of such disputes and the industry in which Company operates shall act as an expert for the Accounting Firm in the determination proceeding, and not an arbitrator and the Accounting Firm shall render a written decision as with respect to each such disputed matter, including a statement in reasonable detail of the basis for its decision. In no event shall the decision All of the Accounting Firm provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Notice. The fees and expenses of the Accounting Firm shall be apportioned among Parent and borne by the ShareholdersSellers’ Representative (on behalf of the ShareholdersSellers) based upon (in the relative extent to which the event that Buyer’s positions of the Shareholders’ Representative and Parent are upheld adopted by the Accounting Firm) or the Buyer (in the event that the Sellers’ Representative’s positions are adopted by the Accounting Firm). The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.022.06, are referred to herein as the “Final Closing Balance Sheet” and the “Final Closing Statement”, respectively. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders).

Resolution of Disputes. Parent and the Shareholders’ Securityholder’s Representative will attempt to promptly resolve the matters raised in any Working Capital Dispute Notice in good faith. Beginning ten (10) business days Business Days after delivery of any Working Capital Dispute Notice pursuant to Section 2.02(d3.05(d), either Parent or the ShareholdersSecurityholders’ Representative may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent and the Shareholders’ Representative Ernst & Young LLP’s Boston office (the “Accounting Firm”). The Accounting Firm will promptly, in accordance with the rules set forth in Commercial Arbitration Rules of the Accounting Firm’s engagement letter and its customary practicesAmerican Arbitration Association, review only those unresolved items and amounts specifically set forth and objected to in the Working Capital Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement. The Accounting Firm shall be instructed in writing by the Parent and the Securityholders’ Representative that the Accounting Firm must accept the Proposed Final Balance Sheet and Proposed Final Closing Statement except to the extent that any item is not calculated in accordance with paragraph (c) above or reflects mathematical errors. In any such case, a single partner of the Accounting Firm selected by such Accounting Firm in accordance with its normal procedures and having expertise with respect to settlement of such disputes shall act as an expert for the Accounting Firm in the determination proceeding, and not an arbitrator and the Accounting Firm shall render a written decision as to each disputed matter, including a statement in reasonable detail of the basis for its decision. In no event shall the decision of the Accounting Firm (i) provide for a calculation of Net Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the ShareholdersSecurityholders’ Representative’s Representatives’ alternative calculation thereof shown in the Working Capital Dispute Notice or (ii) provide for a determination of any item of Debt reflected in the Closing Debt Amount or any Company Transaction Expense that is greater in amount than the amount thereof shown in the Proposed Final Closing Statement or less in amount than the Securityholders’ Representatives’ alternative calculation thereof shown in the Working Capital Dispute Notice. The fees and expenses of the Accounting Firm shall be apportioned among Parent borne equally by the Securityholders and the Shareholders’ Representative (on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting FirmCompany. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the any decision of the Accounting Firm, in each case, pursuant to this Section 2.023.05, are referred to herein as the “Final Closing Balance Sheet” and the “Final Closing Statement”, respectively. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders).

Resolution of Disputes. Parent The Buyer and the Shareholders’ Representative Company will attempt to promptly resolve the matters raised Disputed Items in any good faith during the twenty (20) day period following delivery of the Dispute Notice and all such discussions will (unless otherwise agreed by the Buyer and the Company) be governed by Rule 408 of the Federal Rules of Evidence and any comparable applicable state rule. Disputed Items resolved in good faithwriting by the Company and the Buyer within the twenty (20) day period will be final, conclusive and binding on the parties. Beginning ten (10) business days after delivery of any If the Buyer and the Company are unable to resolve all Disputed Items in the Dispute Notice pursuant to Section 2.02(d)within such twenty (20) day period, either Parent the Buyer or the Shareholders’ Representative Company may provide written notice to the other (the “Dispute Submission Notice”) that it elects such party is submitting any remaining Disputed Items for resolution to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent Independent Referee. The Buyer and the Shareholders’ Representative Company shall enter into a customary engagement letter with the Independent Referee. The Buyer and the Company will use their commercially reasonable efforts to cause the Independent Referee to render its decision as soon as practicable (but in any event within thirty (30) days) after the “Accounting Firm”submission to the Independent Referee of their respective proposed final calculations of the Disputed Items (which the Buyer and the Company shall submit to the Independent Referee not later than ten (10) days following the giving of the Dispute Submission Notice). Each of the Buyer and the Company shall use reasonable best efforts to comply with all reasonable requests by the Independent Referee for access to their respective work papers, information, books, records and similar items, personnel and Representatives (provided, that such access and compliance is during normal business hours and does not interfere with the normal business operations of the Buyer or the Company). The Accounting Firm Independent Referee will promptly, review such final calculations of the Disputed Items and render a final determination of all Disputed Items in accordance with this Section ‎2.7, provided that the rules set forth in the Accounting FirmIndependent Referee’s engagement letter and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute final determination with respect to each Disputed Item shall be within the range of the proposed final calculations of such specific unresolved item Disputed Item as presented in the Buyer’s Closing Statement pursuant to Section ‎2.7.2 and amount in accordance with this Agreementthe Dispute Notice pursuant to Section ‎2.7.3. The Accounting Firm Buyer and the Company each shall act as an expert and be entitled to make a written submission to the Independent Referee (which need not an arbitrator be provided to the other party) in support of its respective proposed final calculations of the submitted Disputed Items, provided that such submissions shall be submitted within twenty (20) days after the submission to the Independent Referee of such proposed final calculations of the submitted Disputed Items. The Independent Referee’s determination will be (a) in writing and shall render include a written decision as to each disputed matter, in reasonable detail reasonably detailed statement of the basis for its the Independent Referee’s decision. In no event shall the decision , (b) furnished to each of the Accounting Firm provide for a calculation of Net Working Capital that is less than Buyer and the applicable calculation thereof shown Company as soon as practicable (but in any event within thirty (30) days) after the Proposed Final Closing Statement or greater than Company’s and the Shareholders’ RepresentativeBuyer’s alternative calculation thereof shown in the Dispute Notice. The fees and expenses respective final calculations of the Accounting Firm shall be apportioned among Parent and the Shareholders’ Representative (on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect Disputed Items have been submitted to the disputed items of Independent Referee, (c) limited in scope to the Proposed Final Closing Statement submitted to it will be Disputed Items and (d) final, conclusive and binding on the parties, absent manifest or arithmetical errorsand judgment on such decision may be entered in any court of competent jurisdiction. As used hereinThe fees and expenses of the Independent Referee shall be borne by (i) the Company, Proposed Final Closing Statementon the one hand, as adjusted and (ii) the Buyer, on the other hand, based on the percentage that the portion of the contested amount not awarded to reflect any changes agreed each party bears to the amount actually contested by the parties in aggregate, and such allocation of fees and expenses shall be calculated by the Independent Referee and such calculation shall be final and binding on the parties. By way of illustration, (x) if the Buyer’s calculations would have resulted in a $100,000 net payment to the Buyer, and the decision Company’s calculations would have resulted in a $100,000 net payment to the Company and the Independent Referee’s final determination results in an aggregate net payment of $50,000 to the Accounting FirmCompany, then the Buyer and the Company shall pay 75% and 25%, respectively, of such fees and expenses and (y) if each of such parties’ calculations differs from the Independent Referee’s calculation by at least $100,000, the Buyer and the Company shall split such fees and expenses evenly. At any time the Buyer and the Company may agree to settle any objections raised in each casethe Dispute Notice, pursuant including any Disputed Items submitted to this Section 2.02the Independent Referee, are referred to herein as the “Final Closing Statement”. Each which agreement shall be in writing and final, conclusive and binding upon all of the parties hereto with respect to this Agreement agrees the subject matter of any such objection so resolved; provided that, the parties shall promptly provide a copy of such agreement to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) Independent Referee and to cause instruct the Accounting Firm Independent Referee not to resolve such Disputed Item, it being agreed that if the Independent Referee nonetheless resolves such Disputed Item for any such dispute as soon as practicable after reason, the commencement agreement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing parties shall be paid by the Shareholders’ Representative (on behalf of the Shareholders)control.

Resolution of Disputes. Parent and the Shareholders’ Representative will attempt to promptly resolve the matters raised If Seller delivers, in any Dispute a timely manner, a Notice in good faith. Beginning ten (10) business days after delivery of any Dispute Notice Disagreement pursuant to this Section 2.02(d1.3(e), either Parent or then the Shareholders’ Representative may provide written notice to the other Closing Statement (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent and the Shareholders’ Representative (the “Accounting Firm”). The Accounting Firm will promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount as revised in accordance with this AgreementSection 1.3(e), and the resulting calculation of Closing Working Capital, Closing Indebtedness, and Closing Transaction Expenses resulting therefrom, shall become final and binding upon the parties on the earlier of (a) the date any and all matters specified in the Notice of Disagreement are finally resolved in writing by Sxxxxx and Bxxxx and (b) the date any and all matters specified in the Notice of Disagreement not resolved by Seller and Buyer are finally resolved in writing by the Arbiter. The Accounting Firm Closing Statement shall act be revised to the extent necessary to reflect any resolution by Seller and Buyer and any final resolution made by the Arbiter in accordance with this Section 1.3(e). During the 30-day period following the delivery of a timely Notice of Disagreement or such longer period as Seller and Bxxxx shall mutually agree, 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. If, at the end of such 30-day period (or such longer period as mutually agreed by Seller and Buyer), Seller and Buyer have not so resolved such differences, Seller and Buyer shall submit the dispute for resolution to an expert independent accounting or valuation firm (the “Arbiter”) for review and resolution of any and all matters which remain in dispute and which were included in the Notice of Disagreement in accordance with this Section 1.3. The Arbiter shall be a mutually acceptable nationally recognized independent public accounting or valuation firm agreed upon by Seller and Buyer in writing; provided, that in the event the parties are not able to mutually agree on an accounting or valuation firm, the Arbiter shall be The Bxxxxxx Group of Rochester, New York. Seller and Bxxxx shall use reasonable efforts to cause the Arbiter to render a decision resolving the matters in dispute within 30 days following the submission of such matters to the Arbiter, or such longer period as Seller and Buyer shall mutually agree. Seller and Buyer agree that the determination of the Arbiter shall be final and binding upon the parties and that judgment may be entered upon the determination of the Arbiter in any court having jurisdiction over the party against which such determination is to be enforced; provided, that the scope of the disputes to be resolved by the Arbiter is limited to only such items included in the Closing Statement that Seller has properly disputed in the Notice of Disagreement based upon Closing Working Capital, Closing Indebtedness, or Closing Transaction Expenses not having been calculated in accordance with this Section 1.3. The Arbiter shall determine, based solely on presentations by Bxxxx and Seller and their respective representatives, and not an arbitrator by independent review, only those issues in dispute specifically set forth on the Notice of Disagreement and shall render a written decision report as to each disputed matterthe dispute and the resulting calculation of Closing Working Capital, in reasonable detail of Closing Indebtedness, and Closing Transaction Expenses which shall be conclusive and binding upon the basis for its decisionparties. In no event resolving any disputed item, the Arbiter: (i) shall be bound by the decision principles set forth in this Section 1.3, (ii) shall limit its review to the line items and items specifically set forth in and properly raised in the Notice of Disagreement and (iii) shall not assign a value to any line item or items greater than the Accounting Firm provide greatest value for a calculation of Net Working Capital that is such item claimed by either party or less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Noticesmallest value for such item claimed by either party. The fees fees, costs, and expenses of the Accounting Firm Arbiter (i) shall be apportioned among Parent borne by Seller in the proportion that the aggregate dollar amount of such disputed items so submitted that are unsuccessfully disputed by Seller (as finally determined by the Arbiter) bears to the aggregate dollar amount of such items so submitted and (ii) shall be borne by Buyer in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully disputed by Seller (as finally determined by the Arbiter) bears to the aggregate dollar amount of such items so submitted. The fees, costs and expenses of Buyer’s independent accountants incurred in connection with the preparation of the Closing Statement and review of any Notice of Disagreement shall be borne by Buyer, and the Shareholders’ Representative (on behalf fees, costs and expenses of Seller’s independent accountants incurred in connection with their review of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect preparation of any changes agreed to by the parties and the decision Notice of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing Disagreement shall be paid borne by the Shareholders’ Representative (on behalf of the Shareholders)Seller.

Resolution of Disputes. Parent Buyer and the Shareholders’ Representative Seller will in good faith attempt to promptly resolve the matters raised in any Dispute Notice in good faithand agree upon the Final Purchase Price (as defined below). Beginning ten twenty (1020) business days Business Days after delivery of any Dispute Notice pursuant to Section 2.02(d2.4(c), either Parent Buyer or the Shareholders’ Representative Seller may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS KPMG LLP or a another nationally recognized independent accounting firm chosen jointly by Parent Buyer and the Shareholders’ Representative Seller (the “Accounting Firm”). In the event that KPMG LLP has not agreed to act as the Accounting Firm and an alternative Accounting Firm has not been selected by mutual agreement of Buyer and Seller within ten (10) Business Days following the giving of the Dispute Submission Notice, each of Buyer and Seller shall promptly select a nationally recognized independent accounting firm and promptly cause such two accounting firms to mutually select a third nationally recognized independent accounting firm to act as the Accounting Firm within twenty (20) Business Days of the giving of the Dispute Submission Notice. The Accounting Firm will promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement. The In any such case, the Accounting Firm shall act as an expert and not an arbitrator and shall render a written decision as to each disputed matter, including a statement in reasonable detail of the basis for its decision and its calculation of the Final Purchase Price (as defined below) based on such decision. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital any element of the Purchase Price that is (i) less than the applicable lower calculation thereof shown in the Proposed Final Closing Statement or in the Dispute Notice or (ii) greater than the Shareholders’ Representative’s alternative higher calculation thereof shown in the Proposed Final Closing Statement or in the Dispute Notice. The fees and expenses of the Accounting Firm shall be apportioned among Parent Seller and the Shareholders’ Representative (on behalf of the Shareholders) Buyer based upon the relative extent to which the positions of the Shareholders’ Representative Seller and Parent Buyer are upheld by the Accounting Firm. The relative extent to which such positions are upheld will be determined by comparing (a) the difference between the actual Purchase Price as finally determined pursuant to this Section 2.4(d) and the Purchase Price assuming all of the positions asserted by Buyer had been upheld in their entirety by the Accounting Firm and (b) the difference between the actual Purchase Price as finally determined pursuant to this Section 2.4(d) and the Purchase Price assuming all of the positions asserted by Seller had been upheld in their entirety by the Accounting Firm. By way of illustration, if Buyer’s calculations would have resulted in a $100,000 net payment from Seller to Buyer, Seller calculations would have resulted in a $100,000 net payment to Seller from Buyer and the Accounting Firm’s final determination results in an aggregate net payment of $50,000 to Seller under Section 2.4(e), Buyer and Seller shall pay 75% and 25%, respectively, of such fees and expenses. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders).

Resolution of Disputes. Parent Buyer and the Shareholders’ Representative will attempt to promptly resolve the matters raised in any Dispute Notice in good faith. Beginning If Buyer and Shareholders’ Representative have not resolved the matters raised in any Dispute Notice, within ten (10) business days Business Days after the date of delivery of any Dispute Notice pursuant to Section 2.02(d), 2.12(d) either Parent Buyer or the Shareholders’ Representative may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS PricewaterhouseCoopers LLP or a another nationally recognized independent accounting firm chosen jointly by Parent Buyer and the Shareholders’ Representative (the “Accounting Firm”). In the event that PricewaterhouseCoopers LLP has not agreed to act as the Accounting Firm and an alternative Accounting Firm has not been selected by mutual agreement of Buyer and the Shareholders’ Representative within ten (10) Business Days following the giving of the Dispute Submission Notice, each of Buyer and the Shareholders’ Representative shall promptly select an accounting firm and promptly cause such two accounting firms to mutually select a third independent accounting firm to act as the Accounting Firm within twenty (20) Business Days of the giving of the Dispute Submission Notice. The Accounting Firm will promptlyact as an arbitrator to determine, in accordance with based solely on presentations by Buyer and the rules set forth in Shareholders’ Representative (and including the Accounting Firm’s engagement letter opportunity for each of the Buyer and its customary practicesthe Shareholders’ Representative to comment upon the presentations of the other), review and not by independent review, only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice Notice, and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement. The In any such case, a single partner of the Accounting Firm selected by such Accounting Firm in accordance with its normal procedures and having expertise with respect to settlement of such disputes and the industry in which the Surviving Corporation operates shall act as an expert for the Accounting Firm in the determination proceeding, and not an arbitrator and the Accounting Firm shall render a written decision as to each disputed matter, including a statement in reasonable detail of the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation of Net Working Capital the Closing Indebtedness Amount, the Closing Cash Amount or the Seller Transaction Expenses that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Notice. The fees and expenses of the Accounting Firm shall be apportioned among Parent borne equally by Buyer and the Shareholders’ Representative (on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting FirmCompany Holders). The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errorsParties. As used herein, the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties Parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.022.12(e), are referred to herein as the “Final Closing Balance Sheet” and the “Final Closing Statement”, respectively. Each of the parties to this Agreement Parties agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion , and in any event within thirty (30) days after submission of the matter to the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders).

Resolution of Disputes. Parent If REIT, IREIC and the Shareholders’ Representative will attempt Agent fail to promptly resolve reach a written agreement with respect to all of the matters raised in any Dispute Notice in good faith. Beginning ten (10) business days after delivery of any Dispute Notice pursuant to Section 2.02(d), either Parent or the Shareholders’ Representative may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS or a nationally recognized independent accounting firm chosen jointly by Parent and the Shareholders’ Representative (the “Accounting Firm”). The Accounting Firm will promptly, in accordance with the rules set forth in any Statement of Objections, then the Accounting Firm’s engagement letter matters still in dispute shall, not later than twenty (20) Business Days after the delivery of such Statement of Objections (or, if earlier, the date on which either REIT, on the one hand, or IREIC and its customary practicesthe Agent, review only those unresolved items and amounts specifically set forth and objected to on the other hand, affirmatively terminates discussions in the Dispute Notice and resolve the dispute writing with respect to each the Statement of Objections), be submitted for resolution to such specific unresolved item accounting firm agreed to by REIT, IREIC and amount in accordance with this Agreement. The Accounting Firm shall act the Agent (the "Settlement Accountant") who, acting as an expert and not an arbitrator arbitrator, shall resolve the matters in dispute and shall render a written decision as adjust the Closing Balance Sheet and the Closing Statement to each disputed matterreflect such resolution; provided, in reasonable detail of however, that the basis for its decision. In no event shall the decision of the Accounting Firm provide for a calculation Settlement Accountant may not determine an amount of Net Working Capital for any of the Service Providers in excess of that is claimed by IREIC or the Agent, as applicable, or less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Noticethat claimed by REIT. The fees Settlement Accountant shall make such determination within sixty (60) days following the submission of the matter to the Settlement Accountant for resolution, and such determination shall be final and binding upon the parties hereto and all holders of Converted Shares. In the event any dispute is submitted to the Settlement Accountant for resolution as provided herein, the fees, charges and expenses of the Accounting Firm Settlement Accountant shall be apportioned among Parent paid one-half by REIT and one-half by IREIC and the Manager Shareholders’ Representative . ARTICLE III REPRESENTATIONS and WARRANTIES of REIT The REIT disclosure schedule (on behalf of the Shareholders"REIT Disclosure Schedule") based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees shall be arranged in sections and subsections corresponding to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) numbered and to cause the Accounting Firm to resolve lettered sections contained in this Article III. The disclosures in any such dispute as soon as practicable after the commencement section or subsection of the Accounting Firm’s engagement. Any portion REIT Disclosure Schedule shall qualify other sections and subsections in this Article III only to the extent it is clear from a reading of the Accounting Firm’s fees disclosure that such disclosure is applicable to such other sections and any expenses payable hereunder subsections. Except as set forth in the REIT Disclosure Schedule attached hereto and delivered by REIT or as set forth in the shareholders REIT SEC Filings, REIT hereby represents and warrants to the Service Providers, IREIC and the Manager Shareholders, as of the Company prior to date hereof and as of the Closing shall be paid by the Shareholders’ Representative Date (on behalf or, if made as of the Shareholdersa specified date, as of such date)., as follows:

Resolution of Disputes. Parent Xxxxx and the Shareholders’ Representative will Seller shall attempt to promptly resolve the matters raised in any Dispute Notice in good faith. Beginning ten (10) business days Business Days after delivery of any Dispute Notice pursuant to Section 2.02(d), 2.04(c) either Parent Buyer or the Shareholders’ Representative Seller may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS Xxxxx Xxxxxxxx LLP or a another nationally recognized independent accounting firm chosen jointly by Parent Xxxxx and the Shareholders’ Representative Seller (the “Accounting Firm”). The parties shall instruct the Accounting Firm will to promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter such procedures as it deems fair and its customary practicesequitable, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice Notice. A single partner of the Accounting Firm selected by such Accounting Firm in accordance with its normal procedures and resolve the dispute having expertise with respect to each settlement of such specific unresolved item disputed items and amount the industry in accordance which the Company operates shall act for the Accounting Firm in the determination proceeding. Each party shall be afforded an opportunity to submit a written statement in favor of its position to the Accounting Firm. The Accounting Firm shall render a written decision with this Agreementrespect to such determination, including a statement in reasonable detail of the basis for its decision. The Accounting Firm shall act as an expert and not as an arbitrator arbiter in making its determinations. The Accounting Firm shall determine the allocation of its fees and shall render a written decision as to each disputed matter, in reasonable detail expenses between Buyer and Seller based on the inverse of the basis for its decisionpercentage that the Accounting Firm’s resolution of the disputed items (before such allocation) bears to the total amount of the disputed items as originally submitted to the Accounting Firm. In no event shall For example, if the decision total amount of the disputed items as originally submitted to the Accounting Firm provide for a calculation equal $1,000 and the Accounting Firm awards $600 in favor of Net Working Capital that is less than Seller’s position, 60% of the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Notice. The fees and expenses of the Accounting Firm shall would be apportioned among Parent borne by Xxxxx and the Shareholders’ Representative (on behalf 40% of the Shareholders) based upon the relative extent to which the positions fees and expenses of the Shareholders’ Representative and Parent are upheld Accounting Firm would be borne by the Accounting FirmSeller. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Statement submitted to it will shall be based solely on the written submissions by, or on behalf of, Xxxxx and Seller and shall not be by independent review, and, absent manifest error, shall be final, conclusive and binding on the parties, absent manifest or arithmetical errorsparties for purposes of this Section 2.04. As used herein, the Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.022.04, are is referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders).

Resolution of Disputes. Parent Purchaser and the Shareholders’ Representative Seller will attempt to promptly resolve the matters raised in any a Dispute Notice in good faith. Beginning ten fifteen (1015) business days Business Days after delivery of any the Dispute Notice pursuant to Section 2.02(d1.06(d), either Parent Purchaser or the Shareholders’ Representative Seller may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to JAMS or a nationally an internationally recognized independent accounting firm chosen jointly by Parent Purchaser and the Shareholders’ Representative Seller (the “Accounting Firm”). In the event that such an Accounting Firm has not been selected by mutual agreement of Purchaser and Seller within ten (10) Business Days following the giving of the Dispute Submission Notice, each of Purchaser and Seller shall promptly select an accounting firm and promptly cause such two accounting firms to mutually select an independent accounting firm to act as the Accounting Firm within twenty (20) Business Days of the giving of the Dispute Submission Notice. The Accounting Firm will promptly, in accordance with the rules set forth in the Accounting Firm’s engagement letter and its customary practices, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement. The In any such case, a single partner of the Accounting Firm selected by such Accounting Firm in accordance with its normal procedures and having expertise with respect to settlement of such disputes and the industry in which the Acquired Companies operate shall act as an expert for the Accounting Firm in the determination proceeding, and not an arbitrator and such partner shall render a written decision as to each such disputed matter, including a statement in reasonable detail of the basis for its each such decision. In no event shall the decision of the Accounting Firm (i) provide for a calculation of Net the Closing Cash Amount or Trade Working Capital that is less than the applicable calculation thereof shown in the Proposed Final Closing Statement or greater than Seller’s alternative calculation thereof shown in the Shareholders’ RepresentativeDispute Notice or (ii) provide for a determination of any item of Debt reflected in the Closing Debt Amount or any Seller Transaction Expense that is greater in amount than the amount thereof shown in the Final Closing Statement or less in amount than Seller’s alternative calculation thereof shown in the Dispute Notice. The fees and expenses of the Accounting Firm shall be apportioned among Parent borne equally by Seller and Purchaser, and the Shareholders’ Representative (on behalf of the Shareholders) based upon the relative extent to which the positions of the Shareholders’ Representative and Parent are upheld by the Accounting Firm. The decision of the Accounting Firm with respect to the disputed items of the Proposed Closing Balance Sheet and the Final Closing Statement submitted to it will be final, conclusive and binding on the parties, absent manifest or arithmetical errors. As used herein, Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.02, are referred to herein as the “Final Closing Statement”. Each of the parties to this Agreement agrees to use its commercially reasonable efforts Commercially Reasonable Efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the shareholders of the Company prior to the Closing shall be paid by the Shareholders’ Representative (on behalf of the Shareholders).