Common use of Review; Disputes Clause in Contracts

Review; Disputes. (a) From and after the Closing, Buyer shall provide Seller and any accountants or advisors retained by Seller with reasonable access to the Records of the Group Companies for the purpose of enabling Seller and its accountants and advisors to calculate, and to review Buyer’s calculation of, the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, and the Earn-Out Payment; provided, however, that such reasonable access shall be (i) at Seller’s sole cost and expense, (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with the normal business operations of Buyer, any of the Group Companies, or their respective Affiliates. (b) If Seller disputes the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price set forth in the Closing Statement or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicable, then Seller shall deliver a written notice (a “Dispute Notice”) to Buyer at any time during the forty-five (45) day period commencing upon receipt by Seller of the Closing Statement or the Earn-Out Milestone Statement, as applicable (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detail. (c) If Seller does not deliver a Dispute Notice to Buyer prior to the expiration of the Review Period, Xxxxx’s calculation of Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price set forth in the Closing Statement, or of the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, shall be deemed final and binding for all purposes of this Agreement. (d) If Seller delivers a Dispute Notice to Buyer prior to the expiration of the Review Period, then Seller and Buyer shall use commercially reasonable efforts to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute. If Seller and Buyer are unable to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute within twenty (20) days after the end of the Review Period, either party shall have the right to refer such dispute to an independent nationally recognized accounting firm, that is not currently servicing or expected to service Buyer, Seller or any of their Affiliates, that is mutually agreed upon by Xxxxx and Seller (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such twentieth (20th) day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Seller and Buyer shall have a reasonable opportunity to submit a written statement to the Designated Accounting Firm to provide its views as to any disputed issues with respect to the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment; (ii) each of Seller and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute in accordance with the terms of this Agreement within thirty (30) days after such referral, and upon reaching such determination shall deliver a copy of its calculations (the “Expert Calculations”) to Seller and Buyer; (v) absent manifest error, bias or actual fraud, the determination made by the Designated Accounting Firm of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute shall be conclusive, binding upon the parties hereto, non-appealable, and not be subject to further review; (vi) in calculating the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment, the Designated Accounting Firm shall be limited to addressing only those particular disputed items referred to in the Dispute Notice; and (vii) such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be, and no lower than the lower amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, the Purchase Price, or Earn-Out Payment reflected therein and the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses or Purchase Price set forth in the Closing Statement or Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicable. The fees and expenses of the Designated Accounting Firm shall be allocated between Buyer, on the one hand, and Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. Until the date on which the Earn-Out Payment and Earn-Out Milestone Statement shall become final and binding on the parties, Buyer shall cause the Group Companies to preserve the accounting books and records of the Group Companies on which the Earn-Out Milestone Statement is to be based and shall not take any actions with respect to such books and records that would obstruct or prevent the procedures set forth in this Section 2.5 and Section 2.6.

Review; Disputes. (ai) From and after the Closingdelivery of the Closing Date Adjustment Amount Schedule, the Buyer shall provide the Seller and any accountants or advisors retained by the Seller with reasonable access access, during normal business hours, to the Records relevant books and records of the Group Companies Buyer and its Affiliates used by the Buyer in the preparation of, or otherwise reasonably relevant to, the Closing Date Adjustment Amount Schedule for the purpose purposes of (A) enabling the Seller and its accountants and advisors to calculate, and to review the Buyer’s calculation of, the Closing Net Working Capital Adjustment Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, and (B) identifying any dispute related to the Earn-Out Payment; provided, however, that calculation of the Adjustment Amount. The fees and expenses of any such reasonable access accountants and advisors retained by the Seller shall be (i) at paid by the Seller’s sole cost and expense, . (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with If the normal business operations of Buyer, any of the Group Companies, or their respective Affiliates. (b) If Seller disputes the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price Adjustment Amount set forth in the Closing Statement or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableDate Adjustment Amount Schedule, then the Seller shall deliver a written notice (a an “Adjustment Dispute Notice”) to the Buyer at any time during the forty-five thirty (45) day 30)-day period commencing upon receipt by the Seller of the Closing Statement or the Earn-Out Milestone Statement, as applicable Date Adjustment Amount Schedule (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Adjustment Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detail. (ciii) If the Seller does not deliver a an Adjustment Dispute Notice to the Buyer prior to the expiration of the Review Period, Xxxxxthe Buyer’s calculation of Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price the Adjustment Amount set forth in the Closing Statement, or of the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, Date Adjustment Amount Schedule shall be deemed final and binding on the Parties for all purposes of this Agreement. (div) If the Seller delivers a an Adjustment Dispute Notice to the Buyer prior to the expiration of the Review Period, then the Seller and the Buyer shall use commercially reasonable efforts negotiate in good faith to reach agreement on the Closing Net Working Capital Adjustment Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute. If the Seller and the Buyer are unable to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Adjustment Amount within twenty thirty (2030) days after the end delivery of the Review PeriodAdjustment Dispute Notice (or such longer period as shall be mutually agreed to by the Buyer and the Seller), either party Party shall have the right to refer such dispute to a nationally recognized independent accounting firm jointly selected by the Seller and the Buyer (or if they cannot agree on such an independent accounting firm, a nationally recognized accounting firm, firm without a business relationship with the Buyer or the Seller that is not currently servicing or expected to service selected by an accounting firm designated by the Seller and an accounting firm designated by the Buyer, Seller or any of their Affiliates, that is mutually agreed upon by Xxxxx and Seller ) (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such twentieth thirtieth (20th30th) dayday for resolution. In connection with the resolution of any such dispute by the Designated Accounting Firm: (iA) each of the Buyer and the Seller and Buyer shall have a reasonable opportunity to submit a written statement to meet with the Designated Accounting Firm to provide its views as to any disputed issues with respect to the calculation of any of the Closing Net Working Capital Adjustment Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment; provided that (ii1) each Party will provide the other Party with a copy of Seller all materials provided to, and Buyer shall promptly providecommunications with, or cause to be provided or made available, the Accounting Firm and (2) no Party will engage in any ex parte communication with the Accounting Firm at any time with respect to the Designated Accounting Firm all information as is reasonably necessary to permit Adjustment Amount, (B) the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Adjustment Amount, including resolution of any issues relating to the application or requirements of the Working Capital AmountAccounting Principles in connection therewith, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute in accordance with the terms of this Agreement within thirty (30) days after of such referral, referral and upon reaching such determination shall deliver a written copy of its calculations (determination to the “Expert Calculations”) to Seller and the Buyer; , and (vC) absent manifest error, bias or actual fraud, the determination made by the Designated Accounting Firm of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Adjustment Amount shall be conclusive, final and binding upon on the parties heretoParties for all purposes of this Agreement, non-appealable, and not be subject to further review; (vi) in absent fraud or manifest error. In calculating the Closing Net Working Capital Adjustment Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment, the Designated Accounting Firm shall be limited to (x) addressing only those any particular disputed items disputes referred to in the Adjustment Dispute Notice; Notice and (viiy) such calculation shall, choosing with respect to any disputed itemparticular item in dispute the Buyer’s position, be no greater than the higher amount calculated by Buyer Seller’s position or a position in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be, and no lower than the lower amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, the Purchase Price, or Earn-Out Payment reflected therein Seller’s position and the Closing Net Working Capital AmountBuyer’s position. If the Accounting Firm’s final determination is in full agreement with the Buyer, Closing Cash, Closing Indebtedness, Transaction Expenses or Purchase Price set forth in then the Closing Statement or Earn-Out Payment set forth in Seller shall bear the Earn-Out Milestone Statement, as applicable. The fees and expenses of the Designated Accounting Firm. If the Accounting Firm’s final determination is in full agreement with the Seller, then the Buyer shall bear the fees and expenses of the Accounting Firm. Otherwise, each of the Seller and the Buyer shall pay one-half of the fees and expenses of the Accounting Firm; provided that if the Accounting Firm shall be allocated between Buyer, on the determines that one hand, and Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. Until the date on which the Earn-Out Payment and Earn-Out Milestone Statement shall become final and binding on the parties, Buyer shall cause the Group Companies to preserve the accounting books and records of the Group Companies on which the Earn-Out Milestone Statement is to be based and shall not take any actions Party has adopted one or more positions with respect to the Closing Date Adjustment Amount Schedule or the calculation of the Adjustment Amount that are frivolous or clearly without merit, the Accounting Firm may, in its discretion, assign a greater portion of any such books fees and records that would obstruct or prevent expenses to such Party. Notwithstanding the procedures set forth foregoing, the Accounting Firm’s authority to resolve any dispute shall be limited to the correct nature and amount of each item remaining in dispute. Any dispute among the Parties regarding the interpretation of this Section 2.5 Agreement and Section 2.6the terms hereof shall be resolved, including through appropriate judicial resolution if necessary, prior to the selection of, and submission of the dispute to, the Accounting Firm.

Review; Disputes. (ai) From and after the ClosingEffective Time, Buyer the Surviving Company shall provide Seller the Representative and any accountants or advisors retained by Seller the Representative with full access, upon reasonable access notice by the Representative and during normal business hours, to the Records books and records and personnel of the Group Companies Surviving Company for the purpose of purposes of: (A) enabling Seller the Representative and its accountants and advisors to calculate, and to review Buyerthe Closing Balance Sheet and the Surviving Company’s calculation of, the Closing Net Working Capital Amount, Closing Cash, Closing IndebtednessDebt and Company Expenses; and (B) identifying any dispute related to the calculation of any of the Closing Net Working Capital Amount, Transaction ExpensesClosing Cash, Purchase Price, Closing Debt and Company Expenses in the Earn-Out Payment; provided, however, that Closing Date Schedule. The reasonable fees and expenses of any such reasonable access accountants and advisors retained by the Representative shall be (i) at Seller’s sole cost and expense, reimbursable expenses pursuant to Section 8.7 of this Agreement. (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with If the normal business operations of Buyer, any of the Group Companies, or their respective Affiliates. (b) If Seller Representative disputes the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Debt or Company Expenses and Purchase Price set forth in the Closing Statement or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableDate Schedule, then Seller the Representative shall deliver a written notice (a “Dispute Notice”) to Buyer the Surviving Company at any time during the forty-five (45) day period commencing upon receipt by Seller the Representative of the Closing Statement or Balance Sheet, the Earn-Out Milestone StatementClosing Date Schedule and the related certificate of the Surviving Company’s Chief Financial Officer, all as applicable prepared by the Surviving Company in accordance with the requirements of Section 3.7(a) (subject to extension for any period of inadequate access to the underlying records) (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detail. (ciii) If Seller the Representative does not deliver a Dispute Notice to Buyer the Surviving Company prior to the expiration of the Review Period, Xxxxxthe Surviving Company’s calculation of Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Debt and/or Company Expenses and Purchase Price set forth in the Closing Statement, or of the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, Date Schedule shall be deemed final and binding on the Buyer, the Representative and each Member for all purposes of this Agreement. (div) If Seller the Representative delivers a Dispute Notice to Buyer the Surviving Company prior to the expiration of the Review Period, then Seller the Representative and Buyer the Surviving Company shall use commercially reasonable efforts to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment Debt and/or Company Expenses that are in dispute. If Seller the Representative and Buyer the Surviving Company are unable to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment Debt and/or Company Expenses that are in dispute within twenty (20) days after the end of the Review Period, either party shall have the right to refer such dispute to an independent nationally recognized accounting firm, that is not currently servicing or expected to service Buyer, Seller or any of their Affiliates, that is mutually agreed upon by Xxxxx and Seller KPMG LLP (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such twentieth (20th) day, and neither party shall allow the Designated Accounting Firm to perform audit or accounting work for it to any material degree (other than as the Designated Accounting Firm under this Agreement) from the date of submission of any dispute to the Designated Accounting Firm through the date of final resolution of such claim. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i1) each of Seller the Representative, on the one hand, and Buyer and the Surviving Company, on the other hand, shall have a reasonable opportunity to submit a written statement to meet with the Designated Accounting Firm to provide its views as to any disputed issues with respect to the calculation of the Closing Balance Sheet, any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Debt and/or Company Expenses, Purchase Price, or Earn-Out Payment; (ii2) each of Seller the Representative, on the one hand, and Buyer and the Surviving Company, on the other hand, shall promptly provide, or cause to be provided or made availableprovided, to the Designated Accounting Firm all information and make available as is are reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii3) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Debt and/or Company Expenses in accordance with the terms of this Agreement within thirty (30) days after such referral, and upon reaching such determination shall deliver a copy of its calculations (the “Expert Calculations”) to Seller the Representative, Buyer and Buyerthe Surviving Company; and (v4) absent manifest error, bias or actual fraud, the determination made by the Designated Accounting Firm of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment Debt and/or Company Expenses that are in dispute shall be conclusive, binding upon the parties heretoparties, non-appealablenonappealable, and not be subject to further review; (vi) in , and shall be considered a final arbitration award that is enforceable pursuant to the terms of the Federal Arbitration Act. In calculating the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Debt and Company Expenses, Purchase Price, or Earn-Out Payment, the Designated Accounting Firm (A) shall be limited to addressing only those particular disputed items referred to in the Dispute Notice; and (viiB) such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by Buyer in the Closing Statement Surviving Company or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount)Representative, as the case may be, and no lower than the lower amount calculated by Buyer in the Closing Statement Surviving Company or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount)Representative, as the case may be. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, the Purchase Price, or Earn-Out Payment Debt and/or Company Expenses reflected therein and the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Debt and/or Company Expenses or Purchase Price set forth in the Closing Statement or Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableDate Schedule. The fees and expenses of the Designated Accounting Firm shall be allocated between Buyerthe Surviving Company, on the one hand, and Sellerthe Representative (on behalf of the Members), on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. Until If the date on which the Earn-Out Payment and Earn-Out Milestone Statement Members shall become final and binding on the partiesbe required to pay any such fees or expenses, Buyer such fees or expenses shall cause the Group Companies to preserve the accounting books and records be first paid out of the Group Companies on which Reserve Account and then out of the Earn-Out Milestone Statement is to Escrow Account. The allocation of the Designated Accounting Firm’s fees and expenses shall be based and shall not take any actions determined by the Designated Accounting Firm in accordance with respect to such books and records that would obstruct or prevent the procedures set forth in this Section 2.5 and Section 2.6methodology described above.

Review; Disputes. (ai) From and after the Closing, Buyer shall and shall cause the Company to provide Seller the Shareholders’ Representative and any accountants or advisors retained by Seller the Shareholders’ Representative with reasonable full access to the Records books and records of the Group Companies Company for the purpose of purposes of: (A) enabling Seller the Shareholders’ Representative and its accountants and advisors to calculate, and to review Buyerthe Company’s calculation of, the Closing Net Working Capital Amount, Closing Cash, Identified Capital Expenditures, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses; and (B) identifying any dispute related to the calculation of any of the Closing Net Working Capital Amount, Purchase PriceClosing Cash, Identified Capital Expenditures, Closing Debt or the Unpaid Company Transaction Expenses. The reasonable fees and expenses of any such accountants and advisors retained by the Earn-Out Payment; provided, however, that such reasonable access Shareholders’ Representative shall not be the personal obligations of the Shareholders’ Representative and shall be paid by the Shareholders’ Representative (ion behalf of the Sellers) at Seller’s sole cost and expense, from the Shareholders’ Representative Expense Fund. (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with If the normal business operations of Buyer, any of the Group Companies, or their respective Affiliates. (b) If Seller Shareholders’ Representative disputes the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Identified Capital Expenditures, Closing Indebtedness, Debt or the Unpaid Company Transaction Expenses and Purchase Price set forth in the Closing Statement or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableDate Schedule, then Seller the Shareholders’ Representative shall deliver a written notice (a “Dispute Notice”) to Buyer and the Company at any time during the forty-five (45) day 45)-day period commencing upon receipt by Seller the Shareholders’ Representative of the Closing Statement or Balance Sheet, the Earn-Out Milestone StatementClosing Date Schedule and the related certificate of the Company’s Chief Financial Officer, all as applicable prepared by the Company in accordance with the requirements of Section 2.4(b) (subject to automatic extension for any period of inadequate access to the underlying records pursuant to Section 2.4(c)(i) (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detail. (ciii) If Seller the Shareholders’ Representative does not deliver a Dispute Notice to Buyer the Company prior to the expiration of the Review Period, Xxxxxthe Company’s calculation of the Closing Net Working Capital Amount, Closing Cash, Identified Capital Expenditures, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses and Purchase Price set forth in the Closing Statement, or of the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, Date Schedule shall be deemed final and binding on Buyer, the Company, the Shareholders’ Representative and the Sellers for all purposes of this Agreement. (div) If Seller the Shareholders’ Representative delivers a Dispute Notice to Buyer prior to the expiration of the Review Period, then Seller the Shareholders’ Representative and Buyer shall use commercially reasonable efforts to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Identified Capital Expenditures, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute. If Seller the Shareholders’ Representative and Buyer are unable to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Identified Capital Expenditures, Closing IndebtednessDebt, and the Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Expenses within twenty thirty (2030) days after the end following delivery of the Review PeriodDispute Notice, either party shall have the right to refer such dispute to an independent nationally recognized accounting firm, firm of national reputation that is not currently servicing or expected independent of Buyer and the Company and is reasonably acceptable to service Buyer, Seller or any of their Affiliates, that is mutually agreed upon by Xxxxx both the Shareholders’ Representative and Seller Buyer (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such twentieth (20th) thirtieth day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (iA) each of Seller Buyer and Buyer the Shareholders’ Representative shall have a reasonable opportunity to submit a written statement to meet with the Designated Accounting Firm to provide its their views as to any disputed issues with respect to the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Identified Capital Expenditures, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment; (iiB) each of Seller and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Working Capital Amount, Closing Cash, Identified Capital Expenditures, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Expenses in accordance with the terms of this Agreement and using the Specified Accounting Principles within thirty (30) days after of such referral, referral and upon reaching such determination shall deliver a copy of its calculations (the “Expert Calculations”) to Seller the Shareholders’ Representative, Buyer and Buyerthe Escrow Agent; and (vC) absent manifest error, bias or actual fraud, the determination made by the Designated Accounting Firm of the Closing Net Working Capital Amount, Closing Cash, Identified Capital Expenditures, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Expenses shall be conclusivefinal and binding on Buyer, binding upon the parties heretoCompany, non-appealablethe Shareholders’ Representative and the Sellers for all purposes of this Agreement, and not be subject to further review; (vi) in absent manifest error. In calculating the Closing Net Working Capital Amount, Closing Cash, Identified Capital Expenditures, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment, the Designated Accounting Firm (x) shall be limited to addressing only those any particular disputed items disputes referred to in the Dispute Notice; Notice and (viiy) such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by Buyer in the Closing Statement Shareholders’ Representative or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may beCompany, and no lower less than the lower amount calculated by Buyer in the Closing Statement Shareholders’ Representative or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount)Company, as the case may be. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount, Closing Cash, Identified Capital Expenditures, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses, the Purchase Price, or Earn-Out Payment Expenses reflected therein and the Closing Net Working Capital Amount, Closing Cash, Identified Capital Expenditures, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses or Purchase Price set forth in the Closing Statement or Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableDate Schedule. The fees and expenses of the Designated Accounting Firm shall be allocated between Buyer, borne equally by Buyer and the Shareholders’ Representative (on the one hand, and Seller, on the other hand, based upon the percentage which the portion behalf of the contested amount not awarded to each party bears to the amount actually contested by such party. Until the date on which the Earn-Out Payment Sellers) (it being understood that any fees and Earn-Out Milestone Statement shall become final and binding on the parties, Buyer shall cause the Group Companies to preserve the accounting books and records expenses of the Group Companies Accounting Firm payable by the Shareholders’ Representative (on which behalf of the Earn-Out Milestone Statement is to Sellers) shall be based and shall not take any actions with respect to such books and records that would obstruct or prevent payable from the procedures set forth in this Section 2.5 and Section 2.6Shareholders’ Representative Expense Fund).

Review; Disputes. (ai) From and after the ClosingClosing Date until the final determination of the Closing Net Working Capital Amount pursuant to this Section 2.5(c), Buyer the JV Entity shall provide Seller Xxxxxxx and Partner and any accountants or advisors retained by Seller Xxxxxxx or Partner with reasonable access access, during normal business hours, after reasonable advance written notice, to the Records relevant books and records of the Group Companies for Business and other information reasonably relevant to the purpose Closing Date Schedule and the calculation of enabling Seller and its accountants and advisors to calculate, and to review Buyer’s calculation of, the Closing Net Working Capital AmountAmount reasonably requested by Xxxxxxx or Partner, in each case for the purposes of: (A) in the case of Xxxxxxx, preparing the Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, Date Schedule and the Earn-Out Payment; provided, however, that such reasonable access shall be (i) at Seller’s sole cost and expense, (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with the normal business operations of Buyer, any of the Group Companies, or their respective Affiliates. (b) If Seller disputes the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price set forth (B) in the case of Partner, enabling Partner and its accountants and advisors to review and verify the Closing Statement or Date Schedule and Xxxxxxx’ calculation of the Earn-Out Payment set forth Closing Net Working Capital Amount and (C) in the Earn-Out Milestone Statementcase of Xxxxxxx and Partner, identifying and resolving any dispute related to the calculation of the Closing Net Working Capital Amount. Xxxxxxx and Partner shall be responsible for the fees and expenses of their respective accountants and advisors retained in respect of this Section 2.5(c). (ii) If Partner disputes any item in the calculation of the Closing Net Working Capital Amount or believes that a Modification Event (as applicabledefined below) has occurred, then Seller shall Partner may deliver a written notice (a “Dispute Notice”) to Buyer Xxxxxxx at any time during the forty30-five (45) day period commencing upon receipt by Seller Partner of the Closing Statement or the Earn-Out Milestone Statement, as applicable Date Schedule (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth specify the amounts and calculations with which Partner disagrees in reasonable detail and the basis for the dispute of any such calculation dispute in reasonable detaildetail and Partner’s proposed change (and if Partner believes a Modification Event has occurred, Partner’s proposed calculation of the Modified Targeted Net Working Capital Amount (as defined below)), and the Dispute Notice shall only include the calculation of the Modified Targeted Net Working Capital Amount, if applicable, and good faith disagreements based on the calculation of the Closing Net Working Capital Amount not being calculated in accordance with the applicable provisions of this Agreement. (ciii) If Seller Partner does not deliver a Dispute Notice to Buyer in accordance with Section 2.5(c)(ii) prior to the expiration of the applicable Review Period, Xxxxx’s then the Xxxxxxx’ calculation of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price Amount set forth in the Closing Statement, or of the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, Date Schedule shall be deemed final and binding on Xxxxxxx, Partner and the JV Entity for all purposes of this Agreement. (div) If Seller Partner delivers a Dispute Notice to Buyer in accordance with Section 2.5(c)(ii) prior to the expiration of the applicable Review Period, then Seller Xxxxxxx and Buyer Partner shall use commercially reasonable efforts to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are Amount in disputegood faith and promptly following any such agreement shall deliver notice to the JV Entity specifying in reasonable detail Xxxxxxx’ and Partner’s resolution thereof. If Seller Xxxxxxx and Buyer Partner are unable to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Amount within twenty (20) 30 days after the end of the applicable Review Period, either party Xxxxxxx and Partner shall have the right to refer promptly (and, in any event, within 10 Business Days) mutually engage, and submit such dispute (and their respective calculations as to an independent nationally recognized accounting firmeach disputed item, that is not currently servicing as set forth in the Closing Date Schedule or expected the Dispute Notice, as applicable) to service Buyer, Seller or any of their Affiliates, that is mutually agreed upon by Xxxxx and Seller Ernst & Young (such firm, or, if such firm is unable or any successor theretounwilling to act, such other nationally recognized public accounting firm as shall be agreed upon in writing by Xxxxxxx and Partner, being referred to herein as the “Designated Accounting Firm”) after such twentieth (20th) day). In connection with the resolution of any such dispute by the Designated Accounting Firm: (iA) the Accounting Firm shall conduct a conference, at which conference each of Seller Xxxxxxx and Buyer Partner shall have a reasonable opportunity the right to submit a present their respective positions and written statement to the Designated Accounting Firm to provide its views submissions as to any disputed issues with respect to the Closing Date Schedule and the calculation of any of the Closing Net Working Capital AmountAmount and any additional information relating thereto and to have present their respective advisors, Closing Cashcounsel and accountants, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment; (iiB) each of Seller and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Working Capital Amount and, if applicable, the Modified Targeted Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute in accordance with the terms of this Agreement within thirty (30) 30 days after of such referral, submission and upon reaching such determination shall deliver a copy of its calculations (the “Expert Calculations”) to Seller Xxxxxxx, Partner and Buyer; the JV Entity and (vC) absent manifest error, bias or actual fraud, the determination made by the Designated Accounting Firm of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Amount shall be conclusivefinal and binding on Xxxxxxx, binding upon Partner and the parties heretoJV Entity for all purposes of this Agreement, non-appealable, and not be subject to further review; (vi) in absent manifest error. In calculating the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment, the Designated Accounting Firm (x) shall be limited to addressing only those the particular disputed items disputes referred to in the Dispute Notice; Notice(s) and (viiy) such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an highest amount), as the case may be, and no lower less than the lower amount calculated lowest amount, submitted by Buyer in the Closing Statement Xxxxxxx or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect Partner to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may beAccounting Firm. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, the Purchase Price, or Earn-Out Payment Amount reflected therein and the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses or Purchase Price Amount set forth in the Closing Statement or Earn-Out Payment set forth Date Schedule, as well as any related differences in the Earn-Out Milestone StatementClosing Date Schedule. If any assets that should have been included in the Targeted Net Working Capital Amount were incorrectly omitted from the Targeted Net Working Capital Amount (a “Modification Event”), as applicablethen the Targeted Net Working Capital Amount shall be recalculated to include the book value of such omitted assets (such recalculated amount, the “Modified Targeted Net Working Capital Amount”). The fees and expenses of the Designated Accounting Firm shall be allocated between Buyer, on borne the one hand, and Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. Until the date on which the Earn-Out Payment and Earn-Out Milestone Statement shall become final and binding on the parties, Buyer shall cause the Group Companies to preserve the accounting books and records of the Group Companies on which the Earn-Out Milestone Statement is to be based and shall not take any actions with respect to such books and records that would obstruct or prevent the procedures set forth in this Section 2.5 and Section 2.6JV Entity.

Review; Disputes. (ai) From and after the ClosingEffective Time, Buyer Parent and the Surviving Corporation shall provide Seller the Securityholders’ Agent and any accountants accountants, attorneys or advisors retained by Seller the Securityholders’ Agent with reasonable access to the Records of the Group Companies for the purpose of enabling Seller and its accountants and advisors to calculateaccess, and to review Buyer’s calculation of, the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, and the Earn-Out Payment; provided, however, that such reasonable access shall be (i) at Seller’s sole cost and expense, (ii) granted upon reasonable prior notice and during normal business hours, to the relevant books and (iii) conducted in a manner that does not interfere with the normal business operations of Buyer, any records of the Group CompaniesSurviving Corporation used by Parent in the preparation of, or their respective Affiliates. (b) otherwise reasonably relevant to, the Parent Closing Balance Sheet and the Parent Closing Date Schedule. If Seller the Securityholders’ Agent disputes the calculation of any of the Net Working Capital Amount or the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price Indebtedness Amount set forth in the Parent Closing Statement Balance Sheet or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableParent Closing Date Schedule, then Seller the Securityholders’ Agent shall deliver a written notice (a “Dispute Notice”) to Buyer Parent at any time during the forty-five thirty (4530) day period commencing upon receipt by Seller the Securityholders’ Agent of the Parent Closing Statement or Balance Sheet and the Earn-Out Milestone Statement, as applicable Parent Closing Date Schedule (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detail. (cii) If Seller the Securityholders’ Agent does not deliver a Dispute Notice to Buyer Parent prior to the expiration of the Review Period, Xxxxxthe Surviving Corporation’s calculation of Closing the Net Working Capital Amount, Amount and the Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price Net Indebtedness Amount set forth in the Parent Closing Statement, or of Balance Sheet and the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, Parent Closing Date Schedule shall be deemed final and binding on Parent, the Surviving Corporation, the Securityholders’ Agent and the Effective Time Holders for all purposes of this AgreementSection 1.10. (diii) If Seller the Securityholders’ Agent delivers a Dispute Notice to Buyer Parent prior to the expiration of the Review Period, then Seller the Securityholders’ Agent and Buyer Parent shall use commercially reasonable efforts negotiate in good faith to reach agreement on the Closing Net Working Capital Amount and/or the Closing Net Indebtedness Amount, Closing Cashas applicable, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in disputewithin the thirty (30) day period commencing upon receipt by Parent of the Dispute Notice. If Seller the Securityholders’ Agent and Buyer Parent are unable to reach agreement on the Closing Net Working Capital AmountAmount and the Closing Net Indebtedness Amount within such thirty (30) day period, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Pricethen either Parent or the Securityholders’ Agent may submit the unresolved objections to KPMG LLP, or Earn-Out Payment that are if such accounting firm is unable or unwilling to serve in dispute within twenty (20) days after such capacity, an independent, national accounting firm reasonably acceptable to both Parent and the end of the Review Period, either party shall have the right to refer such dispute to an independent nationally recognized accounting firm, that is not currently servicing or expected to service Buyer, Seller or any of their Affiliates, that is mutually agreed upon by Xxxxx and Seller Securityholders’ Agent (such firm, or and any successor thereto, being referred to herein as the “Designated Accounting Firm”) after ), and such twentieth (20th) dayAccounting Firm shall be directed by Parent and the Securityholders’ Agent to resolve the unresolved objections in accordance with the immediately following sentence. In connection with the resolution of any such dispute by the Designated Accounting Firm: (iA) each of Seller Parent and Buyer the Securityholders’ Agent shall have a reasonable opportunity to submit a written statement to meet with the Designated Accounting Firm to provide its their views as to any disputed issues with respect to the calculation of any of the Net Working Capital Amount and the Closing Net Working Capital Indebtedness Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment; (ii) each of Seller and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and (B) the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert shall determine the Net Working Capital Amount and not an arbitrator) to determine the Closing Net Working Capital Indebtedness Amount, Closing Cashas applicable, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute in accordance with the terms of this Agreement as promptly as reasonably practicable (and in any event, within thirty (30) days after such referral, of its engagement) and upon reaching such determination shall deliver a copy of its calculations (the “Expert Calculations”) to Seller the Securityholders’ Agent and Buyer; Parent and (vC) absent manifest error, bias or actual fraud, the determination made by the Designated Accounting Firm of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute shall be conclusive, binding upon the parties hereto, non-appealable, Amount and not be subject to further review; (vi) in calculating the Closing Net Indebtedness Amount, as applicable, shall be final and binding on Parent, the Surviving Corporation, the Securityholders’ Agent and the Effective Time Holders for purposes of this Section 1.10, absent manifest error. In calculating the Net Working Capital Amount and the Closing Net Indebtedness Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Paymentas applicable, the Designated Accounting Firm (x) shall be limited to addressing only those the particular disputed items disputes referred to in the Dispute Notice; Notice and (viiy) for each component of the Net Working Capital Amount and the Closing Net Indebtedness Amount, as applicable, such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by Buyer in the Closing Statement Securityholders’ Agent or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may beParent, and no lower less than the lower amount calculated by Buyer in the Closing Statement Securityholders’ Agent or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount)Parent, as the case may be. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount and the Closing Net Indebtedness Amount, Closing Cashas applicable, Closing Indebtedness, Transaction Expenses, the Purchase Price, or Earn-Out Payment reflected therein and the Closing Net Working Capital Amount and the Closing Net Indebtedness Amount, Closing Cashas applicable, Closing Indebtedness, Transaction Expenses or Purchase Price set forth in the Parent Closing Statement or Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableBalance Sheet and Parent Closing Date Schedule. The fees and expenses of the Designated Accounting Firm shall be allocated between Buyerpaid by the prevailing party and non-prevailing party, as determined by the Accounting Firm, in inverse proportion with the extent to which the prevailing party prevails on an aggregate basis based on the one hand, and Seller, on the other hand, based upon the percentage which the portion relative dollar values of the contested amount not awarded to each party bears to the amount actually contested by such party. Until the date on which the Earn-Out Payment and Earn-Out Milestone Statement shall become final and binding on the parties, Buyer shall cause the Group Companies to preserve the accounting books and records of the Group Companies on which the Earn-Out Milestone Statement is to be based and shall not take any actions with respect to such books and records that would obstruct or prevent the procedures set forth amounts in this Section 2.5 and Section 2.6dispute.

Review; Disputes. (a) From and after the ClosingEffective Date, Buyer shall provide Seller Sellers Representative and any accountants or advisors retained by Seller its representatives with reasonable access to the Records books, records, work papers and other relevant materials of the Group Companies Acquired Companies, and the relevant personnel, accountants, advisors and other representatives, for the purpose purposes of enabling Seller Sellers Representative and its accountants and advisors to calculate, and representatives to review and discuss Buyer’s calculation ofof the Closing Cash, the Closing Company Indebtedness, Company Transaction Expenses and Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, and the Earn-Out Payment; provided, however, that such reasonable access shall be (i) at Seller’s sole cost and expense, (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with the normal business operations of Buyer, any of the Group Companies, or their respective Affiliates. (b) If Seller Sellers Representative disputes the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price item set forth in the Closing Statement or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableDate Schedule, then Seller Sellers Representative shall deliver a written notice (a “Dispute Notice”) to Buyer at any time during the forty30-five (45) day period commencing upon receipt by Seller Sellers Representative of the Closing Statement or Balance Sheet and the Earn-Out Milestone StatementClosing Date Schedule, all as applicable prepared by Buyer in accordance with the requirements of Section 1.5 (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detail. (c) If Seller Sellers Representative does not deliver a Dispute Notice to Buyer prior to the expiration of the Review Period, XxxxxBuyer’s calculation of the Closing Cash, Closing Company Indebtedness, Company Transaction Expenses and Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price Amount set forth in the Closing Statement, or of the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, Date Schedule shall be deemed final and binding on Buyer and Sellers for all purposes of this Agreement. (d) If Seller Sellers Representative delivers a Dispute Notice to Buyer prior to the expiration of the Review Period, then Seller Sellers Representative and Buyer shall use commercially reasonable efforts to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are disputed calculations set forth in disputesuch Dispute Notice. If Seller Sellers Representative and Buyer are unable to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Date Schedule within twenty (20) 30 days after the end of the Review Period, either party Party shall have the right to refer such dispute after such 30th day to an independent nationally Ernst & Young, or if Ernst & Young is unable or unwilling to serve, to another nationally-recognized accounting firm, that is not currently servicing or expected to service Buyer, Seller or any of their Affiliates, that is financial firm mutually agreed upon by Xxxxx between Buyer and Seller Sellers Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such twentieth (20th) day). In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Seller Buyer and Buyer Sellers Representative shall have a reasonable opportunity to submit to the Firm a written statement to the Designated Accounting Firm to provide its of their views as to any disputed issues with respect to the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment; (ii) each of Seller and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute in accordance with the terms of this Agreement within thirty (30) days after such referral, and upon reaching such determination shall deliver a copy of its calculations (the “Expert Calculations”) to Seller and Buyer; (v) absent manifest error, bias or actual fraud, the determination made by the Designated Accounting Firm of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute shall be conclusive, binding upon the parties hereto, non-appealable, and not be subject to further review; (vi) in calculating the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment, the Designated Accounting Firm shall be limited to addressing only those particular disputed items referred to in the Dispute Notice; and (vii) such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be, and no lower than the lower amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, the Purchase Price, or Earn-Out Payment reflected therein and the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses or Purchase Price set forth in the Closing Statement or Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicable. The fees and expenses of the Designated Accounting Firm shall be allocated between Buyer, on the one hand, and Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. Until the date on which the Earn-Out Payment and Earn-Out Milestone Statement shall become final and binding on the parties, Buyer shall cause the Group Companies to preserve the accounting books and records of the Group Companies on which the Earn-Out Milestone Statement is to be based and shall not take any actions with respect to such books and records that would obstruct or prevent the procedures set forth in this Section 2.5 and Section 2.6.,

Review; Disputes. (a) From If the difference between the Holdback Amount and after the ClosingPost-Closing Estimated Adjustment Amount is greater than $500,000, Buyer shall provide Seller and any accountants or advisors retained by Seller with reasonable access Parent must submit a letter to Sellers' Representative, at the same time that Parent submits the Post-Closing Estimated Adjustment Amount, detailing Parent's differences to the Records Company's calculation of the Group Companies for Holdback Amount. (To the purpose extent that any portion of enabling Seller and its accountants and advisors to calculatethe Holdback Amount is not in dispute, and to review Buyer’s calculation of, the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, and the Earn-Out Payment; provided, however, that such reasonable access amount shall be (i) at Seller’s sole cost and expense, (ii) granted upon reasonable prior notice and during normal disbursed to the parties entitled to receive the same no later than the second business hours, and (iii) conducted in a manner that does not interfere with the normal business operations of Buyer, any day following Parent's delivery of the Group Companiesschedule reflecting the Post-Closing Estimated Adjustment Amount.) Upon receipt thereof, or their respective Affiliates. (b) If Seller disputes the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses Sellers' Representative and Purchase Price set forth in the Closing Statement or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicable, then Seller shall deliver a written notice (a “Dispute Notice”) to Buyer at any time during the forty-five (45) day period commencing upon receipt by Seller of the Closing Statement or the Earn-Out Milestone Statement, as applicable (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detail. (c) If Seller does not deliver a Dispute Notice to Buyer prior to the expiration of the Review Period, Xxxxx’s calculation of Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price set forth in the Closing Statement, or of the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, shall be deemed final and binding for all purposes of this Agreement. (d) If Seller delivers a Dispute Notice to Buyer prior to the expiration of the Review Period, then Seller and Buyer Parent shall use commercially reasonable efforts Commercially Reasonable Efforts to reach agreement on the calculation of the Post-Closing Net Working Capital Estimated Adjustment Amount. For these purposes, Sellers' Representative shall have the right to communicate with, and to review the work papers, schedules, memoranda, and other documents that Parent prepared or reviewed in determining the Post-Closing Cash, Estimated Adjustment Amount and concurrently shall have access to all books and records to the extent Sellers' Representative reasonably requires them to complete its review of Parent's calculation of the Post-Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in disputeEstimated Adjustment Amount. If Seller Sellers' Representative and Buyer Parent are unable to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute within twenty (20) 30 days after the end date Sellers' Representative received Parent's calculation of the Review PeriodPost-Closing Estimated Adjustment Amount, either party Party shall have the right to refer such dispute matter to an independent nationally recognized accounting firm, that is not currently servicing the Neutral Accounting Firm on or expected prior to service Buyer, Seller or any of their Affiliates, that is mutually agreed upon by Xxxxx and Seller (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such twentieth (20th) 30th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Seller and Buyer shall have a reasonable opportunity to submit a written statement to the Designated Accounting Firm to provide its views as to any disputed issues with respect to the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment; (ii) each of Seller and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated The Neutral Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the actual Post-Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute in accordance with the terms Estimated Adjustment Amount within 30 days of this Agreement within thirty (30) days after such referral, and upon reaching such determination shall deliver a copy of its calculations (the “Expert Calculations”) to Seller be final and Buyer; (v) absent manifest error, bias or actual fraud, the determination made by the Designated Accounting Firm of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute shall be conclusive, binding upon the parties hereto, non-appealable, and not be subject to further review; (vi) in calculating the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment, the Designated Accounting Firm shall be limited to addressing only those particular disputed items referred to in the Dispute Notice; and (vii) such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be, and no lower than the lower amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, the Purchase Price, or Earn-Out Payment reflected therein on Parent and the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses or Purchase Price set forth in the Closing Statement or Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableSecurity Holders for all purposes of this Agreement. The fees and expenses of the Designated Neutral Accounting Firm shall be allocated paid by Parent if the Neutral Accounting Firm determines that the difference between Buyer, on the one handHoldback Amount and the Post-Closing Estimated Adjusted Amount is less than $500,000, and Seller, on the other hand, based upon the percentage which the portion shall be paid out of the contested General Indemnity Escrow Account if the difference is more than $500,000. The amount not awarded to each party bears to determined in accordance with SECTION 2.14(c)(i) or SECTION 2.14(c)(ii), as applicable, is the amount actually contested by such party. Until the date on which the Earn-Out Payment and Earn-Out Milestone Statement shall become final and binding on the parties, Buyer shall cause the Group Companies to preserve the accounting books and records of the Group Companies on which the Earn-Out Milestone Statement is to be based and shall not take any actions with respect to such books and records that would obstruct or prevent the procedures set forth in this Section 2.5 and Section 2.6"CONCLUSIVE ADJUSTMENT AMOUNT."

Review; Disputes. (ai) From and after the Closingdelivery of the Closing Date Schedule, Buyer Parent shall cause the Surviving Company to provide Seller the Equityholders Representative and any accountants or advisors retained by Seller the Equityholders Representative with reasonable access (including electronic deliveries) to the Records books and records of the Group Companies Surviving Company during normal business hours for the purpose of purposes of: (A) enabling Seller the Equityholders Representative and its accountants and advisors to calculate, and to review Buyerthe Surviving Company’s calculation of, Closing Debt, Closing Net Working Capital Amount and Unpaid Company Transaction Expenses; and (B) identifying any dispute related to the calculation of any of Closing Debt, Closing Net Working Capital Amount and Unpaid Company Transaction Expenses in the Closing Date Schedule. (ii) If the Equityholders Representative disputes the calculation of any of Closing Debt, Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, and the Earn-Out Payment; provided, however, that such reasonable access shall be (i) at Seller’s sole cost and expense, (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with the normal business operations of Buyer, any of the Group Companies, or their respective Affiliates. (b) If Seller disputes the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Unpaid Company Transaction Expenses and Purchase Price set forth in the Closing Statement or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableDate Schedule, then Seller the Equityholders Representative shall deliver a written notice (a “Dispute Notice”) to Buyer Parent at any time during the forty30-five (45) day period commencing upon receipt by Seller the Equityholders Representative of the Closing Statement or Date Schedule (as prepared by the Earn-Out Milestone StatementSurviving Company in accordance with the requirements of Section 2.7(b)), as applicable (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth the basis and amount for the each dispute of any such calculation in reasonable detaildetail together with relating supporting documentation and calculations, as well as the alternative calculation with respect to each of the components of the Closing Date Schedule. (ciii) If Seller the Equityholders Representative does not deliver a Dispute Notice to Buyer the Surviving Company prior to the expiration of the Review Period, XxxxxParent’s calculation of Closing Debt, Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Amount and Unpaid Company Transaction Expenses and Purchase Price set forth in the Closing Statement, or of the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, Date Schedule shall be deemed final and binding on Parent, the Surviving Company, the Equityholders Representative and the Equityholders for all purposes of this Agreement. (div) If Seller the Equityholders Representative delivers a Dispute Notice to Buyer Parent prior to the expiration of the Review Period, then Seller the Equityholders Representative and Buyer Parent shall use commercially reasonable efforts negotiate in good faith to reach agreement on Closing Debt, Closing Net Working Capital Amount and Unpaid Company Transaction Expenses. Notwithstanding anything in this Agreement to the contrary (including in Section 10.11), if the Equityholders Representative and Parent are unable to reach agreement on Closing Debt, Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, and Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute. If Seller and Buyer are unable to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Expenses within twenty thirty (2030) days after the end of the Review Period, Period either party Party shall have the right to refer such dispute to an EisnerAmper LLP, or if EisnerAmper LLP declines to serve, such other nationally or regionally recognized independent nationally recognized accounting firm, that is not currently servicing or expected to service Buyer, Seller or any of their Affiliates, firm that is mutually agreed upon in writing by Xxxxx Xxxxxx and Seller the Equityholders Representative, (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) for resolution after such twentieth (20th) day30-day period, provided, that the Parties may mutually agree in writing to extend such period before the dispute is referred to the Accounting Firm. In connection with the resolution of any such dispute by the Designated Accounting Firm: (iA) each of Seller Parent and Buyer the Equityholders Representative shall have a reasonable opportunity to submit a written statement to meet with the Designated Accounting Firm; (B) the Accounting Firm to provide its views as to any disputed issues with respect to the calculation of any of the shall determine Closing Debt, Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Amount and Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment; (ii) each of Seller and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Expenses in accordance with the terms of this Agreement (and, for the avoidance of doubt, such determination shall be made strictly in accordance with the policies, conventions, methodologies and procedures used by the Company in preparing its most recent unaudited Company Financial Statements to the extent consistent with GAAP) within thirty (30) days after of such referral, referral and upon reaching such determination shall deliver a copy of its calculations (the “Expert CalculationsDetermination”) to Seller the Equityholders Representative and BuyerParent; and (vC) absent manifest error, bias or actual fraud, the determination Determination made by the Designated Accounting Firm of the Closing Debt, Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Amount and Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Expenses shall be conclusivefinal and binding on Parent, binding upon the parties heretoSurviving Company, non-appealablethe Equityholders Representative and the Equityholders for all purposes of this Section 2.7 (but not, and not be subject to further review; (vi) in for the avoidance of doubt, for purposes of Section 9.2(a)(vi)), absent manifest error. In calculating the Closing Debt, Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Amount and Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment, (x) the Designated Accounting Firm shall be limited to addressing only those any particular disputed items disputes referred to in the Dispute Notice; Notice and (viiy) each such calculation shall, with respect to any disputed item, amount shall be no greater than the higher corresponding amount calculated by Buyer in the Closing Statement Equityholders Representative or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be, Parent and no lower than the lower corresponding amount calculated by Buyer in the Closing Statement Equityholders Representative or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may beParent. The Expert Calculations Determination shall reflect in detail the differences, if any, between the Closing Debt, Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Amount and Unpaid Company Transaction Expenses, the Purchase Price, or Earn-Out Payment Expenses reflected therein and the Closing Debt, Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Amount and Unpaid Company Transaction Expenses or Purchase Price set forth in the Closing Statement or Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableDate Schedule. The fees and expenses of the Designated Accounting Firm shall be allocated between Buyer, borne by Parent and the Equityholders Representative (on the one hand, and Seller, on the other hand, based upon the percentage which the portion behalf of the contested amount not awarded Equityholders) in proportion to how close each party bears Party’s position was to the amount actually contested by such party. Until the date on which the Earn-Out Payment and Earn-Out Milestone Statement shall become final and binding on the parties, Buyer shall cause the Group Companies to preserve the accounting books and records Determination of the Group Companies on which the Earn-Out Milestone Statement is to be based and shall not take any actions with respect to such books and records that would obstruct or prevent the procedures set forth in this Section 2.5 and Section 2.6Accounting Firm.

Review; Disputes. (a) From and after Section 2.6.2.1 If the Closing, Buyer shall provide Seller and any accountants or advisors retained by Seller with reasonable access to the Records of the Group Companies for the purpose of enabling Seller and its accountants and advisors to calculate, and to review Buyer’s calculation of, the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, and the Earn-Out Payment; provided, however, that such reasonable access shall be (i) at Seller’s sole cost and expense, (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with the normal business operations of Buyer, any of the Group Companies, or their respective Affiliates. (b) If Seller Stockholders’ Agent disputes the calculation of any of the Closing Net Working Capital Amount, Closing Cash, the Closing IndebtednessA/R, the Closing A/P and the Closing Transaction Expenses and Purchase Price set forth in the Closing Statement or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableBalance Sheet, then Seller the Stockholders’ Agent shall deliver a written notice (a “Dispute Notice”) to Buyer at any time Parent during the forty10-five (45) day period commencing upon receipt delivery by Seller the Company to the Stockholders’ Agent of the Closing Statement or the Earn-Out Milestone Statement, as applicable Balance Sheet (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth the principal basis for the dispute for each disputed item of any such calculation in reasonable detailcalculation. (c) Section 2.6.2.2 If Seller the Stockholders’ Agent does not deliver a Dispute Notice to Buyer Parent prior to the expiration of the Review Period, Xxxxx’s the calculation of Closing Net Working Capital Amount, each of the Closing Cash, the Closing IndebtednessA/R, the Closing A/P and the Closing Transaction Expenses and Purchase Price set forth in the Closing Statement, or of the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, Balance Sheet shall be deemed final and binding on Parent, the Company, the Stockholders’ Agent and each of the other former stockholders and optionholders of the Company for all purposes of this Agreement. (d) Section 2.6.2.3 If Seller the Stockholders’ Agent delivers a Dispute Notice to Buyer Parent prior to the expiration of the Review Period, then Seller the Stockholders’ Agent and Buyer Parent shall use commercially reasonable efforts to reach agreement on the Closing Net Working Capital Amount, such disputed amount of Closing Cash, Closing IndebtednessA/R, Closing A/P and/or Closing Transaction Expenses, Purchase Price, or Earn-Out Payment that are in disputeas applicable. If Seller the Stockholders’ Agent and Buyer Parent are unable to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are amount(s) in dispute within twenty (20) 10 days after the end of the Review Period, either party shall have the right to refer such dispute to an independent nationally recognized accounting firm, that is not currently servicing or expected to service Buyer, Seller or any of their Affiliates, that is mutually agreed upon by Xxxxx and Seller Ernst & Young LLP (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after during the period commencing on such twentieth tenth day and ending sixty (20th60) daydays afterward. In connection with the resolution of any such dispute by the Designated Accounting Firm: (iA) each of Seller the Stockholders’ Agent and Buyer Parent shall have a reasonable opportunity to submit a written statement to meet with the Designated Accounting Firm to provide its their views as to any disputed issues with respect to the calculation of any of the Closing Net Working Capital Amount, Closing Cash, the Closing IndebtednessA/R, the Closing A/P and/or the Closing Transaction Expenses, Purchase Price, or Earn-Out PaymentExpenses identified as under dispute in the Dispute Notice; (iiB) each of Seller and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Working Capital Amount, Closing Cash, the Closing IndebtednessA/R, the Closing A/P and/or the Closing Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute in accordance with the terms as applicable within 20 days of this Agreement within thirty (30) days after such referral, and upon reaching such determination shall deliver a copy of its calculations (the “Expert Calculations”) to Seller the Stockholders’ Agent, Parent and Buyerthe Escrow Agent; and (vC) absent manifest error, bias or actual fraudthe determination of the disputed Closing Cash, the determination Closing A/R, the Closing A/P and/or the Closing Transaction Expenses made by the Designated Accounting Firm of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute shall be conclusive, binding upon the parties heretoparties, non-appealablenonappealable, and not be subject to further review; (vi) in , and shall be considered a final arbitration award that is enforceable pursuant to the terms of the Federal Arbitration Act. In calculating the Closing Net Working Capital Amount, disputed Closing Cash, the Closing IndebtednessA/R, the Closing A/P and/or the Closing Transaction Expenses, Purchase Price, or Earn-Out Payment, (1) the Designated Accounting Firm shall be limited to addressing only those particular disputed items referred to in the Dispute Notice; , and (vii2) such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by Buyer in the Closing Statement Company or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount)Stockholders’ Agent, as the case may be, and no lower than the lower amount calculated by Buyer in the Closing Statement Company or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount)Stockholders’ Agent, as the case may be. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount, Closing Cash, the Closing Indebtedness, Transaction ExpensesA/R, the Purchase Price, or Earn-Out Payment Closing A/P and/or the Closing Transaction Expenses as identified in the Dispute Notice reflected therein and the Closing Net Working Capital Amount, Closing Cash, the Closing IndebtednessA/R, the Closing A/P and/or the Closing Transaction Expenses or Purchase Price as identified in the Dispute Notice set forth in the Closing Statement or Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableBalance Sheet. The fees and expenses of the Designated Accounting Firm shall be allocated between Buyer, on borne equally by Parent and the one hand, former stockholders and Seller, on the other hand, based upon the percentage which the portion optionholders of the contested amount not awarded Company, which fees and expenses shall be deducted from the Adjustment Escrow Fund prior to each party bears making any payments to the amount actually contested by such party. Until the date on which the Earn-Out Payment former stockholders and Earn-Out Milestone Statement shall become final and binding on the parties, Buyer shall cause the Group Companies optionholders pursuant to preserve the accounting books and records of the Group Companies on which the Earn-Out Milestone Statement is to be based and shall not take any actions with respect to such books and records that would obstruct or prevent the procedures set forth in this Section 2.5 and Section 2.62.6.3.

Review; Disputes. (ai) From After receipt by Seller of the Closing Date Schedule and after the Closingrelated certificate of Buyer, Seller shall have thirty (30) days to review Buyer’s calculation of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness and Company Transaction Expenses (the “Review Period”). During the Review Period, Buyer and the Company shall provide Seller and any accountants or advisors retained by Seller with reasonable access (during normal business hours and without substantial interference to the Records operations of the Group Companies Company) to the books and records and personnel of the Company for the purpose of enabling Seller and its accountants and advisors to calculate, and to review Buyer’s calculation of, the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Indebtedness and Company Transaction Expenses, Purchase Price, and the Earn-Out Payment; provided, howeverprovided further, that Buyer may delay the foregoing access as a result of any restrictions or limitations imposed on or reasonably taken by the Company due to Disruptive Circumstances, in which case the Review Period will be extended by such reasonable number of days as the foregoing access shall be (i) at Seller’s sole cost and expense, was so delayed. (ii) granted upon reasonable On or prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with to the normal business operations of Buyer, any last day of the Group CompaniesReview Period, or their respective Affiliates. (b) If Seller disputes may dispute the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Indebtedness or Company Transaction Expenses and Purchase Price set forth in the Closing Statement or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicable, then Seller shall deliver Date Schedule by delivering a written notice (a “Dispute Notice”) to Buyer at any time during the forty-five (45) day period commencing upon receipt by Seller of the Closing Statement or the Earn-Out Milestone Statement, as applicable (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such requestBuyer. The Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detaildetail and, if practicable, Seller’s calculation of each disputed amount. (ciii) If Seller does not deliver a Dispute Notice to Buyer prior to the expiration of the Review Period, XxxxxBuyer’s calculation of Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Indebtedness and/or Company Transaction Expenses and Purchase Price set forth in the Closing Statement, or of the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, Date Schedule shall be deemed final and binding on Buyer, Seller, and each Selling Shareholder for all purposes of this Agreement. (div) If Seller delivers a Dispute Notice to Buyer prior to the expiration of the Review Period, then Seller and Buyer shall use commercially reasonable efforts to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Indebtedness and/or Company Transaction Expenses, Purchase Price, or Earn-Out Payment Expenses that are in dispute, within thirty (30) days after the receipt of the Dispute Notice (the “Resolution Period”), and if the same are so resolved within the Resolution Period, the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness and/or Company Transaction Expenses, with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding. If Seller and Buyer are unable to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Indebtedness and/or Company Transaction Expenses, Purchase Price, or Earn-Out Payment Expenses that are in dispute within twenty (20) days after the end of the Review Resolution Period, either party shall have the right to refer such dispute to an independent nationally recognized accounting firm, that is not currently servicing or expected to service Buyer, Seller or any of their Affiliates, firm that is mutually agreed upon by Xxxxx Buyer and Seller (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such twentieth (20th) day). In connection with the resolution of any such dispute by the Designated Accounting Firm: (iA) each of Seller and Buyer shall have a reasonable opportunity to submit a written statement to meet with the Designated Accounting Firm to provide its views as to any disputed issues with respect to the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Indebtedness and/or Company Transaction Expenses; provided, Purchase Pricethat none of Seller, Buyer, or Earn-Out Paymentany of their respective Affiliates or Representatives shall have any ex parte communications or meetings with the Designated Accounting Firm regarding the subject matter hereof without the other party’s prior written consent; (iiB) each of Seller and Buyer shall promptly provide, or cause to be provided or made availableprovided, to the Designated Accounting Firm all information and make available documents, communications and the personnel of Seller, Company and Buyer and their respective Affiliates, in each case, as is are reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree provided, however, that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting act only as an expert and not as an arbitrator; (C) to the Designated Accounting Firm shall determine the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Indebtedness and/or Company Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Expenses in accordance with the terms of this Agreement within thirty (30) days after such referral, and upon reaching such determination shall deliver a copy of its calculations (the “Expert Calculations”) to Seller and Buyer; and (vD) absent manifest error, bias or actual fraud, the determination made by the Designated Accounting Firm of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Indebtedness and/or Company Transaction Expenses, Purchase Price, or Earn-Out Payment Expenses that are in dispute shall shall, absent manifest error, be conclusive, binding upon the parties heretoParties, non-appealablenonappealable, and not be subject to further review; (vi) , and may be enforced in any court of competent jurisdiction as such. In calculating the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Indebtedness and Company Transaction Expenses, Purchase Price, or Earn-Out Payment, the Designated Accounting Firm Firm: (1) shall be limited to addressing only those particular disputed items referred to in the Dispute NoticeNotice and will have no authority to make any adjustments to any financial statements or amounts other than any items on the Dispute Notice which Buyer and Seller dispute; and (vii2) such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount)Seller, as the case may be, and no lower than the lower amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount)Seller, as the case may be. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Indebtedness and/or Company Transaction Expenses, the Purchase Price, or Earn-Out Payment Expenses reflected therein and the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Indebtedness and/or Company Transaction Expenses or Purchase Price set forth in the Closing Statement or Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableDate Schedule. The fees and expenses of the Designated Accounting Firm shall be allocated between Buyer, on the one hand, and Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. Until the date on which the Earn-Out Payment and Earn-Out Milestone Statement If Seller shall become final and binding on the partiesbe required to pay any such fees or expenses, Buyer such fees or expenses shall cause the Group Companies to preserve the accounting books and records of the Group Companies on which the Earn-Out Milestone Statement is to be based and shall not take any actions paid out in accordance with respect to such books and records that would obstruct or prevent the procedures set forth in this Section 2.5 and Section 2.62.4(e).

Review; Disputes. (ai) From The Buyer and the Seller shall, and shall cause their respective Representatives to, cooperate and assist in the preparation of the Closing Date Schedule, the Indebtedness Schedule and the calculations of the Closing Net Working Capital Amount and the Closing Deadband Exceptions, and in the conduct of the review referred to in Section 3.2(b) and this Section 3.2(c). Without limiting the foregoing, from and after the ClosingClosing until the end of the Review Period, the Buyer shall provide the Seller and any accountants or advisors retained by Seller its Representatives with reasonable full access to the Records books, records and employees of the Group Companies Buyer and its Subsidiaries, including any applicable Documentary Materials and any related work papers of Representatives of Buyer, upon reasonable notice and during regular business hours for the purpose purposes of enabling the Seller and its accountants and advisors Representatives to calculate, and to review the Buyer’s calculation calculations of, the Closing Net Working Capital Amount, Amount and the Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase PriceDeadband Exceptions, and to review Buyer’s preparation of the Earn-Out Payment; provided, however, that such reasonable access shall be (i) at Seller’s sole cost Closing Date Schedule and expense, the Indebtedness Schedule. (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with If the normal business operations of Buyer, any of the Group Companies, or their respective Affiliates. (b) If Seller disputes the calculation preparation of the Closing Date Schedule or the Indebtedness Schedule, the determination of any item shown thereon on, or the omission of any item therefrom, or the calculations of the Closing Net Working Capital Amount, the Closing Cash, Deadband Exceptions or Closing Indebtedness, Transaction Expenses and Purchase Price set forth in then the Closing Statement or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicable, then Seller shall deliver a written notice disagreeing with the preparation of the Closing Date Schedule or the Indebtedness Schedule and/or the calculations of the Closing Net Working Capital Amount or the Closing Deadband Exceptions and setting forth the Seller’s disagreement with respect thereto (a “Dispute Notice”) to the Buyer at any time during the forty-five thirty (4530) day period commencing upon receipt by the Seller of the Closing Statement or Date Schedule and the Earn-Out Milestone StatementIndebtedness Schedule and the related certificate from the Buyer, all as applicable prepared by the Buyer in accordance with the requirements of Section 3.2(b) (with such thirty (30) day period subject to extension for any failure by Buyer to provide access to Seller and its Representatives in accordance with Section 3.2(c)(i), the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth the basis for the dispute of any such calculation relating calculation, to the extent applicable, in reasonable detail. (ciii) If the Seller does not deliver a Dispute Notice to the Buyer prior to the expiration of the Review Period, Xxxxxthe Closing Date Schedule and the Indebtedness Schedule as delivered by the Buyer and the Buyer’s calculation calculations of the Closing Net Working Capital Amount, the Closing Cash, Deadband Exceptions and the Closing Indebtedness, Transaction Expenses and Purchase Price Indebtedness set forth in the Closing Statement, or of Date Schedule and the Earn-Out Payment as set forth in the Earn-Out Milestone StatementIndebtedness Schedule, as applicablethe case may be, shall be deemed final and binding on the Selling Entities and Buyer for all purposes of this Agreementpurposes, except to the extent otherwise agreed in writing by Seller and Buyer. (div) If the Seller delivers a Dispute Notice to the Buyer prior to the expiration of the Review Period, then the Seller and the Buyer shall use commercially reasonable efforts to reach agreement on the Closing Date Schedule, the Indebtedness Schedule and the Closing Net Working Capital Amount, the Closing Cash, Deadband Exceptions and Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are and all such discussions related thereto will be governed by Rule 408 of the Federal Rules of Evidence (as in disputeeffect as of the date of any such discussions) and any applicable similar state rule. If the Seller and the Buyer are unable to reach agreement on the Closing Date Schedule, the Indebtedness Schedule, the Closing Net Working Capital Amount, the Closing Cash, Deadband Exceptions or Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Indebtedness within twenty thirty (2030) days after the end of the Review Perioddelivery of the Dispute Notice, either party the Seller and the Buyer shall have the right to engage, refer such dispute to and execute a customary engagement letter with Alix Partners, or, in the event Alix Partners declines to accept engagement hereunder, such other nationally recognized certified public accounting firm as is reasonably acceptable to the Parties (the “Accountant”) for resolution and (A) such resolution shall be based solely on written materials submitted by the Parties and in accordance with this Agreement (i.e., not on the basis of an independent nationally recognized accounting firmreview) and acting only as an expert and not as an arbitrator; provided that upon request from the Accountant, that is not currently servicing or expected to service Buyer, Seller or any of their Affiliates, that is as mutually agreed upon by Xxxxx and Seller (such firmthe Parties in writing, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such twentieth (20th) day. In connection Parties may meet with the resolution Accountant so long as representatives of both Parties are present (including by telephone) at such meeting and the Accountant may consider any oral submissions made at such dispute by meeting in making its determination, (B) the Designated Accounting Firm: Accountant shall (iand the Parties shall instruct the Accountant to) each of Seller and Buyer shall have a reasonable opportunity to submit a written statement to determine the Designated Accounting Firm to provide its views as to any disputed issues with respect to final Closing Date Schedule, the calculation of any of Indebtedness Schedule, the Closing Net Working Capital Amount, the Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment; (ii) each of Seller and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, Deadband Exceptions and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Indebtedness in accordance with the terms of this Agreement within thirty (30) days after of such referral, referral and upon reaching such determination shall deliver a copy of the its final calculations (the “Expert Calculations”) to Seller and Buyer; (v) absent manifest error, bias or actual fraud, the determination made by the Designated Accounting Firm of the Closing Net Working Capital Amount, the Closing CashDeadband Exceptions and Closing Indebtedness (the “Final Calculations”) to the Buyer and the Seller, and (C) the determination made by the Accountant of the Closing IndebtednessNet Working Capital Amount, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute the Closing Deadband Exceptions and Closing Indebtedness shall be conclusive, final and binding upon on the parties hereto, non-appealable, Selling Entities and not be subject to further review; (vi) in the Buyer for all purposes of this Agreement. In calculating the Closing Net Working Capital Amount, the Closing Cash, Deadband Exceptions and the Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment, the Designated Accounting Firm Accountant (x) shall be limited to addressing only those any particular disputed items disputes referred to in the Dispute Notice; Notice and (viiy) any such calculation of the Closing Net Working Capital Amount, the Closing Deadband Exceptions and Closing Indebtedness shall, with respect to any disputed item, be no greater than the higher amount calculated by Buyer in the Closing Statement Seller or Earn-Out Milestone Statementthe Buyer, as applicable, and no less than the lower amount calculated by the Seller or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount)Buyer, as the case may be, in each case as set forth in their respective deliveries pursuant to Section 3.2(b) and no lower than the lower amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amountSection 3.2(c)(ii), as the case may be. The Expert Final Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, the Purchase Price, or Earn-Out Payment Amount reflected therein and the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses or Purchase Price Amount set forth in the Closing Statement or Earn-Out Payment Date Schedule, between the Closing Deadband Exceptions reflected therein and the Closing Deadband Exceptions set forth in the Earn-Out Milestone Statement, as applicableClosing Date Schedule or between Closing Indebtedness reflected therein and Closing Indebtedness set forth on the Indebtedness Schedule. The fees and expenses Accountant will determine the allocation of the Designated Accounting Firm shall be allocated between Buyer, cost of its review and report based on the one hand, and Seller, on the other hand, based upon inverse of the percentage which the portion of the contested amount not awarded to each party its determination (before such allocation) bears to the total amount actually contested by such party. Until the date on which the Earn-Out Payment and Earn-Out Milestone Statement shall become final and binding on the parties, Buyer shall cause the Group Companies to preserve the accounting books and records of the Group Companies on which disputed portions of the Earn-Out Milestone Statement is Closing Net Working Capital Amount, the Closing Deadband Exceptions and the Closing Indebtedness as originally submitted to the Accountant. For example, should the disputed portions total in amount to $1,000 and the Accountant awards $600 in favor of the Seller’s position, 60% of the costs of its review would be based borne by the Buyer and shall not take any actions with respect to such books and records that 40% of the costs would obstruct or prevent be borne by the procedures set forth in this Section 2.5 and Section 2.6Seller.

Review; Disputes. (ai) From the Holders’ Representative’s receipt of the Closing Date Schedule until the final determination of the Closing Net Working Capital Amount, Closing Cash, Closing Debt, and after Transaction Expenses pursuant to this Section 1.4(c), the Closing, Buyer Surviving Corporation shall provide Seller the Holders’ Representative and any accountants or advisors retained by Seller the Holders’ Representative with reasonable access access, during normal business hours, after reasonable advance notice, to the Records relevant books and records of the Group Companies Surviving Corporation and other information reasonably relevant to the Closing Date Schedule and the calculation of the Closing Net Working Capital Amount, Closing Cash, Closing Debt, and Transaction Expenses reasonably requested by the Holders’ Representative, in each case for the purpose of purposes of: (A) enabling Seller the Holders’ Representative and its accountants and advisors to calculate, and to review Buyerthe Surviving Corporation’s Closing Date Schedule and the calculation of, the Closing Net Working Capital Amount, Closing Cash, Closing IndebtednessDebt, and Transaction Expenses, Purchase Price, and the Earn-Out Payment; provided, however, that such reasonable access shall be (i) at Seller’s sole cost and expense, (ii) granted upon reasonable prior notice and during normal business hours, and (iiiB) conducted in a manner that does not interfere with identifying any dispute related to the normal business operations of Buyer, any of the Group Companies, or their respective Affiliates. (b) If Seller disputes Closing Date Schedule and the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and Transaction Expenses Expenses. The fees and Purchase Price expenses of any such accountants and advisors retained by the Holders’ Representative shall be paid by the Holders’ Representative (on behalf of the Converting Holders). (ii) If the Holders’ Representative disputes any items set forth in on the Closing Statement Date Schedule or the Earn-Out Payment set forth in calculation of any of the Earn-Out Milestone StatementClosing Net Working Capital Amount, as applicableClosing Cash, Closing Debt and Transaction Expenses, then Seller the Holders’ Representative shall deliver a written notice (a “Dispute Notice”) to Buyer the Surviving Corporation and the Escrow Agent at any time during the forty-five thirty (4530) day period commencing upon receipt by Seller the Holders’ Representative of the Closing Statement or Date Schedule in accordance with the Earn-Out Milestone Statement, as applicable requirements of Section 1.4(b) (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth specify the amounts and calculations with which the Holders’ Representative disagrees in reasonable detail and the basis for any such dispute in reasonable detail and Holders’ Representative’s proposed change, and the dispute Dispute Notice shall only include good faith disagreements based on the calculation of any such calculation in reasonable detail. (c) If Seller does not deliver a Dispute Notice to Buyer prior to the expiration of the Review Period, Xxxxx’s calculation of Closing Net Working Capital Amount, Closing Cash, Closing IndebtednessDebt or Transaction Expenses not being calculated in accordance with the applicable provisions of this Agreement. (iii) If the Holders’ Representative does not deliver a Dispute Notice to the Surviving Corporation in accordance with Section 1.4(c)(ii) prior to the expiration of the Review Period, the Surviving Corporation’s calculation of the Closing Net Working Capital Amount, Closing Cash, Closing Debt and Transaction Expenses and Purchase Price the resulting Merger Consideration set forth in the Closing Statement, or of the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, Date Schedule shall be deemed final and binding on Parent, the Surviving Corporation, the Holders’ Representative and the Equityholders for all purposes of this Agreement. (div) If Seller the Holders’ Representative delivers a Dispute Notice to Buyer the Surviving Corporation prior to the expiration of the Review Period, then Seller the Holders’ Representative and Buyer the Surviving Corporation shall use commercially reasonable best efforts to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and Transaction Expenses, Purchase Price, or Earn-Out Payment that are Expenses in disputegood faith. If Seller the Holders’ Representative and Buyer the Surviving Corporation are unable to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Expenses within twenty thirty (2030) days after the end of the Review Period, either party the Holders’ Representative and the Surviving Corporation shall have the right to refer promptly mutually engage, and submit such dispute to an independent nationally recognized accounting firmto, that is not currently servicing or expected to service Buyer, Seller or any of their Affiliates, that is mutually agreed upon by Xxxxx and Seller PricewaterhouseCoopers LLP (such firm, or, if such firm is unable or any successor theretounwilling to act, such other nationally recognized public accounting firm as shall be agreed upon in writing by Parent and the Holders’ Representative, being referred to herein as the “Designated Accounting Firm”) after such twentieth (20th) day). In connection with the resolution of any such dispute by the Designated Accounting Firm: (iA) the Accounting Firm shall conduct a conference, at which conference each of Seller the Surviving Corporation and Buyer the Holders’ Representative shall have a reasonable opportunity the right to submit a present their respective positions and written statement to the Designated Accounting Firm to provide its views submissions as to any disputed issues with respect to the Closing Date Schedule and the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing IndebtednessDebt and Transaction Expenses and any additional information relating thereto and to have present their respective advisors, Transaction Expensescounsel and accountants, Purchase Price, or Earn-Out Payment; (iiB) each of Seller and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Expenses in accordance with the terms of this Agreement within thirty (30) days after of such referral, submission and upon reaching such determination shall deliver a copy of its calculations (the “Expert Calculations”) to Seller the Holders’ Representative, Surviving Corporation and Buyer; the Escrow Agent, and (vC) absent manifest error, bias or actual fraud, the determination made by the Designated Accounting Firm of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Expenses shall be conclusivefinal and binding on Parent, binding upon the parties heretoSurviving Corporation, non-appealablethe Holders’ Representative and the Equityholders for all purposes of this Agreement, and not be subject to further review; (vi) in absent manifest error. In calculating the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and Transaction Expenses, Purchase Price, or Earn-Out Payment, : (x) the Designated Accounting Firm shall be limited to addressing only those any particular disputed items disputes referred to in the Dispute Notice; and (viiy) such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by Buyer the Holders’ Representative as set forth in the Dispute Notice or the Surviving Corporation as set forth in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect Date Schedule delivered pursuant to the Earn-Out Milestone Statement, such Dispute Notice contains an amountSection 1.4(b), as the case may be, and no lower less than the lower amount calculated by Buyer the Holders’ Representative as set forth in the Dispute Notice or the Surviving Corporation as set forth in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect Date Schedule delivered pursuant to the Earn-Out Milestone Statement, such Dispute Notice contains an amountSection 1.4(b), as the case may be. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and Transaction Expenses, the Purchase Price, or Earn-Out Payment Expenses reflected therein and the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and Transaction Expenses or Purchase Price set forth in the Closing Statement or Earn-Out Payment set forth Date Schedule, as well as any related differences in the Earn-Out Milestone Statement, as applicableClosing Date Schedule. The fees and expenses of the Designated Accounting Firm shall be allocated between Buyerborne by Parent, on the one hand, and Sellerthe Converting Holders, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears in proportion to the amount actually contested by relative difference between such party. Until ’s position and the date on which determination of such Accounting Firm (and such allocation of fees shall be determined by the Earn-Out Payment and Earn-Out Milestone Statement shall become final and binding on the parties, Buyer shall cause the Group Companies to preserve the accounting books and records of the Group Companies on which the Earn-Out Milestone Statement is to be based and shall not take any actions Accounting Firm in accordance herewith) with respect to the disputed item (it being understood that any fees and expenses of the Accounting Firm payable by the Converting Holders shall be payable from the Adjustment Escrow Fund and, if any only if the Adjustment Escrow Fund is insufficient to pay such books fees and records that would obstruct or prevent expenses together with the procedures set forth in this Section 2.5 and Section 2.6Shortfall Amount, if any, the amount not paid from the Adjustment Escrow Fund shall be paid out of the Indemnity Escrow Fund).

Review; Disputes. (ai) From and after the Closing, Buyer the Purchaser shall provide Seller the Sellers and any accountants or advisors retained by Seller the Sellers with reasonable access to the Records books and records of the Group Companies Purchaser for the purpose of purposes of: (A) enabling Seller the Sellers and its their accountants and advisors to calculate, and to review Buyer’s the Purchaser's calculation of, the Closing Date Net Working Capital AmountLiabilities as of the First True-Up Date or Second True-Up Date pursuant to paragraphs (c) and (e), respectively, of this Section 1.03, as applicable; and (B) identifying any dispute related to the calculation of the Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, and the Earn-Out Payment; provided, however, that Date Net Liabilities as of such reasonable access shall be (i) at Seller’s sole cost and expense, dates. (ii) granted upon reasonable prior notice and during normal business hours, and If the Requisite Sellers (iiias defined herein) conducted in a manner that does not interfere with dispute the normal business operations of Buyer, any of the Group Companies, or their respective Affiliates. (b) If Seller disputes the Purchaser's calculation of any of the Closing Date Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price set forth in Liabilities as of either the Closing Statement First True-Up Date or the EarnSecond True-Out Payment set forth in the Earn-Out Milestone Statement, as applicableUp Date, then Seller the Requisite Sellers shall deliver a written notice (a “Dispute Notice”) to Buyer at any time the Purchaser during the forty21-five (45) day period commencing upon receipt by Seller the Sellers of the Closing Statement applicable certificate of the Purchaser's Chief Financial Officer, as prepared by the Purchaser in accordance with the requirements of paragraph (c) or the Earn-Out Milestone Statement(e) of this Section 1.03, as applicable (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth forth, in summary form, the principal basis for the dispute of any such calculation in reasonable detailcalculation. (ciii) If Seller does the Requite Sellers do not deliver a Dispute Notice to Buyer the Purchaser prior to the expiration of the Review Period, Xxxxx’s the Purchaser's calculation of the Closing Date Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price Liabilities set forth in the Closing Statement, or of the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, Purchaser's certificate shall be deemed final and binding on the Purchaser and the Sellers for all purposes of this Agreement. (div) If Seller delivers the Requisite Sellers deliver a Dispute Notice to Buyer the Purchaser prior to the expiration of the Review Period, then Seller the Requisite Sellers and Buyer the Purchaser shall use commercially reasonable efforts to reach agreement on the amount of the Closing Date Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in disputeLiabilities. If Seller the Requisite Sellers and Buyer the Purchaser are unable to reach agreement on the amount of the Closing Date Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Liabilities within twenty (20) 30 days after the end of the Review Period, either party shall have the right to refer such dispute to an independent nationally recognized the New York, New York office of a mutually acceptable regional or national accounting firm, firm that is not currently servicing or expected to service Buyer, Seller or affiliated with (and has not previously worked for any of their Affiliates, that is mutually agreed upon by Xxxxx and Seller the Sellers or Purchaser) (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such twentieth (20th) 30th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Seller the Purchaser and Buyer the Requisite Sellers shall have a reasonable opportunity to submit a written statement to meet with the Designated Accounting Firm to provide its their views as to any disputed issues with respect to the calculation of any of the Closing Date Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out PaymentLiabilities; (ii) each of Seller and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether determine the items in dispute were determined Closing Date Net Liabilities in accordance with the Accounting Principles, same principles used and applied in preparing the methodologies Closing Date Balance Sheet and as set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine in the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute in accordance with the terms Date Certificate within 30 days of this Agreement within thirty (30) days after such referral, referral and upon reaching such determination shall deliver a copy of its calculations (the “Expert Calculations”) to Seller the Sellers and Buyerthe Purchaser; and (viii) absent manifest error, bias or actual fraud, the determination of the Closing Date Net Liabilities made by the Designated Accounting Firm of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute shall be conclusivefinal and binding on the Purchaser and the Sellers for all purposes of this Agreement, binding upon the parties hereto, non-appealable, and not be subject to further review; (vi) in absent manifest error. In calculating the Closing Date Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out PaymentLiabilities, the Designated Accounting Firm shall be limited to addressing only those any particular disputed items disputes referred to in the Dispute Notice; and (vii) such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be, and no lower than the lower amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Date Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, the Purchase Price, or Earn-Out Payment Liabilities reflected therein and the Closing Date Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses or Purchase Price Liabilities set forth in the Closing Statement or Earn-Out Payment set forth in certificate of the Earn-Out Milestone Statement, as applicablePurchaser's Chief Financial Officer. The fees and expenses of the Designated Accounting Firm shall be allocated between Buyerborne equally by the Purchaser, on the one hand, and Sellerthe Requisite Sellers, on the other hand, pro rata based upon on the percentage which the portion relative number of Shares owned by each of the contested amount not awarded to each party bears Requisite Sellers without giving effect to the amount actually contested transactions contemplated by such party. Until the date on which the Earn-Out Payment and Earn-Out Milestone Statement shall become final and binding on the parties, Buyer shall cause the Group Companies to preserve the accounting books and records of the Group Companies on which the Earn-Out Milestone Statement is to be based and shall not take any actions with respect to such books and records that would obstruct or prevent the procedures set forth in this Section 2.5 and Section 2.6Agreement.

Review; Disputes. (ai) From and after During the ClosingReview Period, Buyer shall, and shall cause the Company to, provide to Seller and any accountants or advisors retained by Seller with reasonable access to the Records such books and records of the Group Companies Company to the extent they relate to the Closing Balance Sheet and the Closing Date Schedule for the purpose of purposes of: (A) enabling Seller and its accountants and advisors to calculate, and to review Buyerthe Company’s calculation of, the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses; and (B) identifying any dispute related to the calculation of any of the Closing Net Working Capital Amount, Purchase PriceClosing Cash, Closing Debt or the Unpaid Company Transaction Expenses. Any such review by Seller and the Earn-Out Payment; provided, however, that such reasonable access its respective accountants and advisors shall be (i) at Seller’s sole cost and expense, (ii) granted upon reasonable prior notice and conducted during normal business hourshours upon reasonable advance notice to Buyer, and (iii) conducted in a manner that does not interfere with under the normal business operations supervision of Buyer, ’s personnel. Seller shall be responsible for the fees and expenses of any of the Group Companies, or their respective Affiliatessuch accountants and advisors it retains for such purposes. (bii) If Seller disputes the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt or the Unpaid Company Transaction Expenses and Purchase Price set forth in the Closing Statement or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableDate Schedule, then Seller shall deliver a written notice (a “Dispute Notice”) to Buyer at any time during the forty-five (45) day 45)-day period commencing upon receipt by Seller of the Closing Statement or Balance Sheet, the Earn-Out Milestone StatementClosing Date Schedule and the related certificate of the Company’s Chief Financial Officer, all as applicable prepared by the Company in accordance with the requirements of Section 2.04(b) (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith. (ciii) If Seller does not deliver a Dispute Notice to Buyer prior to the expiration of the Review Period, Xxxxxthe Company’s calculation of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses and Purchase Price set forth in the Closing Statement, or of the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, Date Schedule shall be deemed final and binding on Buyer, the Company and Seller for all purposes of this Agreement. (div) If Seller delivers a Dispute Notice to Buyer prior to the expiration of the Review Period, then Seller and Buyer shall use commercially reasonable efforts to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute. If Seller and Buyer are unable to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing IndebtednessDebt, and the Unpaid Company Transaction Expenses, Purchase Price, or EarnExpenses within forty-Out Payment that are in dispute within twenty five (2045) days after the end following delivery of the Review PeriodDispute Notice, either party shall have the right to refer such dispute to an independent nationally recognized accounting firm, firm of international reputation that is not currently servicing or expected independent of Buyer and the Company and is reasonably acceptable to service Buyer, Seller or any of their Affiliates, that is mutually agreed upon by Xxxxx and Seller Buyer (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such twentieth forty-fifth (20th45th) day. In connection with the resolution of any such dispute by the Designated Accounting Firm: , (iA) each of Buyer and Seller and Buyer shall have a reasonable opportunity to submit a written statement to meet with the Designated Accounting Firm to provide its their views as to any disputed issues with respect to the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment; (iiB) each of Seller and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Expenses in accordance with the terms of this Agreement and using the policies, conventions, methodologies and procedures used by the Company in preparing the Financial Statements within thirty (30) days after of such referral, referral and upon reaching such determination shall deliver a copy of its calculations (the “Expert Calculations”) to Seller and Buyer; and (vC) absent manifest error, bias or actual fraud, the determination made by the Designated Accounting Firm of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Expenses shall be conclusivefinal and binding on Buyer, binding upon the parties heretoCompany and Seller for all purposes of this Agreement, non-appealable, and not be subject to further review; (vi) in absent manifest error. In calculating the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment, the Designated Accounting Firm (x) shall be limited to addressing only those any particular disputed items disputes referred to in the Dispute Notice; Notice and (viiy) such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by Buyer in Seller or the Closing Statement Company, and no less than the lower amount calculated by Seller or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount)Company, as the case may be, and no lower than the lower amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses, the Purchase Price, or Earn-Out Payment Expenses reflected therein and the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses or Purchase Price set forth in the Closing Statement or Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableDate Schedule. The fees and expenses of the Designated Accounting Firm shall be allocated between Buyerpaid by Seller, on the one hand, and Sellerby Buyer, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by such party. Until the date on which the Earn-Out Payment Seller and Earn-Out Milestone Statement shall become final and binding on the parties, Buyer shall cause the Group Companies to preserve the accounting books and records of the Group Companies on which the Earn-Out Milestone Statement is to be based and shall not take any actions with respect to such books and records that would obstruct or prevent the procedures set forth in this Section 2.5 and Section 2.6Buyer.

Review; Disputes. (ai) From and after the ClosingEffective Time, Buyer the Surviving Corporation shall provide Seller the Shareholders’ Representative and any accountants or advisors retained by Seller the Shareholders’ Representative upon reasonable notice and during normal business hours with reasonable full access to the Records books and records of the Group Companies Surviving Corporation for the purpose of purposes of: (A) enabling Seller the Shareholders’ Representative and its accountants and advisors to calculate, and to review Buyerthe Surviving Corporation’s calculation of, of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, and the Earn-Out Payment; provided, however, that such reasonable access shall be (i) at Seller’s sole cost and expense, (ii) granted upon reasonable prior notice and during normal business hours, Amount and (iiiB) conducted in a manner that does not interfere with the normal business operations of Buyer, identifying any of the Group Companies, or their respective Affiliates. (b) If Seller disputes dispute related to the calculation of any of the Closing Net Working Capital Amount, Amount in the Closing Cash, Closing Indebtedness, Transaction Expenses Date Schedule. The reasonable fees and Purchase Price expenses of any such accountants and advisors retained by the Shareholders’ Representative shall be paid by the Shareholders’ Representative from the Expense Fund. (ii) If the Shareholders’ Representative disputes the calculation of the Net Working Capital Amount set forth in the Closing Statement or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableDate Schedule, then Seller the Shareholders’ Representative shall deliver a written notice (a “Dispute Notice”) to Buyer the Surviving Corporation and the Escrow Agent at any time during the forty60-five (45) day period commencing upon receipt by Seller the Shareholders’ Representative of the Closing Statement or Balance Sheet, the Earn-Out Milestone StatementClosing Date Schedule and the related certificate of the Surviving Corporation’s Chief Financial Officer, all as applicable prepared by the Surviving Corporation in accordance with the requirements of Section 2.9(b) (subject to extension for any period of inadequate access to the underlying records) (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detail. (ciii) If Seller the Shareholders’ Representative does not deliver a Dispute Notice to Buyer the Surviving Corporation prior to the expiration of the Review Period, Xxxxxthe Surviving Corporation’s calculation of Closing the Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price Amount set forth in the Closing Statement, or of the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, Date Schedule shall be deemed final and binding on Parent, the Surviving Corporation and the Shareholders’ Representative for all purposes of this Agreement. (div) If Seller the Shareholders’ Representative delivers a Dispute Notice to Buyer the Surviving Corporation prior to the expiration of the Review Period, then Seller the Shareholders’ Representative and Buyer the Surviving Corporation shall use commercially reasonable efforts to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute. If Seller the Shareholders’ Representative and Buyer the Surviving Corporation are unable to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Amount within twenty (20) 30 days after the end of the Review Period, either party shall have the right to refer such dispute to an independent nationally recognized accounting firm, that is not currently servicing or expected to service Buyer, Seller or any of their Affiliates, that is mutually agreed upon by Xxxxx and Seller (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) Firm after such twentieth (20th) 30th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Seller the Surviving Corporation and Buyer the Shareholders’ Representative shall have a reasonable opportunity to submit a written statement to meet with the Designated Accounting Firm to provide its their views as to any disputed issues with respect to the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment; (ii) each of Seller and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Amount in accordance with the terms of this Agreement within thirty (30) 30 days after of such referral, referral and upon reaching such determination shall deliver a copy of its calculations (the “Expert Calculations”) to Seller the Shareholders’ Representative, Surviving Corporation and Buyerthe Escrow Agent; and (viii) absent manifest error, bias or actual fraud, the determination made by the Designated Accounting Firm of the Closing Net Working Capital Amount shall be final and binding on Parent, the Surviving Corporation, the Shareholders’ Representative and the Shareholders for all purposes of this Agreement, absent manifest error. In calculating the Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute shall be conclusive, binding upon the parties hereto, non-appealable, and not be subject to further review; (vi) in calculating the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment, the Designated Accounting Firm (i) shall be limited to addressing only those any particular disputed items disputes referred to in the Dispute Notice; Notice and (viiii) such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by Buyer in the Closing Statement Shareholders’ Representative or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may beSurviving Corporation, and no lower less than the lower amount calculated by Buyer in the Closing Statement Shareholders’ Representative or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount)Surviving Corporation, as the case may be. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, the Purchase Price, or Earn-Out Payment Amount reflected therein and the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses or Purchase Price Amount set forth in the Closing Statement or Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableDate Schedule. The fees and expenses of the Designated Accounting Firm shall be allocated between Buyer, on borne equally by the one hand, Surviving Corporation and Seller, on the other hand, based upon the percentage which the portion Shareholders’ Representative (it being understood that any fees and expenses of the contested amount not awarded to each party bears to Accounting Firm payable by the amount actually contested by such party. Until Shareholders’ Representative shall be payable from the date on which the Earn-Out Payment and Earn-Out Milestone Statement shall become final and binding on the parties, Buyer shall cause the Group Companies to preserve the accounting books and records of the Group Companies on which the Earn-Out Milestone Statement is to be based and shall not take any actions with respect to such books and records that would obstruct or prevent the procedures set forth in this Section 2.5 and Section 2.6Expense Fund).

Review; Disputes. (ai) From and after the ClosingEffective Time, Buyer the Surviving Corporation shall provide Seller the Securityholders’ Agent and any accountants or advisors retained by Seller the Securityholders’ Agent with reasonable access to the Records of the Group Companies for the purpose of enabling Seller and its accountants and advisors to calculateaccess, and to review Buyer’s calculation of, the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, and the Earn-Out Payment; provided, however, that such reasonable access shall be (i) at Seller’s sole cost and expense, (ii) granted upon reasonable prior notice and during normal business hours, to the relevant books and (iii) conducted in a manner that does not interfere with the normal business operations of Buyer, any records of the Group CompaniesSurviving Corporation used by the Surviving Corporation in the preparation of, or their respective Affiliates. (b) otherwise reasonably relevant to, the Parent Closing Balance Sheet and the Parent Closing Date Schedule. If Seller the Securityholders’ Agent disputes the calculation of any one or more of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price Adjustments set forth in the Parent Closing Statement Balance Sheet or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableParent Closing Date Schedule, then Seller the Securityholders’ Agent shall deliver a written notice (a “Dispute Notice”) to Buyer the Surviving Corporation at any time during the forty-five thirty (4530) day period commencing upon receipt by Seller the Securityholders’ Agent of the Parent Closing Statement or Balance Sheet and the Earn-Out Milestone Statement, as applicable Parent Closing Date Schedule (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detail. (cii) If Seller the Securityholders’ Agent does not deliver a Dispute Notice to Buyer the Surviving Corporation prior to the expiration of the Review Period, Xxxxxthe Surviving Corporation’s calculation of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price Adjustments set forth in the Parent Closing Statement, or of Balance Sheet and the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, Parent Closing Date Schedule shall be deemed final and binding on Parent, the Surviving Corporation, the Securityholders’ Agent and the Effective Time Holders for all purposes of this Agreement. (diii) If Seller the Securityholders’ Agent delivers a Dispute Notice to Buyer the Surviving Corporation prior to the expiration of the Review Period, then Seller the Securityholders’ Agent and Buyer the Surviving Corporation shall use commercially reasonable efforts in good faith to reach agreement on the disputed portion of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in disputeAdjustments within the thirty (30) day period commencing upon receipt by the Surviving Corporation of the Dispute Notice. If Seller the Securityholders’ Agent and Buyer the Surviving Corporation are unable to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute within twenty (20) days after the end disputed portion of the Review PeriodClosing Adjustments within such thirty (30) day period, then either party shall have the right Surviving Corporation or the Securityholders’ Agent may submit the unresolved objections to refer such dispute a national accounting firm reasonably acceptable to an independent nationally recognized accounting firm, that is not currently servicing or expected to service Buyer, Seller or any of their Affiliates, that is mutually agreed upon by Xxxxx both the Surviving Corporation and Seller the Securityholders’ Agent (such firm, or and any successor thereto, being referred to herein as the “Designated Accounting Firm”) after ), and such twentieth (20th) dayAccounting Firm shall be directed by the Surviving Corporation and the Securityholders’ Agent to resolve the unresolved objections in accordance with the immediately following sentence. In connection with the resolution of any such dispute by the Designated Accounting Firm: (iA) each of Seller the Surviving Corporation and Buyer the Securityholders’ Agent shall have a reasonable opportunity to submit a written statement to meet with the Designated Accounting Firm to provide its their views as to any disputed issues with respect to the calculation of any the disputed portion of the Closing Net Working Capital AmountAdjustments, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment; (iiB) each of Seller and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Adjustments in accordance with the terms of this Agreement as promptly as reasonably practicable (and in any event, within thirty sixty (3060) days after such referral, of its engagement) and upon reaching such determination shall deliver a copy of its calculations (the “Expert Calculations”) to Seller the Securityholders’ Agent and Buyer; the Surviving Corporation and (vC) absent manifest error, bias or actual fraud, the determination made by the Designated Accounting Firm of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Adjustments shall be conclusivefinal and binding on Parent, binding upon the parties heretoSurviving Corporation, non-appealablethe Securityholders’ Agent and the Effective Time Holders for all purposes of this Agreement, and not be subject to further review; (vi) in absent manifest error. In calculating the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out PaymentAdjustments, the Designated Accounting Firm (x) shall be limited to addressing only those the particular disputed items disputes referred to in the Dispute Notice; Notice and (viiy) for each component of the Closing Adjustments, such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by Buyer in the Closing Statement Securityholders’ Agent or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may beSurviving Corporation, and no lower less than the lower amount calculated by Buyer in the Closing Statement Securityholders’ Agent or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount)Surviving Corporation, as the case may be. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, the Purchase Price, or Earn-Out Payment Adjustments reflected therein and the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses or Purchase Price Adjustments set forth in the Parent Closing Statement or Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableBalance Sheet and Parent Closing Date Schedule. The fees and expenses of the Designated Accounting Firm shall be allocated between Buyerborne by the party whose positions generally did not prevail in such determination or, on if the one hand, and Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each Accounting Firm determines that neither party bears to the amount actually contested by such party. Until the date on which the Earn-Out Payment and Earn-Out Milestone Statement shall become final and binding on the parties, Buyer shall cause the Group Companies to preserve the accounting books and records of the Group Companies on which the Earn-Out Milestone Statement is could be fairly found to be based the prevailing party, then such fees and expenses shall not take any actions with respect to such books be borne equally by the Surviving Corporation and records that would obstruct or prevent the procedures set forth in this Section 2.5 and Section 2.6Securityholders’ Agent.

Review; Disputes. (ai) From and after the ClosingEffective Time, Buyer the Surviving Corporation shall provide Seller the Shareholder Representative and any accountants or advisors retained by Seller the Shareholder Representative with reasonable access access, during normal business hours, to the Records relevant books and records of the Group Companies Surviving Corporation used by the Surviving Corporation in the preparation of, or otherwise reasonably relevant to, the Closing Balance Sheet and the Closing Date Schedule for the purpose of purposes of: (A) enabling Seller the Shareholder Representative and its accountants and advisors to calculate, and to review Buyerthe Surviving Corporation’s calculation of, the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, and the Earn-Out Payment; provided, however, that such reasonable access shall be (i) at Seller’s sole cost and expense, (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with the normal business operations of Buyer, any of the Group Companies, or their respective Affiliates. (b) If Seller disputes the calculation of any calculations of the Closing Net Working Capital Amount, Amount and Closing Cash, Cash and (B) identifying any dispute related to the calculations of the Closing Indebtedness, Transaction Expenses Net Working Capital Amount and Purchase Price Closing Cash in the Closing Balance Sheet and the Closing Date Schedule. (ii) If the Shareholder Representative disputes the calculation of the Closing Net Working Capital Amount and/or Closing Cash set forth in the Closing Statement Balance Sheet or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableClosing Date Schedule, then Seller the Shareholder Representative shall deliver a written notice (a “Dispute Notice”) to Buyer the Surviving Corporation and the Escrow Agent at any time during the forty60-five (45) day period commencing upon receipt by Seller the Shareholder Representative of the Closing Statement or Balance Sheet and the Earn-Out Milestone StatementClosing Date Schedule, all as applicable prepared by the Surviving Corporation in accordance with the requirements of Section 4.6(a) (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth the basis for the dispute Shareholder Representative’s calculation of any such calculation each disputed amount in reasonable detaildetail (the item or items to which the Shareholder Representative objects being referred to herein as the “Contested Adjustments”) . (ciii) If Seller the Shareholder Representative does not deliver a Dispute Notice to Buyer the Surviving Corporation prior to the expiration of the Review Period, Xxxxxthe Surviving Corporation’s calculation calculations of the Closing Net Working Capital Amount, Amount and Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price Cash set forth in the Closing Statement, or of Balance Sheet and the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, Closing Date Schedule shall be deemed final and binding on Acquiror, the Surviving Corporation, the Shareholder Representative and the Company Equityholders for all purposes of this Agreement. (div) If Seller the Shareholder Representative delivers a Dispute Notice to Buyer the Surviving Corporation prior to the expiration of the Review Period, then Seller the Shareholder Representative and Buyer the Surviving Corporation shall use commercially reasonable efforts to reach agreement on the Closing Net Working Capital AmountContested Adjustments, Closing Cashand all such discussions thereto shall, Closing Indebtednessunless otherwise agreed by the Shareholder Representative and the Surviving Corporation, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in disputebe governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If Seller the Shareholder Representative and Buyer the Surviving Corporation are unable to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Contested Adjustments within twenty (20) 30 days after the end delivery of the Review PeriodDispute Notice, either party shall have the right to refer any such dispute remaining Contested Adjustments to PricewaterhouseCoopers or an independent nationally recognized alternative national accounting firm, that is not currently servicing or expected firm reasonably agreed to service Buyer, Seller or any of their Affiliates, that is mutually agreed upon by Xxxxx the Shareholder Representative and Seller Acquiror (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such twentieth (20th) 30th day. The Accounting Firm shall act as an arbitrator to determine, based solely on the materials submitted and presentations by the Shareholder Representative and the Surviving Corporation, and not by independent review, only the Contested Adjustments that have not been settled by negotiation and shall be instructed to render its decision within 30 days of its referral. In making its determination, the Accounting firm will use the policies, conventions, methodologies and procedures required by Section 4.6(a). The decision of the Accounting Firm as to the Contested Adjustments shall be final and binding on, and shall not be subject to appeal by, the Shareholder Representative or the Surviving Corporation, and may be entered and enforced by any court having jurisdiction. The Closing Date Schedule shall be revised as necessary to reflect the decision of the Accounting Firm and the other modifications made thereto previously agreed to by the Shareholder Representative and the Surviving Corporation. Each of the Shareholder Representative and the Surviving Corporation shall bear its own expenses incurred in connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Seller and Buyer shall have a reasonable opportunity to submit a written statement to the Designated Accounting Firm to provide its views as to any disputed issues with respect to the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment; (ii) each of Seller and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicableDate Schedule, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute in accordance with the terms of this Agreement within thirty (30) days after such referral, and upon reaching such determination shall deliver a copy of its calculations (the “Expert Calculations”) to Seller and Buyer; (v) absent manifest error, bias or actual fraud, the determination made by the Designated Accounting Firm of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute shall be conclusive, binding upon the parties hereto, non-appealable, and not be subject to further review; (vi) in calculating the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment, the Designated Accounting Firm shall be limited to addressing only those particular disputed items referred to in the Dispute Notice; and (vii) such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be, and no lower than the lower amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, the Purchase Price, or Earn-Out Payment reflected therein and the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses or Purchase Price set forth in the Closing Statement or Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicable. The fees and expenses of the Designated Accounting Firm shall be allocated between Buyerborne equally by the Shareholder Representative, on the one hand, and Sellerthe Surviving Corporation, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. Until the date on which the Earn-Out Payment and Earn-Out Milestone Statement shall become final and binding on the parties, Buyer shall cause the Group Companies to preserve the accounting books and records of the Group Companies on which the Earn-Out Milestone Statement is to be based and shall not take any actions with respect to such books and records that would obstruct or prevent the procedures set forth in this Section 2.5 and Section 2.6.

Review; Disputes. (ai) From and after During the ClosingReview Period, Buyer Group shall, and shall cause the Company to, provide to Seller and any accountants or advisors retained by Seller with reasonable access to the Records such books and records of the Group Companies Company to the extent they relate to the Closing Balance Sheet and the Closing Date Schedule for the purpose of purposes of: (A) enabling Seller and its accountants and advisors to calculate, and to review Buyerthe Company’s calculation of, the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses; and (B) identifying any dispute related to the calculation of any of the Closing Net Working Capital Amount, Purchase PriceClosing Cash, Closing Debt or the Unpaid Company Transaction Expenses. Any such review by Seller and the Earn-Out Payment; provided, however, that such reasonable access its respective accountants and advisors shall be (i) at Seller’s sole cost and expense, (ii) granted upon reasonable prior notice and conducted during normal business hourshours upon reasonable advance notice to Buyer, and (iii) conducted in a manner that does not interfere with under the normal business operations supervision of Buyer, ’s personnel. Seller shall be responsible for the fees and expenses of any of the Group Companies, or their respective Affiliatessuch accountants and advisors it retains for such purposes. (bii) If Seller disputes the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt or the Unpaid Company Transaction Expenses and Purchase Price set forth in the Closing Statement or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableDate Schedule, then Seller shall deliver a written notice (a “Dispute Notice”) to Buyer at any time during the forty-five (45) day 45)-day period commencing upon receipt by Seller of the Closing Statement or Balance Sheet, the Earn-Out Milestone StatementClosing Date Schedule and the related certificate of the Company’s Chief Financial Officer, all as applicable prepared by the Company in accordance with the requirements of Section 2.04(b) (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith. (ciii) If Seller does not deliver a Dispute Notice to Buyer prior to the expiration of the Review Period, Xxxxxthe Company’s calculation of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses and Purchase Price set forth in the Closing Statement, or of the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, Date Schedule shall be deemed final and binding on Buyer Group, the Company and Seller for all purposes of this Agreement. (div) If Seller delivers a Dispute Notice to Buyer prior to the expiration of the Review Period, then Seller and Buyer shall use commercially reasonable efforts to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute. If Seller and Buyer are unable to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing IndebtednessDebt, and the Unpaid Company Transaction Expenses, Purchase Price, or EarnExpenses within forty-Out Payment that are in dispute within twenty five (2045) days after the end following delivery of the Review PeriodDispute Notice, either party shall have the right to refer such dispute to an independent nationally recognized accounting firm, firm of national reputation that is not currently servicing or expected independent of Buyer Group and the Company and is reasonably acceptable to service Buyer, Seller or any of their Affiliates, that is mutually agreed upon by Xxxxx and Seller Buyer (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such twentieth forty-fifth (20th45th) day. In connection with the resolution of any such dispute by the Designated Accounting Firm: , (iA) each of Buyer and Seller and Buyer shall have a reasonable opportunity to submit a written statement to meet with the Designated Accounting Firm to provide its their views as to any disputed issues with respect to the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment; (iiB) each of Seller and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Expenses in accordance with the terms of this Agreement and using the policies, conventions, methodologies and procedures used by the Company in preparing the Financial Statements within thirty (30) days after of such referral, referral and upon reaching such determination shall deliver a copy of its calculations (the “Expert Calculations”) to Seller and Buyer; and (vC) absent manifest error, bias or actual fraud, the determination made by the Designated Accounting Firm of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Expenses shall be conclusivefinal and binding on Buyer Group, binding upon the parties heretoCompany and Seller for all purposes of this Agreement, non-appealable, and not be subject to further review; (vi) in absent manifest error. In calculating the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment, the Designated Accounting Firm (x) shall be limited to addressing only those any particular disputed items disputes referred to in the Dispute Notice; Notice and (viiy) such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by Buyer in Seller or the Closing Statement Company, and no less than the lower amount calculated by Seller or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount)Company, as the case may be, and no lower than the lower amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses, the Purchase Price, or Earn-Out Payment Expenses reflected therein and the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses or Purchase Price set forth in the Closing Statement or Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableDate Schedule. The fees and expenses of the Designated Accounting Firm shall be allocated between Buyerpaid by Seller, on the one hand, and Sellerby Buyer Group, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to that the amount actually contested but not awarded to Seller or Buyer Group, respectively, bears to the aggregate amount actually contested by such party. Until the date on which the Earn-Out Payment Seller and Earn-Out Milestone Statement shall become final and binding on the parties, Buyer shall cause the Group Companies to preserve the accounting books and records of the Group Companies on which the Earn-Out Milestone Statement is to be based and shall not take any actions with respect to such books and records that would obstruct or prevent the procedures set forth in this Section 2.5 and Section 2.6Group.

Review; Disputes. (ai) From and after the ClosingClosing Date, Buyer each of Parent, Purchaser, the Company and Seller shall provide Seller one another and any their respective accountants or and advisors retained by Seller with reasonable full access to the Records books and records of the Group Companies other party for the purpose of purposes of: (A) enabling Seller Parent, Purchaser and its their respective accountants and advisors to calculate, prepare the Closing Balance Sheet and calculate Closing Net Working Capital; (B) enabling Seller to review Buyerthe Closing Balance Sheet and Parent’s calculation of, of Closing Net Working Capital; and (C) identifying any dispute related to the Closing Balance Sheet or the calculation of Closing Net Working Capital. [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (ii) If Seller disputes any item of the Closing Balance Sheet or the calculation of Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, and the Earn-Out Payment; provided, however, that such reasonable access shall be (i) at Seller’s sole cost and expense, (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with the normal business operations of Buyer, any of the Group Companies, or their respective Affiliates. (b) If Seller disputes the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price set forth in the Closing Statement or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicabledelivered by Parent pursuant to Section 1.4(b), then Seller shall deliver a written notice (a “Dispute Notice”) to Buyer at any time Parent during the forty30-five (45) day period commencing upon receipt by Seller of the Closing Statement or the Earn-Out Milestone Statement, as applicable Balance Sheet and calculation of Closing Net Working Capital delivered by Parent pursuant to Section 1.4(b) (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth the principal basis for the dispute for each disputed item of any such calculation in reasonable detailand Seller’s calculation of Closing Net Working Capital. (ciii) If Seller does not deliver a Dispute Notice to Buyer Parent prior to the expiration of the Review Period, XxxxxParent’s calculation of Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price set forth in the Closing Statement, or of the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, Date Schedule shall be deemed final and binding on Seller, Parent and Purchaser for all purposes of this Agreement. (div) If Seller delivers a Dispute Notice to Buyer Parent prior to the expiration of the Review Period, then Seller and Buyer Parent shall use commercially reasonable efforts to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in disputeCapital. If Seller and Buyer Parent are unable to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute within twenty (20) 20 days after the end of the Review Period, either party shall have the right to refer such dispute to an independent nationally recognized a national accounting firm, that is not currently servicing or expected to service Buyer, Seller or any of their Affiliates, that is firm mutually agreed upon selected by Xxxxx Parent and Seller (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such twentieth (20th) day). In connection with the resolution of any such dispute by the Designated Accounting Firm: (iA) each of Seller Seller, Parent and Buyer shall have a reasonable opportunity to submit a written statement to Purchaser may meet with the Designated Accounting Firm to provide its views as to any disputed issues with respect to in the calculation of any presence of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Paymentother parties; (iiB) each of Seller and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined determine Closing Net Working Capital in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute in accordance with the terms provisions of this Agreement within thirty (30) 30 days after of such referral, referral and upon reaching such determination shall deliver a copy of its calculations calculation to Seller, Parent and Purchaser; and (the “Expert Calculations”C) to Seller and Buyer; (v) absent manifest error, bias or actual fraud, the determination of Closing Net Working Capital made by the Designated Accounting Firm shall be final and binding on Seller, Parent and Purchaser for all purposes of this Agreement, absent manifest error. In calculating the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute shall be conclusive, binding upon the parties hereto, non-appealable, and not be subject to further review; (vi1) in calculating the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment, the Designated Accounting Firm shall be limited to addressing only those particular disputed items referred to in the Dispute Notice; , and (vii2) such calculation shall, with respect to any disputed item, of Closing Net Working Capital shall be no greater than the higher amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be, and no lower than the lower amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, the Purchase Price, or Earn-Out Payment reflected therein and the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses or Purchase Price set forth in the Closing Statement or Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableParent. The fees and expenses of the Designated Accounting Firm shall be allocated between Buyer, on the one hand, borne equally by Seller and Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. Until the date on which the Earn-Out Payment and Earn-Out Milestone Statement shall become final and binding on the parties, Buyer shall cause the Group Companies to preserve the accounting books and records of the Group Companies on which the Earn-Out Milestone Statement is to be based and shall not take any actions with respect to such books and records that would obstruct or prevent the procedures set forth in this Section 2.5 and Section 2.6Parent.

Review; Disputes. (ai) From and after the ClosingEffective Time, Buyer the Surviving Corporation shall provide Seller the Equityholders’ Representative and any accountants or advisors retained by Seller the Equityholders’ Representative with reasonable full access to the Records books and records of the Group Companies Surviving Corporation for the purpose of purposes of: (A) enabling Seller the Equityholders’ Representative and its accountants and advisors to calculate, and to review Buyerthe Surviving Corporation’s calculation of, the Closing Net Working Capital AmountCapital, Closing Cash, Closing IndebtednessDebt, Unpaid Company Transaction Expenses; and (B) identifying any dispute related to the calculation of any of Closing Working Capital, Purchase PriceClosing Cash, Closing Debt, or Unpaid Company Transaction Expenses in the Closing Date Schedule. The reasonable fees and expenses of any such accountants and advisors retained by the Earn-Out Payment; provided, however, that such reasonable access Equityholders’ Representative shall be (i) at Seller’s sole cost paid by the Equityholders’ Representative and expense, reimbursed to the Equityholders’ Representative pursuant to Section 10.1(b). (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with If the normal business operations of Buyer, any of the Group Companies, or their respective Affiliates. (b) If Seller Equityholders’ Representative disputes the calculation of any of the Closing Net Working Capital AmountCapital, Closing Cash, Closing Indebtedness, Debt and Unpaid Company Transaction Expenses and Purchase Price set forth in the Closing Statement or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableDate Schedule, then Seller the Equityholders’ Representative shall deliver a written notice (a “Dispute Notice”) to Buyer the Surviving Corporation and the Escrow Agent at any time during the forty-five sixty (4560) day period commencing upon receipt by Seller the Equityholders’ Representative of the Closing Statement or Balance Sheet, the Earn-Out Milestone StatementClosing Date Schedule and the related certificate of the Surviving Corporation’s Chief Financial Officer, all as applicable prepared by the Surviving Corporation in accordance with the requirements of Section 2.8(b) (subject to extension for any period of inadequate access to the underlying records) (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detail. (ciii) If Seller the Equityholders’ Representative does not deliver a Dispute Notice to Buyer the Surviving Corporation prior to the expiration of the Review Period, Xxxxxthe Surviving Corporation’s calculation of Closing Net Working Capital AmountCapital, Closing Cash, Closing Indebtedness, Debt and Unpaid Company Transaction Expenses and Purchase Price set forth in the Closing Statement, or of the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, Date Schedule shall be deemed final and binding on Parent, the Surviving Corporation, the Equityholders’ Representative and the Equityholders for all purposes of this Agreement. (div) If Seller the Equityholders’ Representative delivers a Dispute Notice to Buyer the Surviving Corporation prior to the expiration of the Review Period, then Seller the Equityholders’ Representative and Buyer the Surviving Corporation shall use commercially reasonable efforts to reach agreement on the portions of Closing Net Working Capital AmountCapital, Closing CashDebt and Unpaid Company Transaction Expenses which were timely disputed in the Dispute Notice. Except to the extent set forth in a Dispute Notice timely delivered, the Surviving Corporation’s calculation of Closing Working Capital, Closing IndebtednessDebt and Unpaid Company Transaction Expenses set forth in the Closing Date Schedule shall be deemed final and binding on Parent, Transaction Expensesthe Surviving Corporation, Purchase Price, or Earn-Out Payment that are the Equityholders’ Representative and the Equityholders in disputeall other respects for all purposes of this Agreement. If Seller the Equityholders’ Representative and Buyer the Surviving Corporation are unable to reach agreement on the disputed portions of Closing Net Working Capital AmountCapital, Closing Cash, Closing Indebtedness, Debt and Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Expenses within twenty thirty (2030) days after the end of the Review Period, either party the parties shall have the right to refer such dispute and submit their related workpapers to an independent KPMG, or such other nationally recognized independent accounting firm, that is not currently servicing or expected to service Buyer, Seller or any of their Affiliates, firm that is mutually agreed upon by Xxxxx the Surviving Corporation and Seller the Equityholders’ Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such twentieth thirtieth (20th30th) day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Seller the Surviving Corporation and Buyer the Equityholders’ Representative shall have a reasonable opportunity to submit a make written statement submissions in support of its position to the Designated Accounting Firm, and meet with the Accounting Firm to provide its views as to any disputed issues with respect to the calculation of any of the Closing Net Working Capital AmountCapital, Closing Cash, Closing Indebtedness, Debt and Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment; (ii) each of Seller the Surviving Corporation and Buyer the Equityholders’ Representative shall promptly provide, or cause to be provided or made availableprovided, to the Designated Accounting Firm all information information, and to make available to the Accounting Firm its personnel, as is are reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Working Capital AmountCapital, Closing Cash, Closing Indebtedness, Debt and Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Expenses in accordance with the terms of this Agreement within thirty (30) days after of such referral, referral and upon reaching such determination shall deliver a copy of its calculations (the “Expert Calculations”) to Seller the Equityholders’ Representative, Surviving Corporation and Buyerthe Escrow Agent; and (viv) absent manifest error, bias or actual fraud, the determination made by the Designated Accounting Firm of the Closing Net Working Capital AmountCapital, Closing CashDebt and Unpaid Company Transaction Expenses shall be final and binding on Parent, the Surviving Corporation, the Equityholders’ Representative and the Equityholders for all purposes of this Agreement, absent manifest error. In calculating Closing Working Capital, Closing Indebtedness, Debt and Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute shall be conclusive, binding upon (x) the parties hereto, non-appealable, and not be subject to further review; (vi) in calculating the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment, the Designated Accounting Firm shall be limited to addressing only those any particular disputed items disputes referred to in the Dispute Notice; Notice and (viiy) each such calculation shall, with respect to any disputed item, amount shall be no greater than the higher corresponding amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to Equityholders’ Representative and the Earn-Out Milestone Statement, such Dispute Notice contains an amount)Surviving Corporation, as the case may be, and no lower than the lower corresponding amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to Equityholders’ Representative and the Earn-Out Milestone Statement, such Dispute Notice contains an amount)Surviving Corporation, as the case may be. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital AmountCapital, Closing Cash, Closing Indebtedness, Debt and Unpaid Company Transaction Expenses, the Purchase Price, or Earn-Out Payment Expenses reflected therein and the Closing Net Working Capital AmountCapital, Closing Cash, Closing Indebtedness, Debt and Unpaid Company Transaction Expenses or Purchase Price set forth in the Closing Statement or Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableDate Schedule. The fees and expenses of the Designated Accounting Firm shall be allocated between Buyer, on borne by the one handSurviving Corporation and the Equityholders’ Representative in proportion to how close each party’s position was to the determination of the Accounting Firm (it being understood that any fees and expenses of the Accounting Firm payable by the Equityholders’ Representative shall be reimbursed pursuant to Section 10.1(b)). All negotiations pursuant to this Section 2.8 shall be treated as compromise and settlement negotiations for the purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules of evidence, and Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears all submissions to the amount actually contested by such party. Until the date on which the Earn-Out Payment and Earn-Out Milestone Statement Accounting Firm shall become final and binding on the parties, Buyer shall cause the Group Companies to preserve the accounting books and records of the Group Companies on which the Earn-Out Milestone Statement is to be based and shall not take any actions with respect to such books and records that would obstruct or prevent the procedures set forth in this Section 2.5 and Section 2.6treated as confidential information.

Review; Disputes. (ai) From and after the Closingdelivery of the Closing Date Schedule, Buyer Parent shall cause the Surviving Corporation to provide Seller the Equityholders Representative and any accountants or advisors retained by Seller the Equityholders Representative with reasonable access to (including electronic delivery of) the Records books and records of the Group Companies Surviving Corporation during normal business hours for the purpose of purposes of: (A) enabling Seller the Equityholders Representative and its accountants and advisors to calculate, and to review Buyerthe Surviving Corporation’s calculation of, Closing Debt, Closing Cash, Closing Net Working Capital Amount and Unpaid Company Transaction Expenses; and (B) identifying any dispute related to the calculation of any of Closing Debt, Closing Cash, Closing Net Working Capital Amount and Unpaid Company Transaction Expenses in the Closing Date Schedule. (ii) If the Equityholders Representative disputes the calculation of any of Closing Debt, Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, and the Earn-Out Payment; provided, however, that such reasonable access shall be (i) at Seller’s sole cost and expense, (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with the normal business operations of Buyer, any of the Group Companies, Cash or their respective Affiliates. (b) If Seller disputes the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Unpaid Company Transaction Expenses and Purchase Price set forth in the Closing Statement or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableDate Schedule, then Seller the Equityholders Representative shall deliver a written notice (a “Dispute Notice”) to Buyer Parent and the Escrow Agent at any time during the forty90-five (45) day period commencing upon receipt by Seller the Equityholders Representative of the Closing Statement or Date Schedule (as prepared by the Earn-Out Milestone StatementSurviving Corporation in accordance with the requirements of Section 2.7(b)), as applicable (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth the basis and amount for the each dispute of any such calculation in reasonable detaildetail together with relating supporting documentation and calculations, as well as the alternative calculation with respect to each of the components of the Closing Date Schedule. (ciii) If Seller the Equityholders Representative does not deliver a Dispute Notice to Buyer the Surviving Corporation prior to the expiration of the Review Period, XxxxxParent’s calculation of Closing Net Working Capital AmountDebt, Closing Cash, Closing Indebtedness, Net Working Capital Amount and Unpaid Company Transaction Expenses and Purchase Price set forth in the Closing Statement, or of the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, Date Schedule shall be deemed final and binding on Parent, the Surviving Corporation, the Equityholders Representative and the Equityholders for all purposes of this Agreement. (div) If Seller the Equityholders Representative delivers a Dispute Notice to Buyer Parent prior to the expiration of the Review Period, then Seller the Equityholders Representative and Buyer Parent shall use commercially reasonable efforts negotiate in good faith to reach agreement on Closing Debt, Closing Cash, Closing Net Working Capital Amount and Unpaid Company Transaction Expenses. Notwithstanding anything in this Agreement to the contrary (including in Section 10.11), if the Equityholders Representative and Parent are unable to reach agreement on Closing Debt, Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Cash and Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute. If Seller and Buyer are unable to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Expenses within twenty thirty (2030) days after the end of the Review Period, either party Party shall have the right to refer such dispute to an a nationally or regionally recognized independent nationally recognized accounting firm, that is not currently servicing or expected to service Buyer, Seller or any of their Affiliates, firm that is mutually agreed upon in writing by Xxxxx Parent and Seller the Equityholders Representative, (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) for resolution after such twentieth (20th) day30-day period, provided, that the Parties may mutually agree in writing to extend such period before the dispute is referred to the Accounting Firm. In connection with the resolution of any such dispute by the Designated Accounting Firm: (iA) each of Seller Parent and Buyer the Equityholders Representative shall have a reasonable opportunity to submit a written statement to meet with the Designated Accounting Firm; (B) the Accounting Firm to provide its views as to any disputed issues with respect to the calculation of any of the shall determine Closing Net Working Capital AmountDebt, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment; (ii) each of Seller and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Amount and Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Expenses in accordance with the terms of this Agreement (and, for the avoidance of doubt, such determination shall be made strictly in accordance with the policies, conventions, methodologies and procedures used by the Company in preparing its most recent audited Company Financial Statements to the extent consistent with GAAP) within thirty (30) days after of such referral, referral and upon reaching such determination shall deliver a copy of its calculations (the “Expert CalculationsDetermination”) to Seller the Equityholders Representative, Parent and Buyer; the Escrow Agent and (vC) absent manifest error, bias or actual fraud, the determination made by the Designated Accounting Firm of the Closing Net Working Capital AmountDebt, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute shall be conclusive, binding upon the parties hereto, non-appealable, and not be subject to further review; (vi) in calculating the Closing Net Working Capital AmountAmount and Unpaid Company Transaction Expenses shall be final and binding on Parent, the Surviving Corporation, the Equityholders Representative and the Equityholders for all purposes of this Agreement, absent manifest error. In calculating Closing Debt, Closing Cash, Closing Indebtedness, Net Working Capital Amount and Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment, (x) the Designated Accounting Firm shall be limited to addressing only those any particular disputed items disputes referred to in the Dispute Notice; Notice and (viiy) each such calculation shall, with respect to any disputed item, amount shall be no greater than the higher corresponding amount calculated by Buyer in the Closing Statement Equityholders Representative or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be, Parent and no lower than the lower corresponding amount calculated by Buyer in the Closing Statement Equityholders Representative or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may beParent. The Expert Calculations Determination shall reflect in detail the differences, if any, between the Closing Net Working Capital AmountDebt, Closing Cash, Closing Indebtedness, Net Working Capital Amount and Unpaid Company Transaction Expenses, the Purchase Price, or Earn-Out Payment Expenses reflected therein and the Closing Net Working Capital AmountDebt, Closing Cash, Closing Indebtedness, Net Working Capital Amount and Unpaid Company Transaction Expenses or Purchase Price set forth in the Closing Statement or Earn-Out Payment set forth in Date Schedule and the Earn-Out Milestone Statement, as applicableDispute Notice. The fees and expenses of the Designated Accounting Firm shall be allocated between Buyer, borne by Parent and the Equityholders Representative (on the one hand, and Seller, on the other hand, based upon the percentage which the portion behalf of the contested amount not awarded to each party bears to the amount actually contested by such party. Until the date on which the Earn-Out Payment and Earn-Out Milestone Statement shall become final and binding on the parties, Buyer shall cause the Group Companies to preserve the accounting books and records of the Group Companies on which the Earn-Out Milestone Statement is to be based and shall not take any actions with respect to such books and records that would obstruct or prevent the procedures set forth in this Section 2.5 and Section 2.6Equityholders) equally.

Review; Disputes. (a) From and after the Closing, Buyer shall provide Seller and any accountants or advisors retained by Seller with reasonable access to the Records of the Group Companies for the purpose of enabling Seller and its accountants and advisors to calculate, and to review Buyer’s calculation of, the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, and the Earn-Out Payment; provided, however, that such reasonable access shall be (i) at Seller’s sole cost and expense, (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with the normal business operations of Buyer, any of the Group Companies, or their respective Affiliates. (b) If Seller disputes the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price set forth in the Closing Statement or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicable, then Seller shall deliver a written notice (a “Dispute Notice”) to Buyer at any time during the forty-five (45) day period commencing upon may within 45 days after receipt by Seller of the Closing Statement or the Earn-Out Milestone Statement, as applicable (the “Review Period”); provided that in ) dispute the event that factual basis, mathematical calculations, accounting methods used, any amounts included in, or any other aspect of, the Closing Statement delivered by Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day periodpursuant to ‎Section 2.5(c), such forty-five in which case Seller shall notify Buyer in writing of its objections (45in each case, a “Notice of Objection”) day period shall be extended by one day within the Review Period specifying in reasonable detail each item or amount that Seller disputes (the “Disputed Items”), the amount in dispute for each additional day required Disputed Item, each of the reasons for Buyer to fully respond to such request. The Dispute Notice shall set forth Seller’s objections, and the basis for the dispute of any such adjustments that Seller believes should be made, including Seller’s proposed calculation in reasonable detailthereof. (cii) If Seller does not fails to deliver a Dispute such Notice to Buyer prior to the expiration of Objection within the Review Period, Xxxxx’s calculation of Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price set forth in Period or if Seller notifies Buyer that it has no objection to the Closing Statement, or Seller shall be deemed to have accepted the Closing Statement (including the calculation of the Earn-Out Payment as set forth in Closing Date Net Working Capital, the Earn-Out Milestone StatementClosing Date Net Working Capital Adjustment Amount, the Closing Date Cash and any additional Closing Date Indebtedness and Closing Date Transaction Expenses), as applicable, and such calculations shall be deemed final final, binding, conclusive and binding non-appealable for all purposes of this Agreement. (diii) If Seller delivers a Dispute Notice of Objection is delivered to Buyer prior to the expiration of by Seller during the Review Period, then Buyer and Seller shall endeavor in good faith to resolve any Disputed Items set forth therein within 30 days after Buyer’s receipt of the applicable Notice of Objection (the “Resolution Period”), and Buyer any written resolution by them as to any Disputed Item shall use commercially reasonable efforts be final, binding, conclusive and non-appealable for all purposes of this Agreement; provided, however, that Federal Rule of Evidence 408 and any analogous state rules shall apply to reach agreement on any settlement negotiations during the Closing Net Working Capital AmountResolution Period, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, and such negotiations will otherwise not be discoverable by or Earn-Out Payment that are in disputecommunicated to the Independent Accountant. If Buyer and Seller and Buyer are unable to reach agreement on so resolve the Closing Net Working Capital AmountDisputed Items, Closing CashBuyer and Seller shall, Closing Indebtednessfollowing the last day of the applicable Resolution Period, Transaction Expenses, Purchase Price, or Earn-Out Payment that are promptly engage PricewaterhouseCoopers to resolve the matters in dispute within twenty (20) days after the end of the Review Periodor, either party shall have the right if PricewaterhouseCoopers is unwilling or unable to refer such dispute to an independent serve, another independent, nationally recognized accounting firm, that is not currently servicing or expected to service Buyer, Seller or any of their Affiliates, firm that is mutually agreed upon by Xxxxx Buyer and Seller (such firm, or any successor thereto, being referred to herein as the “Designated Accounting FirmIndependent Accountant”). (iv) after such twentieth (20th) day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each Each of Seller and Buyer shall have a reasonable opportunity to submit a written statement to the Designated Accounting Firm to provide pay its views as to any disputed issues own respective costs and expenses incurred in connection with respect to the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment; (ii) each of Seller and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute in accordance with the terms of this Agreement within thirty (30) days after such referral, and upon reaching such determination shall deliver a copy of its calculations (the “Expert Calculations”) to Seller and Buyer; (v) absent manifest error, bias or actual fraud, the determination made by the Designated Accounting Firm of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute shall be conclusive, binding upon the parties hereto, non-appealable, and not be subject to further review; (vi) in calculating the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment, the Designated Accounting Firm shall be limited to addressing only those particular disputed items referred to in the Dispute Notice; and (vii) such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount‎Section 2.5(d), as the case may be, and no lower than the lower amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, the Purchase Price, or Earn-Out Payment reflected therein and the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses or Purchase Price set forth in the Closing Statement or Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicable. The All fees and expenses of the Designated Accounting Firm Independent Accountant shall be allocated between Buyer, on the one hand, and Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party Person bears to the amount actually contested by such partyPersons. Until For purposes of clarity, if the date on Independent Accountant determines that it accepted seventy percent (70%) of the respective position of one Party, that Party shall pay thirty percent (30%) of the fees and expenses of the Independent Accountant and the other Party shall pay the remaining seventy percent (70%) of such fees and expenses. (v) The Independent Accountant shall not conduct any additional discovery in any form, and the Independent Accountant shall be bound by a mutually agreeable confidentiality agreement, which shall preserve the Earn-Out Payment and Earn-Out Milestone Statement confidentiality of any proceeding before the Independent Accountant. The Independent Accountant shall become final and binding act as an arbitrator to determine only those Disputed Items remaining at the end of the Resolution Period, solely on the partiesbasis of presentations by Buyer and Seller, Buyer in accordance with the terms of this Agreement, and not by independent review. In no event shall cause the Group Companies to preserve the accounting books and records Independent Accountant’s determination of any Disputed Item be outside of the Group Companies on which range of amounts claimed by the Earn-Out Milestone Statement is to be based and shall not take any actions respective Parties with respect to such books Disputed Item. Neither Buyer nor Seller, nor any of their respective Authorized Representatives, will meet or discuss any substantive matters with the Independent Accountant without Buyer and records that would obstruct Seller and their respective Authorized Representatives present or prevent having the reasonable opportunity to be present, either in person, by videoconference or by telephone. The Parties shall request the Independent Accountant to render its final reasoned written decision (and a reasonably detailed description of the basis therefor) on an expedited basis as soon as practicable after its engagement and in no event later than thirty (30) days after submission of such Disputed Items (or such other time as the Parties may mutually agree in writing) to the Independent Accountant. The Independent Accountant’s determination of the Disputed Items shall be set forth in a written statement delivered to Buyer and Seller and (absent manifest error or fraud) shall be final, binding, conclusive and non-appealable for all purposes hereunder. (vi) The Closing Date Cash, the Closing Date Indebtedness, the Closing Date Net Working Capital, the Closing Date Net Working Capital Adjustment Amount and the Closing Date Transaction Expenses as of the Effective Time, as finally determined pursuant to this ‎Section 2.5 (whether by failure of Seller to deliver notice of objection, by agreement of Buyer and Seller or by determination of the Independent Accountant), is referred to herein as the “Final Cash Amount,” the “Final Indebtedness Amount,” the “Final Net Working Capital Amount”, the “Final Net Working Capital Adjustment Amount” and the “Final Transaction Expenses Amount,” respectively and the procedures set forth in this Section 2.5 ‎Section 2.5(d) shall be the sole and Section 2.6exclusive remedy with respect to the final determination of the Closing Date Cash, the Closing Date Indebtedness, the Closing Date Net Working Capital, the Closing Date Net Working Capital Adjustment Amount and the Closing Date Transaction Expenses, except in the case of manifest error or fraud. (vii) Subject to any applicable privileges (including the attorney-client privilege and the work product privilege), Buyer shall make available to Seller and the Independent Accountant the books, records, documents and work papers (including those of its accountants) underlying the preparation of the Closing Statement and all other items reasonably requested by Seller or the Independent Accountant. All information (including answers to questions from the Independent Accountant) submitted by a Party to the Independent Accountant must be concurrently delivered to the other Party.

Review; Disputes. (ai) From and after During the ClosingReview Period, Buyer Group shall, and shall cause the Company to, provide to each Seller and any accountants or advisors retained by such Seller with reasonable access to the Records such books and records of the Group Companies Company to the extent they relate to the Closing Balance Sheet and the Closing Date Schedule for the purpose of purposes of: (A) enabling Seller Sellers and its their respective accountants and advisors to calculate, and to review Buyerthe Company’s calculation of, the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses, Purchase Price, and the Earn-Out Payment; provided, however, that such reasonable access shall be (i) at Seller’s sole cost and expense, (ii) granted upon reasonable prior notice and during normal business hours, and (iiiB) conducted in a manner that does not interfere with the normal business operations of Buyer, identifying any of the Group Companies, or their respective Affiliates. (b) If Seller disputes dispute related to the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing IndebtednessDebt or the Unpaid Company Transaction Expenses. Any such review by Sellers and their respective accountants and advisors shall be conducted during normal business hours upon reasonable advance notice to Buyer, under the supervision of Buyer’s personnel. Each Seller shall be responsible for the fees and expenses of any such accountants and advisors it retains for such purposes. (ii) If Sellers dispute the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Debt or the Unpaid Company Transaction Expenses and Purchase Price set forth in the Closing Statement or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableDate Schedule, then Seller Parrot shall deliver a written notice (a “Dispute Notice”) to Buyer and the Company at any time during the forty-five (45) day 45)-day period commencing upon receipt by Seller Sellers of the Closing Statement or Balance Sheet, the Earn-Out Milestone StatementClosing Date Schedule and the related certificate of the Company’s Chief Financial Officer, all as applicable prepared by the Company in accordance with the requirements of Section 2.04(b) (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detail, indicating each disputed item or amount and the basis for Sellers’ disagreement therewith. (ciii) If Seller Parrot does not deliver a Dispute Notice to Buyer the Company prior to the expiration of the Review Period, Xxxxxthe Company’s calculation of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses and Purchase Price set forth in the Closing Statement, or of the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, Date Schedule shall be deemed final and binding on Buyer Group, the Company and Sellers for all purposes of this Agreement. (div) If Seller Parrot delivers a Dispute Notice to Buyer prior to the expiration of the Review Period, then Seller Parrot and Buyer shall use commercially reasonable efforts to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute. If Seller Parrot and Buyer are unable to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing IndebtednessDebt, and the Unpaid Company Transaction Expenses, Purchase Price, or EarnExpenses within forty-Out Payment that are in dispute within twenty five (2045) days after the end following delivery of the Review PeriodDispute Notice, either party shall have the right to refer such dispute to an independent nationally recognized accounting firm, firm of national reputation that is not currently servicing or expected independent of Buyer Group and the Company and is reasonably acceptable to service Buyer, Seller or any of their Affiliates, that is mutually agreed upon by Xxxxx Parrot and Seller Buyer (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such twentieth forty-fifth (20th45th) day. In connection with the resolution of any such dispute by the Designated Accounting Firm: , (iA) each of Seller Buyer and Buyer Parrot shall have a reasonable opportunity to submit a written statement to meet with the Designated Accounting Firm to provide its their views as to any disputed issues with respect to the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment; (iiB) each of Seller and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Expenses in accordance with the terms of this Agreement and using the policies, conventions, methodologies and procedures used by the Company in preparing the Financial Statements within thirty (30) days after of such referral, referral and upon reaching such determination shall deliver a copy of its calculations (the “Expert Calculations”) to Seller Parrot and Buyer; and (vC) absent manifest error, bias or actual fraud, the determination made by the Designated Accounting Firm of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Expenses shall be conclusivefinal and binding on Buyer Group, binding upon the parties heretoCompany and Sellers for all purposes of this Agreement, non-appealable, and not be subject to further review; (vi) in absent manifest error. In calculating the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment, the Designated Accounting Firm (x) shall be limited to addressing only those any particular disputed items disputes referred to in the Dispute Notice; Notice and (viiy) such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by Buyer in Sellers or the Closing Statement Company, and no less than the lower amount calculated by Sellers or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount)Company, as the case may be, and no lower than the lower amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses, the Purchase Price, or Earn-Out Payment Expenses reflected therein and the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Debt and the Unpaid Company Transaction Expenses or Purchase Price set forth in the Closing Statement or Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableDate Schedule. The fees and expenses of the Designated Accounting Firm shall be allocated between Buyerpaid by Sellers, on the one hand, and Sellerby Buyer Group, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to that the amount actually contested but not awarded to Sellers or Buyer Group, respectively, bears to the aggregate amount actually contested by such party. Until the date on which the Earn-Out Payment Sellers and Earn-Out Milestone Statement shall become final and binding on the parties, Buyer shall cause the Group Companies to preserve the accounting books and records of the Group Companies on which the Earn-Out Milestone Statement is to be based and shall not take any actions with respect to such books and records that would obstruct or prevent the procedures set forth in this Section 2.5 and Section 2.6Group.

Review; Disputes. (ai) From and after the Closingdelivery of the Closing Date Schedule, Buyer Purchaser shall cause the Company to provide Seller and any accountants or advisors retained by Seller with reasonable access (including electronic deliveries) to the Records books and records of the Group Companies Company during normal business hours for the purpose of purposes of: (A) enabling Seller and its accountants and advisors to calculate, and to review Buyerthe Company’s calculation of, Closing Debt, Closing Cash and Unpaid Company Transaction Expenses; and (B) identifying any dispute related to the calculation of any of Closing Debt, Closing Cash and Unpaid Company Transaction Expenses in the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, and the Earn-Out Payment; provided, however, that such reasonable access shall be (i) at Seller’s sole cost and expense, (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with the normal business operations of Buyer, any of the Group Companies, or their respective AffiliatesDate Schedule. (bii) If Seller disputes the calculation of any of the Closing Net Working Capital AmountDebt, Closing Cash, Closing Indebtedness, or Unpaid Company Transaction Expenses and Purchase Price set forth in the Closing Statement or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableDate Schedule, then Seller shall deliver a written notice (a “Dispute Notice”) to Buyer Purchaser at any time during the forty-five thirty (4530) day period commencing upon receipt by Seller of the Closing Statement or Date Schedule (as prepared by the Earn-Out Milestone StatementCompany in accordance with the requirements of Section 3.2(b), as applicable (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth the basis and amount for the each dispute of any such calculation in reasonable detaildetail together with relating supporting documentation and calculations, as well as the alternative calculation with respect to each of the components of the Closing Date Schedule. (ciii) If Seller does not deliver a Dispute Notice to Buyer the Company prior to the expiration of the Review Period, XxxxxPurchaser’s calculation of Closing Net Working Capital AmountDebt, Closing Cash, Closing Indebtedness, Cash and Unpaid Company Transaction Expenses and Purchase Price set forth in the Closing Statement, or of the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, Date Schedule shall be deemed final and binding on Purchaser, the Company and Seller for all purposes of this Agreement. (div) If Seller delivers a Dispute Notice to Buyer Purchaser prior to the expiration of the Review Period, then Seller and Buyer Purchaser shall use commercially reasonable efforts negotiate in good faith to reach agreement on the Closing Net Working Capital AmountDebt, Closing Cash, Closing Indebtedness, Cash and Unpaid Company Transaction Expenses. Notwithstanding anything in this Agreement to the contrary (including in Section 10.10), Purchase Price, or Earn-Out Payment that are in dispute. If if Seller and Buyer Purchaser are unable to reach agreement on the Closing Net Working Capital AmountDebt, Closing Cash, Closing Indebtedness, and Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Expenses within twenty thirty (2030) days after the end of the Review Period, Period either party Party shall have the right to refer such dispute to an Ernst & Young LLP, or if Ernst & Young LLP declines to serve, such other nationally or regionally recognized independent nationally recognized accounting firm, that is not currently servicing or expected to service Buyer, Seller or any of their Affiliates, firm that is mutually agreed upon in writing by Xxxxx Pxxxxxxxx and Seller Seller, (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) for resolution after such twentieth (20th) day30-day period, provided, that the Parties may mutually agree in writing to extend such period before the dispute is referred to the Accounting Firm. In connection with the resolution of any such dispute by the Designated Accounting Firm: (iA) each of Purchaser and Seller and Buyer shall have a reasonable opportunity to submit a written statement to meet with the Designated Accounting Firm to provide its views as to any disputed issues with respect to the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out PaymentFirm; (iiB) each of Seller and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Working Capital AmountDebt, Closing Cash, Closing Indebtedness, Cash and Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Expenses in accordance with the terms of this Agreement (and, for the avoidance of doubt, such determination shall be made strictly in accordance with the policies, conventions, methodologies and procedures used by the Company in preparing its most recent unaudited Company Financial Statements) within thirty (30) days after of such referral, referral and upon reaching such determination shall deliver a copy of its calculations (the “Expert CalculationsDetermination”) to Seller and BuyerPurchaser; and (vC) the Determination made by the Accounting Firm of Closing Debt, Closing Cash and Unpaid Company Transaction Expenses shall be final and binding on Purchaser, the Company and Seller, absent manifest error, bias or actual fraud, the determination made by the Designated Accounting Firm of the . In calculating Closing Net Working Capital AmountDebt, Closing Cash, Closing Indebtedness, Cash and Unpaid Company Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute shall be conclusive, binding upon (x) the parties hereto, non-appealable, and not be subject to further review; (vi) in calculating the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment, the Designated Accounting Firm shall be limited to addressing only those any particular disputed items disputes referred to in the Dispute Notice; Notice and (viiy) each such calculation shall, with respect to any disputed item, amount shall be no greater than the higher corresponding amount calculated by Buyer in the Closing Statement Seller or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be, Purchaser and no lower than the lower corresponding amount calculated by Buyer in the Closing Statement Seller or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may bePurchaser. The Expert Calculations Determination shall reflect in detail the differences, if any, between the Closing Net Working Capital AmountDebt, Closing Cash, Closing Indebtedness, Cash and Unpaid Company Transaction Expenses, the Purchase Price, or Earn-Out Payment Expenses reflected therein and the Closing Net Working Capital AmountDebt, Closing Cash, Closing Indebtedness, Cash and Unpaid Company Transaction Expenses or Purchase Price set forth in the Closing Statement or Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableDate Schedule. The fees and expenses of the Designated Accounting Firm shall be allocated between Buyer, on borne by Purchaser and Seller in proportion to how close each Party’s position was to the one hand, and Seller, on the other hand, based upon the percentage which the portion Determination of the contested amount not awarded to each party bears to the amount actually contested by such party. Until the date on which the Earn-Out Payment and Earn-Out Milestone Statement shall become final and binding on the parties, Buyer shall cause the Group Companies to preserve the accounting books and records of the Group Companies on which the Earn-Out Milestone Statement is to be based and shall not take any actions with respect to such books and records that would obstruct or prevent the procedures set forth in this Section 2.5 and Section 2.6Accounting Firm.

Review; Disputes. (ai) From As soon as reasonably practicable after each Earn-Out Year, but in no event later than forty-five (45) days, following each Earn-Out Year, Purchaser shall (x) prepare or cause to be prepared (A) the Company’s balance sheet and after the Closing, Buyer shall provide Seller and any accountants or advisors retained by Seller with reasonable access to the Records of the Group Companies income statement for the purpose applicable Earn-Out Year in accordance with the Company Accounting Protocols (collectively, the “Earn-Out Financial Statements”), (B) a statement (each, an “Adjusted Earnings Statement”) setting forth the amount of enabling Seller Adjusted Earnings (as derived from the Earn-Out Financial Statements and other applicable financial statements of Purchaser and its accountants Affiliates) and advisors to calculate, and to review Buyer’s calculation of, the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, and amount of the Earn-Out Payment; provided, howeverif any, that for such reasonable access Earn-Out Year (collectively, the “Earn-Out Deliveries”), and (y) deliver the Earn-Out Deliveries to the Sellers’ Agent who shall be the initial Earn-Out Representative (i) at Seller’s sole cost and expensethe “Earn-Out Representative”). If Sellers’ Agent ceases to be an employee of the Company or its Affiliates, the employee of Company or its Affiliates ranked most senior by employment grade who has a right to receive a portion of the Earn-Out Payments shall be the Earn-Out Representative. (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with If the normal business operations of Buyer, any of the Group Companies, or their respective Affiliates. (b) If Seller Earn-Out Representative disputes the calculation of the Adjusted Earnings for any of the Closing Net Working Capital AmountEarn-Out Year, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price set forth in the Closing Statement or then the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicable, then Seller Representative shall deliver a written notice (a an “Earn-Out Dispute Notice”) to Buyer Purchaser at any time during the forty-five thirty (4530) day period commencing upon receipt by Seller of the Closing Statement or the Earn-Out Milestone Statement, as Representative of the applicable Earn-Out Deliveries (the “Earn-Out Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Earn-Out Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detail. (ciii) If Seller the Earn-Out Representative does not deliver a an Earn-Out Dispute Notice to Buyer Purchaser prior to the expiration of the Earn-Out Review Period, XxxxxPurchaser’s calculation of Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price set forth in the Closing Statement, or of the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, Adjusted Earnings shall be deemed final and binding for all purposes of this Agreement. (div) If Seller the Earn-Out Representative delivers a an Earn-Out Dispute Notice to Buyer Purchaser prior to the expiration of the Earn-Out Review Period, then Seller the Earn-Out Representative and Buyer Purchaser shall use commercially reasonable efforts in good faith to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Adjusted Earnings for such Earn-Out Payment that are in disputeYear within the thirty (30) day period commencing upon receipt by Purchaser of the Earn-Out Dispute Notice. If Seller the Earn-Out Representative and Buyer Purchaser are unable to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Adjusted Earnings for such Earn-Out Payment that are in dispute Year within twenty such thirty (2030) days after day period, then either Purchaser or the end of Earn-Out Representative shall submit the Review Period, either party shall have unresolved objections to the right to refer such dispute to an independent nationally recognized accounting firm, that is not currently servicing or expected to service Buyer, Seller or any of their Affiliates, that is mutually agreed upon by Xxxxx and Seller (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after , and such twentieth (20th) dayfirm shall be directed by Purchaser and the Earn-Out Representative to resolve the unresolved objections in accordance with the immediately following sentence. In connection with the resolution of any such dispute by the Designated Accounting Firm: (ix) each of Seller Purchaser and Buyer the Earn-Out Representative shall have a reasonable opportunity to submit a written statement to meet with the Designated Accounting Firm to provide its their views as to any disputed issues with respect to the calculation of (including any underlying assumptions) of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Adjusted Earnings for such Earn-Out Payment; Year, (iiy) each of Seller and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Adjusted Earnings for such Earn-Out Payment that are in dispute Year in accordance with the terms of this Agreement as promptly as reasonably practicable (and in any event, within thirty sixty (3060) days after of such referral, ) and upon reaching such determination shall deliver a copy of its calculations (the “Expert Accounting Firm Earn-Out Calculations”) to Seller the Earn-Out Representative and Buyer; Purchaser and (vz) absent manifest error, bias or actual fraud, the determination made by the Designated Accounting Firm of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Adjusted Earnings for such Earn-Out Payment that are in dispute Year shall be conclusive, final and binding upon on all of the parties heretohereto for all purposes of this Agreement, non-appealable, and absent manifest error; provided that such determination shall not be subject to further review; (vi) in calculating the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, affect any rights of Sellers or Purchaser for breaches of this Agreement. The Accounting Firm Earn-Out Payment, the Designated Accounting Firm shall be limited to addressing only those particular disputed items referred to in the Dispute Notice; and (vii) such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be, and no lower than the lower amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, the Purchase Price, or Adjusted Earnings for such Earn-Out Payment Year reflected therein and the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses or Purchase Price set forth in the Closing Statement or Adjusted Earnings for such Earn-Out Payment Year, as the case may be, set forth in the Earn-Out Milestone Statement, as applicableDeliveries. The fees and expenses of the Designated Accounting Firm shall be allocated between Buyerborne by the party whose positions generally did not substantially prevail in such determination as determined by the Accounting Firm, on or if the one handAccounting Firm determines that neither party could be fairly found to be the substantially prevailing party, then such fees and Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested expenses shall be borne equally by such party. Until the date on which Purchaser and the Earn-Out Payment and Earn-Out Milestone Statement shall become final and binding on the parties, Buyer shall cause the Group Companies to preserve the accounting books and records of the Group Companies on which the Earn-Out Milestone Statement is to be based and shall not take any actions with respect to such books and records that would obstruct or prevent the procedures set forth in this Section 2.5 and Section 2.6Representative.

Review; Disputes. (ai) From and after the ClosingClosing until the Cash Purchase Price is finally determined pursuant to this Section 2.4, Buyer shall provide Seller the Sellers’ Representative and any accountants or advisors retained by Seller with reasonable the Sellers’ Representative access to the Records and copies of the Group Companies work papers, back-up materials and books and records used in preparing the Closing Date Schedule as they shall reasonably request for the purpose of enabling Seller the Sellers’ Representative and its his accountants and advisors to calculate, and to review Buyer’s calculation of, the Closing Net Working Capital Amount (including the Closing AFDA Amount), Closing Date Cash, Closing IndebtednessDebt Payoff Amount, Transaction Expenses, Expenses and Cash Purchase Price, and the Earn-Out Payment; provided, however, that (A) such reasonable cooperation is during normal business hours and does not unreasonably interfere with the operations of Buyer and its Affiliates’ (which will include the LSP Working Capital Group following the Closing), (B) such cooperation and access shall be subject to reasonable customary confidentiality restrictions, and (iC) at Seller’s sole cost in no event shall Buyer be required to provide any documents or other information covered by attorney-client privilege, the attorney work product doctrine or other similar protection (it being agreed that Buyer shall be required to notify the Sellers’ Representative that it is withholding documents or information because of such privilege or protection and expenseprovide documents and information (or the contents thereof) to the greatest extent possible without waiving such privilege or protection); provided, further, that all requests by the Sellers’ Representative for such cooperation shall be directed to the Chief Financial Officer of Buyer (as representative for Buyer) or such other person(s) as the Chief Financial Officer may designate. (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with If the normal business operations of Buyer, any of the Group Companies, or their respective Affiliates. (b) If Seller Sellers’ Representative disputes the calculation of any of the Closing Net Working Capital Amount (including the Closing AFDA Amount), Closing Date Cash, Closing Indebtedness, Debt Payoff Amount or Transaction Expenses and Purchase Price set forth in the Closing Statement or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableDate Schedule, then Seller the Sellers’ Representative shall deliver a written notice (a “Dispute Notice”) to Buyer at any time during the fortythirty-five (45) day period commencing upon receipt by Seller the Sellers’ Representative of the Closing Statement or Date Schedule and the Earn-Out Milestone Statement, as applicable related certificate of Buyer (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detaildetail and the Sellers’ Representative’s proposed resolution of each such dispute. Each line item of the Closing Date Schedule which is not disputed in the Dispute Notice in accordance with the immediately preceding sentence shall be deemed to have been accepted by the Sellers’ Representative and shall become final and binding upon the Sellers and Buyer. (ciii) If Seller the Sellers’ Representative does not deliver a Dispute Notice to Buyer prior to the expiration of the Review Period, Xxxxx’s calculation of the Closing Net Working Capital Amount (including the Closing AFDA Amount), Closing Date Cash, Closing IndebtednessDebt Payoff Amount, Transaction Expenses and Cash Purchase Price set forth in the Closing Statement, or of the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, Date Schedule shall be deemed final final, binding and binding non-appealable for all purposes of under this Agreement. (div) If Seller the Sellers’ Representative delivers a Dispute Notice to Buyer prior to the expiration of the Review Period, then Seller the Sellers’ Representative and Buyer shall use commercially reasonable efforts to reach agreement on the Closing Net Working Capital Amount (including the Closing AFDA Amount), Closing Date Cash, Closing Indebtedness, Debt Payoff Amount and/or Transaction Expenses, Purchase Price, or Earn-Out Payment Expenses that are in disputedispute and such negotiations shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If Seller the Sellers’ Representative and Buyer are unable to reach agreement on the Closing Net Working Capital Amount (including the Closing AFDA Amount), Closing Date Cash, Closing Indebtedness, Debt Payoff Amount and/or Transaction Expenses, Purchase Price, or Earn-Out Payment Expenses that are in dispute within twenty (20) days after the end of the Review Period, either party then the Sellers’ Representative, on the one hand, or Buyer, on the other hand, shall have the right to refer such dispute to an independent nationally recognized accounting firm, that is not currently servicing or expected to service Buyer, Seller or any of their Affiliates, that is mutually agreed upon by Xxxxx and Seller (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) Firm after such twentieth (20th) day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (iA) each no more than twenty (20) days following the appointment of Seller and Buyer shall have a reasonable opportunity to submit a written statement to the Designated Accounting Firm to provide its Firm, the Sellers’ Representative, on the one hand, and Buyer, on the other hand, shall submit separate written statements setting forth in detail their respective views as to any disputed issues set forth in the Dispute Notice with respect to the calculation of any of the Closing Net Working Capital Amount (including the Closing AFDA Amount), Closing Date Cash, Closing Indebtedness, Debt Payoff Amount and/or Transaction Expenses, Purchase Price, or Earn-Out Payment; (iiB) each of Seller the Sellers’ Representative, on the one hand, and Buyer Buyer, on the other hand, shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm Firm, acting as an accounting expert, not as an arbitrator, to resolve such disputes; (iiiC) Buyer and Seller agree that all adjustments the Sellers’ Representative shall be made without regard to materiality, and that the scope of the disputes to be resolved by instruct the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Working Capital Amount (including the Closing AFDA Amount), Closing Date Cash, Closing Indebtedness, Debt Payoff Amount and/or Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Expenses in accordance with the terms and definitions of this Agreement (including the Agreed Accounting Principles) within thirty (30) days after such referral, and upon reaching such determination shall to deliver a copy of its determination and the calculations relating thereto (the “Expert Calculations”) to Seller the Sellers’ Representative and Buyer; (vD) absent manifest error, bias or actual fraud, the determination made by the Designated Accounting Firm of the Closing Net Working Capital Amount (including the Closing AFDA Amount), Closing Date Cash, Closing Indebtedness, Debt Payoff Amount and/or Transaction Expenses, Purchase Price, or Earn-Out Payment Expenses that are in dispute shall be conclusive, binding upon the parties Parties hereto, non-appealablenonappealable, and not be subject to further review; (vi) in calculating the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment, the Designated Accounting Firm shall be limited to addressing only those particular disputed items referred to in the Dispute Noticeabsent manifest error; and (viiE) such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by Buyer in or the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount)Sellers’ Representative, as the case may be, and no lower than the lower amount calculated by Buyer or the Sellers’ Representative. In calculating the Closing Net Working Capital Amount (including the Closing AFDA Amount), Closing Date Cash, Closing Debt Payoff Amount and Transaction Expenses, the Designated Accounting Firm shall be limited to addressing only those particular disputed items referred to in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to written statements submitted by Xxxxx and the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may beSellers’ Representative. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount (including the Closing AFDA Amount), Closing Date Cash, Closing Indebtedness, Debt Payoff Amount and/or Transaction Expenses, the Purchase Price, or Earn-Out Payment Expenses reflected therein and the Closing Net Working Capital Amount (including the Closing AFDA Amount), Closing Date Cash, Closing Indebtedness, Debt Payoff Amount and/or Transaction Expenses or Purchase Price set forth in the Closing Statement or Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableDate Schedule. The fees and expenses of the Designated Accounting Firm shall be allocated between Buyer, on the one hand, and Sellerthe Sellers’ Representative, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party Buyer, on one hand, and Sellers, on the other hand, bears to the amount actually contested by such party. Until For example, if the date on which Sellers’ Representative claims that the Earn-Out Payment appropriate adjustments are $1,000 greater than the amount determined by Buyer, and Earn-Out Milestone Statement shall become final and binding on if the parties, Buyer shall cause Designated Accounting Firm ultimately resolves the Group Companies dispute by awarding to preserve the accounting books and records Sellers $300 of the Group Companies on which $1,000 contested, then the Earn-Out Milestone Statement is fees, costs and expenses of the Designated Accounting Firm will be allocated 30% (i.e. 300 ÷ 1,000) to be based Buyer and shall not take any actions with respect 70% (i.e. 700 ÷ 1,000) to such books and records that would obstruct or prevent the procedures set forth in this Section 2.5 and Section 2.6Sellers.

Review; Disputes. (a) From and after the Closing, Buyer shall provide Seller and any accountants or advisors retained by Seller with reasonable access at reasonable times to the Records of the Group Companies that were used in, or are relevant to, the preparation of the Closing Statement and each component relevant thereto for the purpose of enabling Seller and its accountants and advisors to calculate, and to review Buyer’s calculation of, the Closing Net Working Capital Amount, Closing Regulatory Adjustment, Minimum Regulatory Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Expenses and Purchase Price, provided that Seller and the Earn-Out Payment; provided, however, that such reasonable its accountants or advisors shall have entered into a customary confidentiality agreement and any customary access shall be (i) at Sellerletters reasonably requested by Xxxxx’s sole cost and expense, (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with the normal business operations of Buyer, any of or the Group Companies, or their respective Affiliates’ accounting advisors. (b) If Seller disputes the calculation of any of the Closing Net Working Capital Amount, Closing Regulatory Adjustment, Minimum Regulatory Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price set forth in the Closing Statement or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicable, then Seller shall deliver a written notice (a “Dispute Notice”) to Buyer at any time during the forty-five (45) day period commencing upon receipt by Seller of the Closing Statement or the Earn-Out Milestone Statement, as applicable (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detail, including the specific adjustments (including dollar amounts) to the Closing Statement that Seller believes in good faith should be made. Any amount, determination or calculation contained in the Closing Statement and not specifically disputed in the Dispute Notice delivered to Buyer prior to the expiration of the Review Period shall be deemed final and binding for all purposes of this Agreement. (c) If Seller does not deliver a Dispute Notice to Buyer prior to the expiration of the Review Period, XxxxxBuyer’s calculation of Closing Net Working Capital Amount, Closing Regulatory Adjustment, Minimum Regulatory Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price set forth in the Closing Statement, or of the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, Statement shall be deemed final and binding for all purposes of this Agreement. (d) If Seller delivers a Dispute Notice to Buyer prior to the expiration of the Review Period, then Seller and Buyer shall use commercially reasonable efforts to reach agreement on the Closing Net Working Capital Amount, Closing Regulatory Adjustment, Minimum Regulatory Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Expenses or Purchase Price, or Earn-Out Payment Price that are in dispute. If Seller and Buyer are unable to reach agreement on the Closing Net Working Capital Amount, Closing Regulatory Adjustment, Minimum Regulatory Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Expenses or Purchase Price, or Earn-Out Payment Price that are in dispute within twenty (20) days after the end of the Review Period, either party shall have the right to refer such dispute to an independent nationally recognized accounting firm, that is not currently servicing or expected to service Buyer, Seller or any of their Affiliates, firm that is mutually agreed upon by Xxxxx Buyer and Seller (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such twentieth (20th) day; provided, that any communications between Seller or its Affiliates and Buyer (or their respective Representatives) during such twenty (20) day period shall (unless otherwise agreed by Seller and Buyer in writing) be considered settlement discussions pursuant to the Federal Rule of Evidence 408 and similar state rules and the Designated Accounting Firm will be instructed to disregard any evidence of such communications in its consideration of the disputed issues. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Seller and Buyer shall have a reasonable opportunity to submit a written statement to the Designated Accounting Firm to provide its views as to any disputed issues with respect to the calculation of any of the Closing Net Working Capital Amount, Closing Regulatory Adjustment, Minimum Regulatory Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Expenses or Purchase Price, or Earn-Out Payment; (ii) each of Seller and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) disputes and neither Buyer and nor Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by have any ex parte communications with the Designated Accounting Firm shall be limited relating to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iviii) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Working Capital Amount, Closing Regulatory Adjustment, Minimum Regulatory Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Expenses or Purchase Price, or Earn-Out Payment Price that are in dispute in accordance with the terms of this Agreement within thirty (30) days after such referralsubmission by Buyer and Seller of the written presentations and any written responses specified in the engagement letter with the Designated Accounting Firm, and upon reaching such determination shall deliver a copy of its calculations (the “Expert Calculations”) to Seller and Buyer; and (viv) absent manifest error, bias error or actual fraud, the determination made by the Designated Accounting Firm of the Closing Net Working Capital Amount, Closing Regulatory Adjustment, Minimum Regulatory Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Expenses or Purchase Price, or Earn-Out Payment Price that are in dispute shall be conclusive, binding upon the parties hereto, non-appealable, and not be subject to further review; (vi) in . In calculating the Closing Net Working Capital Amount, Closing Regulatory Adjustment, Minimum Regulatory Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Expenses and Purchase Price, or Earn-Out Payment, the Designated Accounting Firm shall be limited to addressing only those particular disputed items referred to in the Dispute Notice; Notice to which Buyer and (vii) Seller have disagreed within the applicable time periods and on the terms specified in this Section 2.5 and must resolve all unresolved disputed items in accordance with the terms and provisions of this Agreement including the definitions herein and the Accounting Principles, and such calculation shall, with respect to any disputed item, be no not assign any value to any item greater than the higher greatest value for such item, or less than the smallest value for such item represented by either the final amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, (as applicable, or modified following discussions with Seller in a Dispute Notice (if with respect and as submitted to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as Designated Accounting Firm at the case may be, outset of the dispute resolution process) and no lower than the lower final amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, Xxxxxx (as applicable, or Seller in a Dispute Notice (if modified following discussions with respect Xxxxx and as submitted to the Earn-Out Milestone Statement, such Dispute Notice contains an amountDesignated Accounting Firm at the outset of the dispute resolution process), as the case may be. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount, Closing Regulatory Adjustment, Minimum Regulatory Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, the Expenses or Purchase Price, or Earn-Out Payment Price reflected therein and the Closing Net Working Capital Amount, Closing Regulatory Adjustment, Minimum Regulatory Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses or Purchase Price set forth in the Closing Statement or Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicable. The fees and expenses of the Designated Accounting Firm shall be allocated between Buyer, on the one hand, and Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. Until the date on which the Earn-Out Payment and Earn-Out Milestone Statement shall become final and binding on the parties, Buyer shall cause the Group Companies to preserve the accounting books and records of the Group Companies on which the Earn-Out Milestone Statement is to be based and shall not take any actions with respect to such books and records that would obstruct or prevent the procedures set forth in this Section 2.5 and Section 2.6.

Review; Disputes. (ai) From and after the Closing, Buyer Purchaser shall provide Seller the Sellers’ Agent and any accountants or advisors retained by Seller the Sellers’ Agent with reasonable access to the Records of the Group Companies for the purpose of enabling Seller and its accountants and advisors to calculateaccess, and to review Buyer’s calculation of, the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, and the Earn-Out Payment; provided, however, that such reasonable access shall be (i) at Seller’s sole cost and expense, (ii) granted upon reasonable prior notice and during normal business hours, to the relevant books and (iii) conducted in a manner that does not interfere with the normal business operations of Buyer, any records of the Group Companies, or their respective Affiliates. (b) Company reasonably relevant to the preparation of the Closing Balance Sheet and the Closing Date Schedule. If Seller Purchaser disputes the calculation of any of the Net Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price EquityAmount set forth in the Closing Statement Balance Sheet or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableClosing Date Schedule, then Seller Purchaser shall deliver a written notice (a “Dispute Closing EquityDispute Notice”) to Buyer Sellers’ Agent at any time during the forty-five thirty (4530) day period commencing upon receipt by Seller Purchaser of the Closing Statement or Balance Sheet and the Earn-Out Milestone StatementClosing Date Schedule, all as applicable prepared by the Sellers’ Agent in accordance with the requirements of Section 1.6(b) (the “Review Closing EquityReview Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Closing EquityDispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detail. (cii) If Seller Purchaser does not deliver a Dispute Closing EquityDispute Notice to Buyer the Sellers’ Agent prior to the expiration of the Review Closing EquityReview Period, Xxxxxthe Sellers’ Agent’s calculation of the Net Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price EquityAmount set forth in the Closing Statement, or of Balance Sheet and the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, Closing Date Schedule shall be deemed final and binding on Purchaser, the Sellers and the Sellers’ Agent for all purposes of this Agreement. (diii) If Seller Purchaser delivers a Dispute Closing EquityDispute Notice to Buyer the Sellers’ Agent prior to the expiration of the Review Closing EquityReview Period, then Seller the Sellers’ Agent and Buyer Purchaser shall use commercially reasonable efforts in good faith to reach agreement on the Net Closing Net Working Capital Amount, EquityAmount within the fifteen (15) day period commencing upon receipt by the Sellers’ Agent of the Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in disputeEquityDispute Notice. If Seller the Sellers’ Agent and Buyer Purchaser are unable to reach agreement on the Net Closing Net Working Capital AmountEquity Amount within such fifteen (15) day period, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, then either Purchaser or Earn-Out Payment that are in dispute within twenty (20) days after the end of Sellers’ Agent shall submit the Review Period, either party shall have unresolved objections to the right to refer such dispute to an independent nationally recognized accounting firm, that is not currently servicing or expected to service Buyer, Seller or any of their Affiliates, that is mutually agreed upon by Xxxxx and Seller (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after , and such twentieth (20th) dayfirm shall be directed by Purchaser and the Sellers’ Agent to resolve solely the unresolved objections in accordance with the immediately following sentence. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Seller Purchaser and Buyer the Sellers’ Agent shall have a reasonable opportunity to submit a written statement to meet with the Designated Accounting Firm to provide its their views as to any disputed issues with respect to the calculation of any of the Net Closing Net Working Capital Equity Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment; (ii) each of Seller and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Net Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Equity Amount in accordance with the terms of this Agreement as promptly as reasonably practicable (and in any event, within thirty (30) days after of such referral, ) and upon reaching such determination shall deliver a copy of its calculations (the “Expert Accounting Firm Closing Equity Calculations”) to Seller the Sellers’ Agent and Buyer; Purchaser and (viii) absent manifest error, bias or actual fraud, the determination made by the Designated Accounting Firm of the Net Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Equity Amount shall be conclusive, final and binding upon on all of the parties heretohereto for all purposes of this Agreement, non-appealable, and not be subject to further review; (vi) in calculating the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment, the Designated absent manifest error. The Accounting Firm shall be limited to addressing only those particular disputed items referred to in the Dispute Notice; and (vii) such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be, and no lower than the lower amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be. The Expert Equity Calculations shall reflect in detail the differences, if any, between the Net Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, the Purchase Price, or Earn-Out Payment Equity Amount reflected therein and the Net Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses or Purchase Price Equity Amount set forth in the Closing Statement or Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableBalance Sheet and Closing Date Schedule. The fees and expenses of the Designated Accounting Firm shall be allocated between Buyerborne by the party whose positions generally did not substantially prevail in such determination as determined by the Accounting Firm, or if the Accounting Firm determines that neither party could be fairly found to be the substantially prevailing party, then such fees and expenses shall be borne equally by Purchaser and the Sellers’ Agent on the one hand, and Seller, on the other hand, based upon the percentage which the portion behalf of the contested amount not awarded to each party bears to the amount actually contested by such party. Until the date on which the Earn-Out Payment and Earn-Out Milestone Statement shall become final and binding on the parties, Buyer shall cause the Group Companies to preserve the accounting books and records of the Group Companies on which the Earn-Out Milestone Statement is to be based and shall not take any actions with respect to such books and records that would obstruct or prevent the procedures set forth in this Section 2.5 and Section 2.6Sellers.

Review; Disputes. (a) From and after the Closing, Buyer shall provide Seller and any accountants or advisors retained by Seller with reasonable access to the Records of the Group Companies for the purpose of enabling Seller and its accountants and advisors to calculate, and to review Buyer’s calculation of, the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, and the Earn-Out Payment; provided, however, that such reasonable access shall be (i) at Seller’s sole cost and expense, (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with the normal business operations of Buyer, any of the Group Companies, or their respective Affiliates. (b) If Seller Securityholders’ Agent disputes the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price set forth items referenced in the Closing Statement or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableSection 2.11(a), then Seller Securityholders’ Agent shall deliver a written notice (a “Dispute Notice”) to Buyer Acquiror at any time during the forty-five thirty (45) day 30)-day period commencing upon receipt by Seller delivery to the Securityholders’ Agent of the Closing Statement or the Earn-Out Milestone Statement, as applicable Date Schedule (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detail. (cii) If Seller Securityholders’ Agent does not deliver a Dispute Notice to Buyer Acquiror prior to the expiration of the Review Period, Xxxxx’s calculation of Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price set forth in the Closing Statement, or of the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, Date Schedule shall be deemed final and binding for all purposes of this Agreementbinding. (diii) If Seller Securityholders’ Agent delivers a Dispute Notice to Buyer Acquiror prior to the expiration of the Review Period, then Seller Acquiror and Buyer Securityholders’ Agent shall use commercially reasonable efforts negotiate in good faith to reach agreement on any items disputed in the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in disputeDispute Notice within the ten (10) day period commencing upon delivery to Acquiror of the Dispute Notice. If Seller Securityholders’ Agent and Buyer Acquiror are unable to reach agreement on any items in the Closing Net Working Capital AmountDispute Notice within such ten (10) day period, Closing Cashthen either Acquiror or Securityholders’ Agent may submit the unresolved objections to the office of Deloitte LLP, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute within twenty (20) days after the end of the Review Period, either party shall have the right to refer such dispute to an independent nationally recognized a national accounting firm, that is not currently servicing or expected to service Buyer, Seller or any of their Affiliates, that is mutually agreed upon by Xxxxx and Seller firm (such firm, or and any successor thereto, being referred to herein as the “Designated Accounting Firm”) after ), and such twentieth (20th) dayfirm shall be directed by Securityholders’ Agent and Acquiror to resolve the unresolved objections in accordance with the immediately following sentence. In connection with the resolution of any such dispute by the Designated Accounting Firm: Firm (i) each of Seller Acquiror and Buyer Securityholders’ Agent shall have a reasonable opportunity to submit a written statement to meet with the Designated Accounting Firm to provide its their views as to any disputed issues with respect to the calculation of any of the Closing Net Working Capital Amountissues, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment; (ii) each of Seller and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether determine only such items as remain disputed from the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Dispute Notice in accordance with the terms of this Agreement as promptly as reasonably practicable (and in any event, within thirty twenty (3020) days after of such referral, ) and upon reaching such determination shall deliver a reasonably detailed copy of its calculations to Securityholders’ Agent and Acquiror and (the “Expert Calculations”iii) to Seller and Buyer; (v) absent manifest error, bias or actual fraud, the determination made by the Designated Accounting Firm of disputes arising from the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are items referenced in dispute Section 2.11(a) shall be conclusivefinal and binding, binding upon absent manifest error; provided, however, that the parties hereto, non-appealable, and not be subject to further review; (vi) in calculating the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment, the Designated Accounting Firm shall be limited to addressing only those particular Firm’s resolution of each disputed items referred to in item from the Dispute Notice; Notice must be within the range of differences between Acquiror’s and (vii) such calculation shall, Securityholders’ Agent’s positions with respect to any each such disputed item, be no greater than the higher amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be, and no lower than the lower amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, the Purchase Price, or Earn-Out Payment reflected therein expenses and the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses or Purchase Price set forth in the Closing Statement or Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicable. The fees and expenses of the Designated Accounting Firm shall be allocated equally between Buyer, the Surviving Corporation and the Securityholders’ Agent on the one hand, and Seller, on the other hand, based upon the percentage which the portion behalf of the contested amount not awarded to each party bears to the amount actually contested by such party. Until the date on which the Earn-Out Payment and Earn-Out Milestone Statement shall become final and binding on the parties, Buyer shall cause the Group Companies to preserve the accounting books and records of the Group Companies on which the Earn-Out Milestone Statement is to be based and shall not take any actions with respect to such books and records that would obstruct or prevent the procedures set forth in this Section 2.5 and Section 2.6Effective Time Holders.

Review; Disputes. (ai) From and after the ClosingClosing until the Purchase Price is finally determined pursuant to this Section 2.8, Buyer shall use its commercially reasonable efforts to provide Seller the Stockholder Representative and any accountants or advisors retained by Seller with reasonable access to the Records of the Group Companies Stockholder Representative such information and detail as they shall reasonably request for the purpose of enabling Seller the Stockholder Representative and its accountants and advisors to calculate, and to review Buyer’s calculation of, the Closing Net Working Capital Amount, Closing Date Cash, Closing Indebtedness, Transaction Expenses, the Purchase Price, the Closing Merger Consideration and the Earn-Out PaymentPer Share Consideration; provided, howeverthat, in no event shall Buyer be required to provide any documents or other information covered by attorney-client privilege, the attorney work product doctrine or other similar protection (it being agreed that such reasonable access Buyer shall be required to notify the Stockholder Representative that it is withholding documents or information because of such privilege or protection and use commercially reasonable efforts to provide documents and information (ior the contents thereof) at Seller’s sole cost and expense, to the greatest extent possible without waiving such privilege or protection). (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with If the normal business operations of Buyer, any of the Group Companies, or their respective Affiliates. (b) If Seller Stockholder Representative disputes the calculation of any of the Closing Net Working Capital Amount, Closing Date Cash, Closing Indebtedness, Indebtedness or Transaction Expenses and Purchase Price set forth in the Closing Statement or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableDate Schedule, then Seller the Stockholder Representative shall deliver a written notice (a “Dispute Notice”) to Buyer at any time during the forty-five (45) thirty day period commencing upon receipt by Seller the Stockholder Representative of the Closing Statement or Date Schedule and the Earn-Out Milestone Statement, as applicable related certificate of Buyer (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detaildetail and the Stockholder Representative’s proposed resolution of each such dispute. (ciii) If Seller the Stockholder Representative does not deliver a Dispute Notice to Buyer prior to the expiration of the Review Period, XxxxxBuyer’s calculation of the Closing Net Working Capital Amount, Closing Date Cash, Closing Indebtedness, Transaction Expenses Expenses, the Purchase Price, the Closing Merger Consideration and Purchase Price the Per Share Consideration set forth in the Closing Statement, or of the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, Date Schedule shall be deemed final final, binding and binding non-appealable for all purposes of under this Agreement. (div) If Seller the Stockholder Representative delivers a Dispute Notice to Buyer prior to the expiration of the Review Period, then Seller the Stockholder Representative and Buyer shall use commercially reasonable efforts to reach agreement on the Closing Net Working Capital Amount, Closing Date Cash, Closing Indebtedness, Indebtedness and/or Transaction Expenses, Purchase Price, or Earn-Out Payment Expenses that are in disputedispute and such negotiations shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If Seller the Stockholder Representative and Buyer are unable to reach agreement on the Closing Net Working Capital Amount, Closing Date Cash, Closing Indebtedness, Indebtedness and/or Transaction Expenses, Purchase Price, or Earn-Out Payment Expenses that are in dispute within twenty (20) days after the end of the Review Period, either party then the Stockholder Representative or Buyer shall have the right to refer such dispute to an independent nationally recognized accounting firm, that is not currently servicing or expected to service Buyer, Seller or any of their Affiliates, that is mutually agreed upon by Xxxxx and Seller (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) Firm after such twentieth (20th) day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (iA) each of Seller the Stockholder Representative and Buyer shall have a reasonable opportunity to submit a written statement to meet with the Designated Accounting Firm to provide its views as to any disputed issues with respect to the calculation of any of the Closing Net Working Capital Amount, Closing Date Cash, Closing Indebtedness, Indebtedness and/or Transaction Expenses, Purchase Price, or Earn-Out Payment; (iiB) each of Seller the Stockholder Representative and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm Firm, acting as an expert, not as an arbitrator, to resolve such disputes; (iiiC) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Working Capital Amount, Closing Date Cash, Closing Indebtedness, Indebtedness and/or Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Expenses in accordance with the terms and definitions of this Agreement (including the Agreed Accounting Principles) within thirty (30) days after such referral, and upon reaching such determination shall deliver a copy of its calculations (the “Expert Calculations”) to Seller the Stockholder Representative and Buyer; (vD) absent subject to manifest error, bias or actual fraud, the determination made by the Designated Accounting Firm of the Closing Net Working Capital Amount, Closing Date Cash, Closing Indebtedness, Indebtedness and/or Transaction Expenses, Purchase Price, or Earn-Out Payment Expenses that are in dispute shall be conclusive, binding upon the parties Parties hereto, non-appealablenonappealable, and not be subject to further review; (vi) in calculating the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment, the Designated Accounting Firm and shall be limited considered a final arbitration award that is enforceable pursuant to addressing only those particular disputed items referred to in the Dispute Noticeterms of the Federal Arbitration Act; and (viiE) such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by Buyer in or the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount)Stockholder Representative, as the case may be, and no lower than the lower amount calculated by Buyer or the Stockholder Representative. In calculating the Closing Net Working Capital Amount, Closing Date Cash, Closing Indebtedness and Transaction Expenses, the Designated Accounting Firm shall be limited to addressing only those particular disputed items referred to in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may beNotice. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount, Closing Date Cash, Closing Indebtedness, Indebtedness and/or Transaction Expenses, the Purchase Price, or Earn-Out Payment Expenses reflected therein and the Closing Net Working Capital Amount, Closing Date Cash, Closing Indebtedness, Indebtedness and/or Transaction Expenses or Purchase Price set forth in the Closing Statement or Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableDate Schedule. The fees and expenses of the Designated Accounting Firm shall be allocated between Buyer, on the one hand, and SellerStockholders, severally in proportion to their respective Percentage Shares and paid from the Representative Holdback Amount, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. Until For example, if the date on which Stockholder Representative claims that the Earn-Out Payment appropriate adjustments are $1,000 greater than the amount determined by Buyer, and Earn-Out Milestone Statement shall become final and binding on if the parties, Buyer shall cause Designated Accounting Firm ultimately resolves the Group Companies dispute by awarding to preserve the accounting books and records Stockholders $300 of the Group Companies on which $1,000 contested, then the Earn-Out Milestone Statement is fees, costs and expenses of the Designated Accounting Firm will be allocated 30% (i.e. 300 ÷ 1,000) to be based Buyer and shall not take any actions with respect 70% (i.e. 700 ÷ 1,000) to such books and records that would obstruct or prevent the procedures set forth in this Section 2.5 and Section 2.6Stockholders.

Review; Disputes. (ai) From The Buyer and the Seller shall, and shall cause their respective Representatives to, cooperate and assist in the preparation of the Closing Balance Sheet, the Closing Date Schedule, the Capital Expenditure Schedule and the calculation of the Closing Net Working Capital Amount and the Actual 2009 Capital Expenditures, and in the conduct of the review referred to in this Section 3.2. Without limiting the foregoing, from and after the ClosingClosing until the end of the Review Period, the Buyer shall provide the Seller and any accountants or advisors retained by Seller its Representatives with reasonable full access to the Records books, records and employees of the Group Companies Buyer and its Subsidiaries, including any applicable Documentary Materials and any related work papers of Representatives of Buyer, upon reasonable notice and during regular business hours for the purpose purposes of enabling the Seller and its accountants and advisors Representatives to calculate, and to review the Buyer’s calculation of, the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase PriceAmount and the Actual 2009 Capital Expenditures, and to review Buyer’s preparation of the Earn-Out Payment; providedClosing Balance Sheet, however, that such reasonable access shall be (i) at Seller’s sole cost the Closing Date Schedule and expense, the Capital Expenditure Schedule. (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with If the normal business operations of Buyer, any of the Group Companies, or their respective Affiliates. (b) If Seller disputes the calculation preparation of the Closing Balance Sheet, the Closing Date Schedule or the Capital Expenditure Schedule, the determination of any item shown thereon on, or the omission of any item therefrom, or the calculation of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price set forth in the Closing Statement Amount or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableActual 2009 Capital Expenditures, then the Seller shall deliver a written notice disagreeing with the preparation of the Closing Balance Sheet, the Closing Date Schedule or the Capital Expenditure Schedule and/or the calculation of the Closing Net Working Capital Amount or the Actual 2009 Capital Expenditures and setting forth the Seller’s disagreement with respect thereto (a “Dispute Notice”) to the Buyer at any time during the forty-five thirty (4530) day period commencing upon receipt by the Seller of the Closing Statement or Balance Sheet, the Earn-Out Milestone StatementClosing Date Schedule and the Capital Expenditure Schedule and the related certificate from the Buyer, all as applicable prepared by the Buyer in accordance with the requirements of Section 3.2(b) (with such thirty (30) day period subject to extension for any failure by Buyer to provide access to Seller and its Representatives in accordance with Section 3.2(c)(i), the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth the basis for the dispute of any such calculation relating calculation, to the extent applicable, in reasonable detail. (ciii) If the Seller does not deliver a Dispute Notice to the Buyer prior to the expiration of the Review Period, Xxxxxthe Closing Balance Sheet and the Capital Expenditure Schedule as delivered by the Buyer and the Buyer’s calculation of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses Amount and Purchase Price the Actual 2009 Capital Expenditures set forth in the Closing Statement, Date Schedule or of the Earn-Out Payment as set forth in the Earn-Out Milestone StatementCapital Expenditure Schedule, as applicablethe case may be, shall be deemed final and binding on the Selling Entities and Buyer for all purposes of this Agreementpurposes, except to the extent otherwise agreed in writing by Seller and Buyer. (div) If the Seller delivers a Dispute Notice to the Buyer prior to the expiration of the Review Period, then the Seller and the Buyer shall use commercially reasonable efforts to reach agreement on the Closing Balance Sheet, the Closing Date Schedule, the Capital Expenditure Schedule, the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in disputeand the Actual 2009 Capital Expenditures. If the Seller and the Buyer are unable to reach agreement on the Closing Balance Sheet, the Closing Date Schedule, the Capital Expenditure Schedule, the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, Amount or Earn-Out Payment that are in dispute the Actual 2009 Capital Expenditures within twenty thirty (2030) days after the end of the Review Perioddelivery of the Dispute Notice, either party the Seller and the Buyer shall have the right to refer such dispute to an independent nationally recognized accounting firm, that is not currently servicing or expected to service Buyer, Seller or any of their Affiliates, that is mutually agreed upon by Xxxxx and Seller Xxxxxxxx LLP (such firm, or any successor thereto, being referred to herein as the “Designated Accounting FirmAccountant”) after such twentieth for resolution and (20th) day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (iA) each of the Buyer and the Seller and Buyer shall have a reasonable opportunity to submit a written statement to meet with the Designated Accounting Firm Accountant to provide its their views as to any disputed issues with respect to the Closing Balance Sheet, the Closing Date Schedule, the Capital Expenditure Schedule and the calculation of any of the Closing Net Working Capital AmountAmount and the Actual 2009 Capital Expenditures, (B) the Accountant shall determine the final Closing Balance Sheet, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment; (ii) each of Seller and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting PrinciplesDate Schedule, the methodologies set forth on Exhibits ACapital Expenditure Schedule, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Amount and the Actual 2009 Capital Expenditures in accordance with the terms of this Agreement within thirty (30) days after of such referral, referral and upon reaching such determination shall deliver a copy of the final Closing Balance Sheet and its calculations (the “Expert Calculations”) to Seller and Buyer; (v) absent manifest error, bias or actual fraud, the determination made by the Designated Accounting Firm of the Closing Net Working Capital AmountAmount and the Actual 2009 Capital Expenditures (the “Final Calculations”) to the Buyer and the Seller, and (C) the determination made by the Accountant of the Closing CashBalance Sheet, the Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Net Working Capital Amount and the Actual 2009 Capital Expenditures shall be conclusive, final and binding upon on the parties hereto, non-appealable, Selling Entities and not be subject to further review; (vi) in the Buyer for all purposes of this Agreement. In preparing the final Closing Balance Sheet and calculating the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out PaymentAmount and the Actual 2009 Capital Expenditures, the Designated Accounting Firm Accountant (x) shall be limited to addressing only those any particular disputed items disputes referred to in the Dispute Notice; Notice and (viiy) any such calculation of the Closing Net Working Capital Amount or the Actual 2009 Capital Expenditures shall, with respect to any disputed item, be no greater than the higher amount calculated by Buyer in the Closing Statement Seller or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may beBuyer, and no lower less than the lower amount calculated by Buyer in the Closing Statement Seller or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount)Buyer, as the case may be. The Expert Final Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, the Purchase Price, or Earn-Out Payment Amount reflected therein and the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses or Purchase Price Amount set forth in the Closing Statement Date Schedule, or Earn-Out Payment between the Actual 2009 Capital Expenditures reflected therein and the Actual 2009 Capital Expenditures set forth in the Earn-Out Milestone Statement, as applicableCapital Expenditure Schedule. The fees and expenses Accountant will determine the allocation of the Designated Accounting Firm shall be allocated between Buyer, cost of its review and report based on the one hand, and Seller, on the other hand, based upon inverse of the percentage which the portion of the contested amount not awarded to each party its determination (before such allocation) bears to the total amount actually contested by such party. Until the date on which the Earn-Out Payment and Earn-Out Milestone Statement shall become final and binding on the parties, Buyer shall cause the Group Companies to preserve the accounting books and records of the Group Companies on which disputed portions of the Earn-Out Milestone Statement is Closing Net Working Capital Amount, the Closing Date Schedule, the Closing Balance Sheet, the Capital Expenditure Schedule and the Actual 2009 Capital Expenditures as originally submitted to the Accountant. For example, should the disputed portions total in amount to $1,000 and the Accountant awards $600 in favor of the Sellers’ position, 60% of the costs of its review would be based borne by the Buyer and shall not take any actions with respect to such books and records that 40% of the costs would obstruct or prevent be borne by the procedures set forth in this Section 2.5 and Section 2.6Seller.

Review; Disputes. (ai) From and after the ClosingEffective Date, Buyer the Surviving Corporation shall provide Seller the Representative and any accountants or advisors retained by Seller the Representative with access, at reasonable access times during normal business hours and upon reasonable notice, to the Records books and records of the Group Companies Surviving Corporation for the purpose of purposes of: (A) enabling Seller the Representative and its accountants and advisors to calculate, and to review Buyerthe Surviving Corporation’s calculation of, the Closing Cash, Closing Net Working Capital Amount, Amount and Closing Date Indebtedness; and (B) identifying any dispute related to the calculation of the Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, Net Working Capital Amount and Closing Date Indebtedness in the Earn-Out Payment; provided, however, that Closing Date Schedule. The reasonable fees and expenses of any such reasonable access accountants and advisors retained by the Representative shall be (i) at Seller’s sole cost and expense, paid by the Representative from the Escrow Expense Fund. (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with If the normal business operations of Buyer, any of the Group Companies, or their respective Affiliates. (b) If Seller Representative disputes the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price item set forth in the Closing Statement or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableDate Schedule, then Seller the Representative shall deliver a written notice (a “Dispute Notice”) to Buyer the Surviving Corporation and the Escrow Agent at any time during the forty60-five (45) day period commencing upon receipt by Seller the Representative of the Closing Statement or Balance Sheet, the Earn-Out Milestone StatementClosing Date Schedule and the related certificate of the Surviving Corporation’s Chief Financial Officer, all as applicable prepared by the Surviving Corporation in accordance with the requirements of Section 1.08(c) (subject to extension for any period of inadequate access to the underlying records) (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detail. (ciii) If Seller the Representative does not deliver a Dispute Notice to Buyer the Surviving Corporation prior to the expiration of the Review Period, Xxxxxthe Surviving Corporation’s calculation of the Closing Cash, Closing Net Working Capital Amount, Amount and Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price Date Indebtedness set forth in the Closing Statement, or of the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, Date Schedule shall be deemed final and binding on Buyer, the Surviving Corporation, the Representative and the Equityholders for all purposes of this Agreement. (div) If Seller the Representative delivers a Dispute Notice to Buyer the Surviving Corporation prior to the expiration of the Review Period, then Seller the Representative and Buyer the Surviving Corporation shall use commercially reasonable efforts to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in disputedisputed calculations. If Seller the Representative and Buyer the Surviving Corporation are unable to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Date Schedule within twenty (20) 30 days after the end of the Review Period, either party shall have the right to refer such dispute to an independent nationally recognized accounting firmthe Atlanta, that is not currently servicing or expected to service Buyer, Seller or any Georgia office of their Affiliates, that is mutually agreed upon by Xxxxx and Seller Ernst & Young LLP (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such twentieth (20th) 30th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (iA) each of Seller the Surviving Corporation and Buyer the Representative shall have a reasonable opportunity to submit a written statement to meet with the Designated Accounting Firm to provide its their views as to any disputed issues with respect to the calculation of any of the Closing Cash, Closing Net Working Capital Amount, Amount and Closing Date Indebtedness; (B) the Firm shall determine the Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment; (ii) each of Seller and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Working Capital Amount, Amount and Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Date Indebtedness in accordance with the terms of this Agreement within thirty (30) 30 days after of such referral, referral and upon reaching such determination shall deliver a copy of its calculations (the “Expert Calculations”) to Seller the Representative, Surviving Corporation and Buyerthe Escrow Agent; and (vC) absent manifest error, bias or actual fraud, the determination made by the Designated Accounting Firm of the Closing Cash, Closing Net Working Capital AmountAmount and Closing Date Indebtedness shall be final and binding on Buyer, the Surviving Corporation, the Representative and the Equityholders for all purposes of this Agreement, absent manifest error. In calculating the Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute shall be conclusive, binding upon the parties hereto, non-appealable, and not be subject to further review; (vi) in calculating the Closing Net Working Capital Amount, Amount and Closing Cash, Closing Date Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment, (I) the Designated Accounting Firm shall be limited to addressing only those any particular disputed items disputes referred to in the Dispute Notice; Notice and (viiII) such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by Buyer in the Closing Statement Representative or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may beSurviving Corporation, and no lower less than the lower amount calculated by Buyer in the Closing Statement Representative or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount)Surviving Corporation, as the case may be. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, the Purchase Price, or Earn-Out Payment reflected therein and the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses or Purchase Price set forth in the Closing Statement or Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicable. The fees and expenses of the Designated Accounting Firm shall be allocated between Buyer, borne equally by the Surviving Corporation and the Representative (solely on the one hand, and Seller, on the other hand, based upon the percentage which the portion behalf of the contested amount not awarded to each party bears to the amount actually contested by such party. Until the date on which the Earn-Out Payment Equityholders; it being understood that any fees and Earn-Out Milestone Statement shall become final and binding on the parties, Buyer shall cause the Group Companies to preserve the accounting books and records expenses of the Group Companies on which Firm payable by the Earn-Out Milestone Statement is to Representative shall be based and shall not take any actions with respect to such books and records that would obstruct or prevent payable from the procedures set forth in this Section 2.5 and Section 2.6Escrow Expense Fund).

Review; Disputes. (ai) From and after the ClosingEffective Time, Buyer Acquirer and the Surviving Corporation shall provide Seller the Stockholders’ Agent and any accountants or advisors retained by Seller its Representatives with reasonable access during normal business hours (upon reasonable notice) to the Records books and records of the Group Companies Surviving Corporation for the purpose of enabling Seller and its accountants and advisors the Stockholders’ Agent to calculate, and to review Buyer’s calculation of, calculate the Closing Tangible Net Working Capital Worth Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, and the Earn-Out Payment; provided, however, that such reasonable access shall be (i) at Seller’s sole cost and expense, . (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with If the normal business operations of Buyer, any of the Group Companies, or their respective Affiliates. (b) If Seller Stockholders’ Agent disputes the calculation of any of the Closing Tangible Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price Worth Amount set forth in the Closing Statement or the Earn-Out Payment set forth in the Earn-Out Milestone Company Statement, as applicable, then Seller the Stockholders’ Agent shall deliver a written notice (a “Dispute Notice”) to Buyer Acquirer at any time during the forty30-five (45) day period commencing upon receipt by Seller the Stockholders’ Agent of the Closing Balance Sheet and the Company Statement or the Earn-Out Milestone Statement, as applicable (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detail. (ciii) If Seller the Stockholders’ Agent does not deliver a Dispute Notice to Buyer Acquirer prior to the expiration of the Review Period, XxxxxAcquirer’s calculation of Closing the Tangible Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price Worth Amount set forth in the Closing StatementCompany Statement shall be conclusive and binding upon the Parties and their Affiliates and Representatives, or of the Earn-Out Payment as nonappealable, and not be subject to further review, and shall be considered final for all purposes hereunder. Any matters not expressly set forth in the Earn-Out Milestone Statement, as applicable, Dispute Notice shall be deemed final to have been accepted by the Acquirer and shall be conclusive and binding upon the Parties and their Affiliates and Representatives, and shall be considered final for all purposes of this Agreementhereunder. (div) If Seller the Stockholders’ Agent delivers a Dispute Notice to Buyer Acquirer prior to the expiration of the Review Period, then Seller the Acquirer and Buyer the Stockholders’ Agent shall use commercially reasonable efforts negotiate in good faith to attempt to reach agreement on the Closing Tangible Net Working Capital Worth Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute. If Seller the Acquirer and Buyer the Stockholders’ Agent are unable to reach agreement on the Closing Tangible Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Worth Amount within twenty (20) 20 days after the end of the Review Period, either party shall have the right to refer such dispute to an Ernst & Young LLP or another independent nationally recognized accounting firm, that is not currently servicing or expected to service Buyer, Seller or any of their Affiliates, firm that is mutually agreed upon by Xxxxx Acquirer and Seller the Stockholders’ Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such twentieth (20th) 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i1) each of Seller the Acquirer and Buyer the Stockholders’ Agent shall have a reasonable opportunity to submit a written statement to meet with the Designated Accounting Firm to provide its views as to any disputed issues with respect to the calculation of any of the Closing Tangible Net Working Capital Worth Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment; (ii2) each of Seller the Acquirer and Buyer the Stockholders’ Agent shall promptly provide, or cause to be provided or made availableprovided, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii3) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Tangible Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Worth Amount in accordance with the terms of this Agreement within thirty (30) 30 days after such referral, and upon reaching such determination shall deliver a copy of its calculations (the “Expert Calculations”) to Seller the Acquirer and Buyerthe Stockholders’ Agent; and (v4) absent manifest error, bias or actual fraud, the determination made by the Designated Accounting Firm of the Closing Tangible Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment Worth Amount that are in dispute shall be conclusive, binding upon the parties heretoParties, non-appealableand their Affiliates and Representatives, nonappealable, and not be subject to further review; (vi) in , and shall be considered final for all purposes hereunder. In calculating the Closing Tangible Net Working Capital Worth Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment, the Designated Accounting Firm (A) shall be limited to addressing only those particular disputed items referred to in the Dispute Notice; and (viiB) such calculation shall, with respect to any disputed item, shall be no greater than based solely on written information provided by the higher amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect Acquirer and Stockholders Agent to the Earn-Out Milestone Statement, Designated Accounting Firm (and each of the Stockholders Agent and the Acquirer shall provide the other with copies of all such Dispute Notice contains an amount), as the case may be, and no lower than the lower amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if information concurrently with respect providing it to the Earn-Out Milestone Statement, Designated Accounting Firm) and (C) such Dispute Notice contains an amount), as calculation shall be within the case may berange established by the respective calculations submitted by Acquirer and the Stockholders’ Agent. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Tangible Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, the Purchase Price, or Earn-Out Payment Worth Amount reflected therein and the Closing Tangible Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses or Purchase Price Worth Amount set forth in the Closing Statement or Earn-Out Payment set forth in the Earn-Out Milestone Company Statement, as applicable. The fees and expenses of the Designated Accounting Firm shall be allocated between BuyerAcquirer, on the one hand, and Sellerthe Converting Holders, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. Until If the date on which the Earn-Out Payment and Earn-Out Milestone Statement Converting Holders shall become final and binding on the partiesbe required to pay any such fees or expenses, Buyer such fees or expenses shall cause the Group Companies to preserve the accounting books and records be paid out of the Group Companies on which Adjustment Holdback Fund and/or, if insufficient, out of the Earn-Out Milestone Statement is to be based and shall not take any actions with respect to such books and records that would obstruct or prevent the procedures set forth in this Section 2.5 and Section 2.6Indemnification Holdback Fund.

Review; Disputes. (a) From and after the Closing, Buyer shall provide Seller and any accountants or advisors retained by Seller with reasonable access to the Records If Sellers holding a majority of the Group Companies for Shares dispute the purpose of enabling Seller and its accountants and advisors to calculate, and to review Buyer’s calculation of, the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, and the Earn-Out Payment; provided, however, that such reasonable access shall be (i) at Seller’s sole cost and expense, (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with the normal business operations of Buyer, any of the Group Companies, or their respective Affiliates. (b) If Seller disputes the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price set forth calculations contained in the Closing Statement or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableReport, then Seller Sellers’ Representative shall deliver a written notice (a “Dispute Notice”) to Buyer at any time during Purchaser prior to the forty-five (45) day period commencing upon 15th Business Day following Sellers’ Representative’s receipt by Seller of the Closing Statement or the Earn-Out Milestone Statement, as applicable Report (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth forth, in reasonable detail, each disputed item and amount and the basis for the dispute of any such calculation in reasonable detail. (c) Sellers’ Representative’s disagreement, together with supporting calculations. If Seller Purchaser does not deliver receive a Dispute Notice to Buyer prior to the expiration of the Review Period, Xxxxx’s calculation of Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price set forth in the Closing Statement, or of the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, shall be deemed final and binding for all purposes of this Agreement. (d) If Seller delivers a Dispute Notice to Buyer prior to the expiration of the Review Period, then Seller the amount of the Actual Working Capital contained in the Report shall be deemed accepted by Sellers and Buyer the Purchase Price shall be adjusted pursuant to Section 3.3.1(c). If Purchaser has received a Dispute Notice from Sellers’ Representative, then Sellers’ Representative, on behalf of Sellers, and Purchaser shall use commercially reasonable efforts Commercially Reasonable Efforts to reach agreement on the Closing Net amount of the Actual Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in disputeCapital. If Seller Sellers and Buyer Purchaser are unable to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute within twenty ten (2010) days Business Days after the end of date Purchaser received the Review PeriodDispute Notice, either party Party shall have the right to refer such dispute matter to an independent nationally recognized accounting firm, that is not currently servicing the Neutral Accounting Firm on or expected to service Buyer, Seller or any of their Affiliates, that is mutually agreed upon by Xxxxx and Seller (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such twentieth (20th) day10th Business Day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Seller and Buyer shall have a reasonable opportunity to submit a written statement to the Designated Accounting Firm to provide its views as to any disputed issues with respect to the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment; (ii) each of Seller and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated The Neutral Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Actual Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute in accordance with the terms within 15 days of this Agreement within thirty (30) days after such referral, referral and upon reaching such determination shall deliver a copy of its calculations (the “Expert Neutral Accounting Firm Calculations”) to Seller Sellers’ Representative and Buyer; (v) absent manifest errorPurchaser, bias or actual fraud, the and such determination made by the Designated Accounting Firm of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute shall be conclusive, final and binding upon the parties hereto, non-appealable, on Purchaser and not be subject to further review; (vi) in calculating the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment, the Designated Accounting Firm shall be limited to addressing only those particular disputed items referred to in the Dispute Notice; and (vii) such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be, and no lower than the lower amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, the Purchase Price, or Earn-Out Payment reflected therein and the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses or Purchase Price set forth in the Closing Statement or Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableSellers for all purposes of this Agreement. The fees and expenses of the Designated Neutral Accounting Firm shall be allocated paid by Purchaser if the difference between Buyer, on the one hand, Actual Working Capital shown in the Report and Seller, on the other hand, based upon Actual Working Capital shown in the percentage which Neutral Accounting Firm Calculations is more than Thirty Thousand Dollars ($30,000) and shall be paid by Sellers if the portion difference between the Actual Working Capital shown in the Report and the Actual Working Capital shown in the Neutral Accounting Firm Calculations is equal to or less than Thirty Thousand Dollars ($30,000). If neither Party exercises its right to refer such matter to the Neutral Accounting Firm within five (5) Business Days of the contested amount not awarded to each party bears to time such right accrues, Purchaser’s calculation of the amount actually contested by such party. Until the date on which the Earn-Out Payment and Earn-Out Milestone Statement Actual Working Capital shall become be final and binding on the parties, Buyer shall cause the Group Companies to preserve the accounting books and records of the Group Companies on which the Earn-Out Milestone Statement is to be based and shall not take any actions with respect to such books and records that would obstruct or prevent the procedures set forth in this Section 2.5 and Section 2.6binding.

Review; Disputes. (ai) From and after the one year anniversary of the Closing, Buyer the Purchaser shall provide Seller the Representative and any accountants or advisors retained by Seller the Selling Shareholders with reasonable full access to the Records books and records of the Group Companies Company for the purpose of purposes of: (A) enabling Seller the Selling Shareholders and its their accountants and advisors to calculate, and to review Buyerthe Purchaser’s calculation of, the Closing Net Working Capital EBITDA Amount; and (B) identifying any dispute related to the calculation of the EBITDA Amount in the Purchaser’s Earnout Statement. Costs associated with the foregoing shall be borne by the Selling Shareholders, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, unless there has been a dispute as set forth below and the Earn-Out Payment; providedEBITDA Amount calculated by the Designated Accounting Firm is more than $10,000 greater than the EBITDA Amount reflected in the Purchaser’s Earnout Statement, however, that in which case such reasonable access costs shall be (i) at Seller’s sole cost and expense, borne by the Purchaser. (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with If the normal business operations of Buyer, any of the Group Companies, or their respective Affiliates. (b) If Seller disputes Selling Shareholders dispute the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price EBITDA Amount set forth in the Closing Statement or the Earn-Out Payment set forth in the Earn-Out Milestone Purchaser’s Earnout Statement, as applicable, then Seller the Shareholders shall deliver a written notice (a “Dispute Notice”) to Buyer at any time the Purchaser and the Escrow Agent during the forty60-five (45) day period commencing upon receipt by Seller the Shareholders of the Closing Income Statement or and the Earn-Out Milestone Purchaser’s Earnout Statement, as applicable prepared by the Purchaser in accordance with the requirements of Section 2.3(a) (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth forth, with reasonable detail, the principal basis for the dispute of any such calculation in reasonable detailcalculation. (ciii) If Seller does the Selling Shareholders do not deliver a Dispute Notice to Buyer the Purchaser prior to the expiration of the Review Period, Xxxxxthe Purchaser’s calculation of Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price the EBITDA Amount set forth in the Closing Statement, or of the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, Purchaser’s Earnout Statement shall be deemed final and binding on the Purchaser and the Shareholders for all purposes of this Agreement. (div) If Seller delivers the Selling Shareholders deliver a Dispute Notice to Buyer the Purchaser prior to the expiration of the Review Period, then Seller the Selling Shareholders and Buyer the Purchaser shall use commercially reasonable efforts to reach agreement on the Closing Net Working Capital EBITDA Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute. If Seller the Selling Shareholders and Buyer the Purchaser are unable to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute EBITDA Amount within twenty (20) 20 days after the end of the Review Period, either party shall have the right to refer such dispute to an independent a mutually agreed upon, nationally recognized accounting firm, that is not currently servicing or expected to service Buyer, Seller or any of their Affiliates, that is mutually agreed upon by Xxxxx and Seller firm (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such twentieth (20th) 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Seller the Purchaser and Buyer the Selling Shareholders shall have a reasonable opportunity to submit a written statement to meet with the Designated Accounting Firm to provide its their views as to any disputed issues with respect to the calculation of any of the Closing Net Working Capital EBITDA Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment; (ii) each of Seller and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether determine the items in dispute were determined EBITDA Amount in accordance with the Specified Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms Principles within 30 days of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute in accordance with the terms of this Agreement within thirty (30) days after such referral, referral and upon reaching such determination shall deliver a copy of its calculations (the “Expert Calculations”) to Seller and Buyer; (v) absent manifest error, bias or actual fraudthe Representative, the Purchaser and the Escrow Agent; and (iii) the determination of the EBITDA Amount made by the Designated Accounting Firm of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute shall be conclusivefinal and binding on the Purchaser and the Selling Shareholders for all purposes of this Agreement, binding upon the parties hereto, non-appealable, and not be subject to further review; (vi) in absent manifest error. In calculating the Closing Net Working Capital EBITDA Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment, the Designated Accounting Firm shall not be limited to addressing only those any particular disputed items disputes referred to in the Dispute Notice; and (vii) such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be, and no lower than the lower amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, the Purchase Price, or Earn-Out Payment EBITDA Amount reflected therein and the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses or Purchase Price EBITDA Amount set forth in the Closing Statement or Earn-Out Payment set forth in the Earn-Out Milestone Purchaser’s Earnout Statement, as applicable. The fees and expenses of the Designated Accounting Firm shall be allocated between Buyerborne equally by the Purchaser and the Selling Shareholders; provided, on however, that if the one handEBITDA Amount calculated by the Designated Accounting Firm exceeds the EBITDA Amount reflected in the Purchaser’s Earnout Statement by more than $10,000, then the entire amount of such fees and Sellerexpenses shall be borne by the Purchaser and if the EBITDA Amount calculated by the Designated Accounting Firm is the same or less than the EBITDA Amount reflected in the Purchaser’s Earnout Statement, on then the other hand, based upon entire amount of such fees and expenses shall be borne by the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. Until the date on which the Earn-Out Payment and Earn-Out Milestone Statement shall become final and binding on the parties, Buyer shall cause the Group Companies to preserve the accounting books and records of the Group Companies on which the Earn-Out Milestone Statement is to be based and shall not take any actions with respect to such books and records that would obstruct or prevent the procedures set forth in this Section 2.5 and Section 2.6Selling Shareholders.

Review; Disputes. (ai) From and after the Closingdelivery of the Closing Date Adjustment Amount Schedule, the Buyer shall provide Seller the Parent and any accountants or advisors retained by Seller the Parent with reasonable access access, during normal business hours, upon reasonable advance notice to the Records relevant books and financial records of the Group Companies Business used by the Buyer in the preparation of, or otherwise reasonably relevant to, the Closing Date Adjustment Amount Schedule for the purpose of purposes of: (A) enabling Seller the Parent and its accountants and advisors to calculate, and to review the Buyer’s calculation of, the Closing Net Working Capital Adjustment Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, ; and (B) identifying any dispute related to the Earn-Out Payment; provided, however, that calculation of the Adjustment Amount. The fees and expenses of any such reasonable access accountants and advisors retained by the Parent shall be (i) at Seller’s sole cost and expense, paid by the Parent. (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with If the normal business operations of Buyer, any of the Group Companies, or their respective Affiliates. (b) If Seller Parent disputes the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price Adjustment Amount set forth in the Closing Statement or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicableDate Adjustment Amount Schedule, then Seller the Parent shall deliver a written notice (a an “Adjustment Dispute Notice”) to the Buyer at any time during the forty-five thirty (45) day 30)-day period commencing upon receipt by Seller the date of delivery of the Closing Statement or the Earn-Out Milestone Statement, as applicable Date Adjustment Amount Schedule (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Adjustment Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detail. (ciii) If Seller the Parent does not deliver a an Adjustment Dispute Notice to the Buyer prior to the expiration of the Review Period, Xxxxxthe Buyer’s calculation of Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price the Adjustment Amount set forth in the Closing Statement, or of the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, Date Adjustment Amount Schedule shall be deemed final and binding on the Buyer and the Parent for all purposes of this Agreement. (div) If Seller the Parent delivers a an Adjustment Dispute Notice to the Buyer prior to the expiration of the Review Period, then Seller the Parent and the Buyer shall use commercially reasonable efforts negotiate in good faith to reach agreement on the Closing Net Working Capital Adjustment Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute. If Seller the Parent and the Buyer are unable to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Adjustment Amount within twenty thirty (2030) days after the end delivery of the Review PeriodAdjustment Dispute Notice, either party Party shall have the right to refer such dispute to an internationally recognized independent nationally recognized accounting firm, with sufficient international merger and acquisition experience, jointly selected by the Parent and the Buyer (or if they cannot agree on such an accounting firm, an internationally recognized accounting firm without a business relationship with the Buyer or the Parent that is not currently servicing or expected to service jointly selected by an accounting firm designated by the Parent and an accounting firm designated by the Buyer, Seller or any of their Affiliates, that is mutually agreed upon by Xxxxx and Seller ) (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such twentieth thirtieth (20th30th) dayday for resolution. In connection with the resolution of any such dispute by the Designated Accounting Firm: (iA) each of Seller the Buyer and Buyer the Parent shall have a reasonable opportunity to submit a written statement to meet with the Designated Accounting Firm to provide its views as to any disputed issues with respect to the calculation of any of the Closing Net Working Capital Adjustment Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment; (iiB) each of Seller and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Working Capital Adjustment Amount, Closing Cashincluding resolution of any issues relating to the application or requirements of the Historic Method in connection therewith, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute in accordance with the terms of this Agreement within thirty (30) days after of such referral, referral and upon reaching such determination shall deliver a written copy of its calculations (determination, which shall state in reasonable detail the “Expert Calculations”) findings of fact on which it is based, to Seller the Parent and the Buyer; and (vC) absent manifest error, bias or actual fraud, the determination made by the Designated Accounting Firm of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute Adjustment Amount shall be conclusive, final and binding upon on the parties heretoSellers and the Buyer for all purposes of this Agreement, non-appealable, and not be subject to further review; (vi) in absent fraud. In calculating the Closing Net Working Capital Adjustment Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment, the Designated Accounting Firm shall be limited to to: (x) addressing only those any particular disputed items disputes referred to in the Adjustment Dispute Notice; and (viiy) such calculation shall, choosing with respect to any disputed item, be no greater than particular item in dispute the higher amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be, and no lower than the lower amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction ExpensesBuyer’s position, the Purchase Price, Parent’s position or Earn-Out Payment reflected therein a position within the range of values assigned to such disputed item by the Parent and the Closing Net Working Capital AmountBuyer. If the Accounting Firm’s final determination is in full agreement with the Buyer, Closing Cash, Closing Indebtedness, Transaction Expenses or Purchase Price set forth in then the Closing Statement or Earn-Out Payment set forth in Parent shall bear the Earn-Out Milestone Statement, as applicable. The fees and expenses of the Designated Accounting Firm. If the Accounting Firm’s final determination is in full agreement with the Parent, then the Buyer shall bear the fees and expenses of the Accounting Firm. Otherwise, each of the Parent and the Buyer shall pay one-half of the fees and expenses of the Accounting Firm; provided that if the Accounting Firm shall be allocated between Buyer, on the determines that one hand, and Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. Until the date on which the Earn-Out Payment and Earn-Out Milestone Statement shall become final and binding on the parties, Buyer shall cause the Group Companies to preserve the accounting books and records of the Group Companies on which the Earn-Out Milestone Statement is to be based and shall not take any actions Party has adopted one or more positions with respect to the Closing Date Adjustment Amount Schedule or the calculation of the Adjustment Amount that are frivolous or clearly without merit, the Accounting Firm may, in its discretion, assign a greater portion of any such books fees and records that would obstruct or prevent the procedures set forth in this Section 2.5 and Section 2.6expenses to such Party.