Common use of Working Capital Adjustment Clause in Contracts

Working Capital Adjustment. (a) The Company will, in good faith and in consultation with HSE, prepare and deliver to HSE within three (3) days before the Closing Date (i) a calculation of the Closing Indebtedness Pay-Off Amount (the “Estimated Closing Indebtedness Pay-Off Amount”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than ninety (90) days following the Closing, HSE shall cause to be prepared (i) a statement of the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) and (ii) a calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Working Capital.” (c) If the Final Net Working Capital is less than zero, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cash.

Working Capital Adjustment. (a) The Company willNo later than two Business Days prior to the Closing Date, in Visant shall deliver to Buyer a statement setting forth its good faith estimate of Working Capital as of the Closing (the “Working Capital Estimate”), together with a reasonably detailed worksheet setting forth the calculation of the Working Capital Estimate. Buyer and in consultation with HSE, prepare and deliver Visant agree that the statements contemplated by this Section 2.6 are solely intended to HSE within three (3) days before show the Closing Date (i) a Working Capital and thereby determine the difference between the Working Capital Target Amount and Closing Date Working Capital, if any. The Closing Date Working Capital Statement shall be prepared in accordance with this Section 2.6 and the definitions of Current Assets and Current Liabilities. Within 75 calendar days after the Closing Date, Buyer shall deliver to Visant the Closing Date Working Capital Statement showing in reasonable detail Buyer’s calculation of the Closing Indebtedness Pay-Off Amount Date Working Capital. Visant (and its independent accountant) shall be afforded the opportunity to review the books and records and calculations used in the preparation of the Closing Date Working Capital Statement. If Visant does not object in writing to Buyer’s determination of the Closing Date Working Capital, which objection must set forth a specific description of the basis of Visant’s objection, the adjustment which Visant believes should be made to the Closing Date Working Capital Statement and a detailed description of the calculation made in determining any such adjustment (an “Objection”), within 20 calendar days after Buyer delivers the Closing Date Working Capital Statement to Visant (the “Estimated Closing Indebtedness Pay-Off AmountWorking Capital Objection Period”), (ii) a calculation of then the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a Date Working Capital calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion on the Closing Date Working Capital Statement delivered by Buyer shall be deemed to be final and binding upon Visant and Buyer and the provisions of Section 2.6(c) shall apply; provided, that if Visant validly delivers an Objection during the Estimated Pre-Closing Adjustments prior to ClosingWorking Capital Objection Period, then HSE and the Company will negotiate in good faith in an effort Section 2.6(b) shall apply with respect to resolve any such dispute at or prior to Closingdisputed Closing Date Working Capital calculation. (b) No later than ninety (90) days following In the Closing, HSE shall cause to be prepared (i) a statement of event that Visant delivers an Objection within the Net Working Capital of the Company as of the Calculation Date Objection Period, Visant and Buyer shall reasonably cooperate to resolve such dispute, but if they are unable to reach a resolution within 30 calendar days after Visant validly delivers an Objection, Visant and Buyer shall submit such dispute to Xxxxx Xxxxxxxx LLP (the “Net Accounting Firm”) for resolution. To the extent permitted by Law and except as would not result in a breach of attorney-client privilege or similar privilege, or violate any confidentiality or similar agreement to which Visant or Buyer is a party, Visant and Buyer shall submit to the Accounting Firm all information requested by the Accounting Firm and shall make any records relating to or bearing upon such dispute available to the other party and to the Accounting Firm. Visant and Buyer shall further instruct the Accounting Firm to render its decision within 30 calendar days after the Accounting Firm has received the information so requested and shall reasonably cooperate with the Accounting Firm and each other to enable the Accounting Firm to render the decision within such period. The Accounting Firm shall, after the submission of the evidentiary materials, submit its written decision on each Objection to Visant and Buyer. The scope of the disputes to be resolved by the Accounting Firm shall be limited to whether the Closing Date Working Capital Closing Statement”) and (ii) a calculation of as set forth on the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs Date Working Capital Statement was prepared in accordance with this Section 2.6 and the definitions set forth of Current Assets and Current Liabilities and whether there were errors of fact or mathematical errors in this Agreement (the “Final Cost Adjustments”)Closing Date Working Capital Statement. The Net Working Capital Closing Statement Accounting Firm shall contain line item detail comparable render a written report as to the balance sheet included in resolution of the most recent Financial Statements dispute and the resulting computation of the Closing Date Working Capital. In resolving any Objection, the Accounting Firm (x) shall be bound by the provisions of this Section 2.6 and (y) may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Any determination by the Accounting Firm with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, any Objection shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties andbe, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable conclusive on each party to this Agreement. If the aggregate dollar amount of the matters submitted to the Accounting Firm and upon which a judgment may be entered by a court having jurisdiction thereof; resolved in favor of Visant is greater than the aggregate dollar amount of the matters submitted to the Accounting Firm and (iii) resolved in favor of Buyer, then the fees and expenses of the Referee Accounting Firm shall be borne one-half paid by Transferor Buyer; if the aggregate dollar amount of the matters submitted to the Accounting Firm and one-half resolved in favor of Visant is less than the aggregate dollar amount of the matters submitted to the Accounting Firm and resolved in favor of Buyer, then the fees and expenses of the Accounting Firm shall be paid by HSEVisant; and if the aggregate dollar amount of the matters submitted to the Accounting Firm and resolved in favor of Visant is equal to the aggregate dollar amount of the matters submitted to the Accounting Firm and resolved in favor of Buyer, then the fees and expenses of the Accounting Firm shall be shared equally by Visant and Buyer. Nothing in this Agreement shall require that any matter other than disputes under this Section 2.6(b) be resolved by the procedure described above. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with dispute resolution under this Section 2.2(b2.6(b) shall be in substitution for and precludes the bringing of any proceeding in any court in connection with any Objection made by Visant and Buyer pursuant to this Section 2.6(b), is referred to as the “Final Net Working Capital.” (c) If Upon the Final Net later of acceptance of the Closing Date Working Capital is less than zeroStatement or the resolution of Objections thereto, Transferor Visant and the Buyer shall promptly pay to HSE an aggregate determine the amount in cash equal to such deficiency(the “Purchase Price Adjustment Amount”) by which the Closing Date Working Capital differs from the Working Capital Target Amount. If the Final Net Closing Date Working Capital is greater exceeds the Working Capital Target Amount, no payment shall be due from Buyer to Visant. If the Working Capital Target Amount exceeds the Closing Date Working Capital by more than zero$200,000, HSE Visant shall pay to Transferor the Buyer an amount equal to the Purchase Price Adjustment Amount on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected is the later of May 31, 2007 and 10 Business Days after the determination of such Purchase Price Adjustment Amount. Any such Purchase Price Adjustment Amount payment shall be treated for all Tax purposes as an aggregate amount of Accounts Receivable in excess of adjustment to the aggregate current liabilities included in the calculation of Final Net Working CapitalPurchase Price. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs Except as expressly set forth in clause (b) above, each party shall bear its own expenses incurred in connection with the calculation preparation, review and resolution of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cashDate Working Capital Statement.

Working Capital Adjustment. (a) The Company will, in good faith and in consultation with HSE, prepare and deliver to HSE within three (3) days before the Closing Date (i) a calculation of the Closing Indebtedness Pay-Off Amount (the “Estimated Closing Indebtedness Pay-Off Amount”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than ninety (90) days following the Closing, HSE shall cause to be prepared (i) a statement of the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) and (ii) a calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of TransferorTransferors, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of TransferorTransferors, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of TransferorTransferors, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of TransferorTransferors, timely provides any such objection, Transferor Transferors and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of TransferorTransferors, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of TransferorTransferors, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor Transferors and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Working Capital.” (c) If the Final Net Working Capital is less than zero, each Transferor shall promptly pay to HSE an aggregate amount in cash equal to such Transferor’s Pro Rata Portion of such deficiency. If the Final Net Working Capital is greater than zero, HSE shall pay to each Transferor on a dollar-for-dollar basis such Transferor’s Pro Rata Portion of the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor Transferors until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, each Transferor shall promptly pay the amount such Transferor’s Pro Rata Portion of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to each Transferor the amount such Transferor’s Pro Rata Portion of such excess in cash.

Working Capital Adjustment. (a) The Company willWithin 15 days following the Closing Date, in good faith and in consultation with HSE, the Purchaser will prepare and deliver or cause to HSE within three (3) days before be prepared a combined balance sheet of the Target Companies as of the Closing Date (ithe "Closing Date Balance Sheet") showing the amount of Closing Date Working Capital, along with a statement setting forth in reasonable detail the method of calculating Closing Date Working Capital, which shall be in accordance with GAAP and consistent with the methodology used in Target Financial Statements (as defined in Section 2.5 below), and shall deliver or cause to be delivered to the Shareholders such Closing Date Balance Sheet. In the event that the Shareholders object to the Purchaser's calculation of the Closing Indebtedness Pay-Off Amount Date Working Capital, then, within 30 days after the delivery to the Shareholders of the Closing Date Balance Sheet, the Shareholders shall deliver to the Purchaser a notice describing in reasonable detail the Shareholders' objection to the Purchaser's calculation (the “Estimated Closing Indebtedness Pay-Off Amount”an "Objection Notice"), (ii) accompanied by a statement setting forth the dollar amount determined by the Shareholders to represent the Closing Date Working Capital or a request for additional information from the Purchaser that the Shareholders may require in order to determine the Closing Date Working Capital. If the Shareholders do not deliver an Objection Notice to the Purchaser within the 30-day period referred to in the preceding sentence, then the Purchaser's calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than ninety (90) days following the Closing, HSE shall cause to be prepared (i) a statement of the Net Date Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) and (ii) a calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties Purchaser and used in making the adjustment provided for in Section 2.2(c)Shareholders. If the RepresentativeShareholders deliver an Objection Notice to the Purchaser within the 30-day period referred to in this paragraph, on behalf and if the Purchaser and the Shareholders are unable to agree upon the calculation of Transferorthe Closing Date Working Capital within 15 days after an Objection Notice is delivered to the Purchaser, timely provides any such objection, Transferor the Shareholders and HSE the Purchaser shall work in good faith select a nationally recognized accounting firm mutually acceptable to them (the "Neutral Accountant") to resolve any differences with respect thereto. Ifremaining objections, at the end cost of a fifteen (15)-day period which shall be paid by the party whose assertions regarding the amount of the Closing Date Working Capital differ by the greater amount from the date of delivery of any objection Closing Date Working Capital determined by the RepresentativeNeutral Accountant. If Purchaser and the Shareholders are unable to select the Neutral Accountant within 10 days after the commencement of such selection process, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute Neutral Accountant shall be submitted KPMG (or its successor). The Shareholders and the Purchaser shall jointly instruct the Neutral Accountant to Xxxx & Associates resolve any unresolved objections within 30 days after referral of the matter to them, and the determination by the Neutral Accountant of the Closing Date Working Capital, shall be conclusive and binding on the Purchaser and Shareholders absent fraud or manifest error. During the 30-day period following the Objection Notice, Shareholders and Purchaser shall each have access to the other party's working papers and similar materials prepared in connection with the Closing Date Balance Sheet and the Objection Notice, as the case may be. (b) Prior to the Closing Date, Purchaser and the Shareholders shall establish a joint bank account at a bank mutually acceptable to Purchaser and the Shareholders (the “Referee”) within "Deposit Account"). Each of the following five (5) Business Days for resolution. The Referee Purchaser and the Shareholders shall make name a determination designee with respect to the disputed matters submitted Deposit Account, who shall initially be Xxxxxx Xxxxxxxx and Xxxxx Xxxxxxx, respectively (the "Designees"). The Purchaser and the Shareholders shall be permitted at all times during the period in which the Deposit Account is in place, to it designate a new Designee by written notice to the other parties to this Agreement. The Designees shall be the authorized signatories with respect to the Deposit Account, and determine all withdrawals from the Net joint bank account shall require the signatures of both Designees. The amount of the Closing Date Working Capital in excess of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), $275,000 is referred to as the “Final Net "Excess Working Capital.”" (c) If All collections of accounts receivable of the Final Net Target Companies from and after the Closing shall be placed in the Deposit Account until such time as the Excess Working Capital is less than zerohas been paid to the Shareholders in accordance with the MAG Allocation. On each Friday from and after the Closing Date and until that certain date on which the Designees jointly determine that such Friday meetings are no longer required, Transferor the Designees shall promptly pay meet in person or by telephone to HSE discuss the funds in the Deposit Account and the cash requirements of the Target Companies for the following week. At such time that the Designees agree upon the cash requirements of the Target Companies, they shall issue or cause to be issued a check or wire transfer to the Target Companies in an aggregate amount in cash equal to such deficiencycash requirements and shall issue or cause to be issued to the Shareholders in accordance with the MAG Allocation checks for the balance of the funds in the Deposit Account. If The Parties agree to cause their respective designees to use their reasonable efforts to manage the Final Net funds in the Deposit Account so that the payments of the Excess Working Capital is greater than zero, HSE to the Shareholders from the joint bank account are made as soon as reasonably practicable. (d) The Deposit Account shall pay to Transferor on a dollar-for-dollar basis the amount be terminated as of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date on which the Designees agree that HSE the Excess Working Capital has collected an aggregate amount of Accounts Receivable been paid in excess of full to the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cashShareholders.

Working Capital Adjustment. (a) The Company will, in good faith and in consultation with HSE, prepare and deliver to HSE within three (3) days before the Closing Date (i) a calculation of the Closing Indebtedness Pay-Off Amount (the “Estimated Closing Indebtedness Pay-Off Amount”), (ii) a calculation of the Closing Base Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of Consideration shall be reduced by the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”)Working Capital Deficit, (collectivelyif any, or increased by the items amount of the Estimated Working Capital Surplus, if any, as set forth in clauses (i)—(iii) are the Company Closing Schedule. Such adjustments shall be referred to herein collectively as the “Estimated Pre-Closing AdjustmentsAdjustment.”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than At least two (2) Business Days prior to the anticipated Closing Date, the Parties shall agree upon a flow of funds memorandum which shall set forth all payments required to be made by or on behalf of all Parties at the Closing, including for each such payment an identification of the payor, the payee, the amount and the wire transfer information. (c) Within ninety (90) days following the ClosingClosing Date, HSE the Seller shall cause to be prepared (i) furnish the Purchaser with a statement of that shall set forth the Closing Net Working Capital of the Company as of the Calculation Date (the “Closing Net Working Capital Closing Statement”) ), and (ii) a calculation of schedule based upon the Closing Indebtedness Pay-Off AmountNet Working Capital Statement setting forth any adjustments to the Estimated Adjustment based on variances between the Estimated Working Capital and the Closing Net Working Capital (collectively, the “Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost AdjustmentsAdjustment”). The Purchaser shall assist the Seller in the preparation of the Closing Net Working Capital Closing Statement if reasonably requested by the Seller and the Seller shall contain line item detail comparable promptly respond to any reasonable requests for information from the balance sheet included in Purchaser regarding the most recent Financial Statements with respect to the components preparation of the Closing Net Working Capital of the Company as of the Calculation Date. Statement. (d) The Representative, on behalf of Transferor, Purchaser shall have a period of forty five (45) days after receipt of the Closing Net Working Capital Statement and Closing Adjustment to notify the Seller of its election to accept or reject the Closing Net Working Capital Statement and/or the Closing Adjustment. In the case of a rejection, such notice must contain the reasons for such rejection in reasonable detail and must set forth the amount of the requested adjustment. In the event no notice is received by the Seller during such forty five (45) day period, the Closing Net Working Capital Statement and the Closing Adjustment shall be deemed accepted by the Purchaser and final and binding on the Parties hereto for purposes of this Section 2.3. In the event that the Purchaser timely rejects the Closing Net Working Capital Statement and/or the Closing Adjustment, the Purchaser and the Seller shall promptly (and in any event within thirty (30) days following its receipt of the date upon which the Seller rejects the Closing Net Working Capital Statement and/or Closing StatementAdjustment), the Final Cost Adjustments and related worksheets attempt to provide written notice make a joint determination of the Representative’s objection, Closing Adjustment and such determination and any required adjustments resulting therefrom shall be final and binding on behalf the Parties hereto for purposes of Transferor, this Section 2.3. (e) In the event that the Seller and the Purchaser are unable to agree upon a joint determination of the Net Working Capital Closing Statement, Adjustment within the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, period for making a joint determination as provided in the Representative, on behalf last sentence of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheetsSection 2.3(d), then the Net Working Capital Purchaser and the Final Cost Adjustments respectively reflected therein Seller shall be binding and conclusive on promptly submit the Parties and used in making dispute to the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolutionAccounting Firm. The Referee shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital of the Company Purchaser and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party Seller shall furnish to the Referee Accounting Firm such work papers and other documents and information relating related to such objections as the Referee may request and disputed issues that are available to that Party (or its independent public accountantsaccountant) as the Accounting Firm may request, and will each Party shall be afforded the opportunity to present to the Referee Accounting Firm any material relating materials related to the determination of the matters in dispute such issues and to discuss the same with the Accounting Firm. The Purchaser and the Seller shall request that the Accounting Firm render its determination within sixty (60) days after the date of engagement and such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, any required adjustments resulting therefrom shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, final and shall be binding and conclusive on all the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) hereto for purposes of this Section 2.3. The obligation to pay the fees and expenses of the Referee Accounting Firm shall be borne one-half paid 50% by Transferor the Purchaser and one-half 50% by HSEthe Seller. The final Net Working Capital of Accounting Firm may consider only those items and amounts comprising the Company Closing Adjustment that are in dispute, and shall make no other determination. (f) If the Closing Adjustment as of the Calculation Date, as finally determined in accordance with the provisions of this Section 2.2(b)2.3 is in the Purchaser’s favor, is referred to as then the “Final Net Working Capital.” (c) If the Final Net Working Capital is less than zero, Transferor Seller shall promptly pay to HSE the Purchaser the amount thereof, together with interest accrued thereon from and including the Closing Date to and including the date immediately prior to the date of payment at an aggregate amount in cash annual rate equal to such deficiencythe Prime Rate, as an adjustment to the Cash Consideration. If the Final Net Working Capital Closing Adjustment as finally determined in accordance with the provisions of this Section 2.3 is greater than zeroin the Seller’s favor, HSE the Purchaser shall pay to Transferor on a dollar-for-dollar basis the Seller the amount of such excess in cash; providedthereof, however, such payment by HSE shall not be due together with interest accrued thereon from and payable including the Closing Date to Transferor until the thirtieth (30th) day following and including the date that HSE has collected immediately prior to the date of payment at an aggregate amount annual rate equal to the Prime Rate, as an adjustment to the Cash Consideration. Any payment required by either Party pursuant to this Section 2.3(f) shall be made by wire transfer of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of immediately available funds within three (i3) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than Business Days after such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cashfinal determination.

Working Capital Adjustment. (a) The Company will, in good faith and in consultation with HSE, prepare and deliver to HSE within three (3) days On or before the Closing Date (i) a calculation of the Closing Indebtedness Pay-Off Amount (the “Estimated Closing Indebtedness Pay-Off Amount”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than date that is ninety (90) days following the ClosingClosing Date, HSE Xxxxx shall cause prepare and deliver to be prepared Seller a written statement (ithe “Closing Working Capital Statement”) a statement setting forth Buyer’s proposed final computation of the Net Working Capital of the Company as of the Calculation Date Time (the “Net Closing Working Capital”). The Closing Working Capital Closing Statement”) and (ii) a calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs Statement shall be prepared in accordance with the definitions set forth in this Agreement Agreed Accounting Principles. (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representativeb) Beginning on, on behalf of Transferor, shall have and continuing for a period of thirty (30) days following its receipt after Xxxxx’s delivery of the Net Closing Working Capital Closing StatementStatement (such period, the Final Cost Adjustments “Review Period”), Seller shall have the right to review the Closing Working Capital Statement. During the Review Period, Seller and related worksheets to provide written notice of the Representative’s objectionits authorized Representatives shall have reasonable access, during normal business hours and on behalf of Transferorreasonable advance notice, to the Net books and records of Buyer (including work papers prepared by Buyer or its agents and Representatives, subject to the execution of customary access letters) to the extent related to the preparation of the Closing Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis in each case solely for the Representative’s objection). Ifpurposes of reviewing the Closing Working Capital Statement and, within if applicable, preparing a Statement of Objections; provided that in no event shall any such thirty (30) day period, access be in a manner that unreasonably interferes with the Representative, on behalf normal operations of Transferor, has not given HSE written notice Buyer or any of its objection Affiliates. On or prior to the Net last day of the Review Period, Seller may object to the Closing Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used Statement by delivering to Buyer a written statement setting forth Seller’s objections thereto in making the adjustment provided for in Section 2.2(creasonable detail (a “Statement of Objections”). If Seller fails to deliver a Statement of Objections before the Representativeexpiration of the Review Period, on behalf the Closing Working Capital Statement and Xxxxx’s calculation of Transferorthe Closing Working Capital reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller and shall be final and binding for all purposes of this Agreement. If Seller delivers a Statement of Objections before the expiration of the Review Period, timely provides any such objection, Transferor Buyer and HSE Seller shall work negotiate in good faith to resolve any differences such objections within thirty (30) days after the delivery of such Statement of Objections (the “Resolution Period”), and, if all such objections are so resolved within the Resolution Period, the Closing Working Capital Statement and the Closing Working Capital as so agreed in writing between Buyer and Seller, shall be final and binding for all purposes of this Agreement. If Seller and Buyer fail to reach an agreement with respect thereto. If, at to all of the end matters set forth in the Statement of a fifteen (15)-day period from Objections before expiration of the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in disputeResolution Period, then the any amounts remaining matters in dispute (“Disputed Amounts”) shall be submitted for resolution to Xxxx & Associates the Independent Accountants who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to the Closing Working Capital Statement and Closing Working Capital. The Independent Accountants shall only decide the specific items under dispute between Buyer and Seller in accordance with the terms of this Agreement, and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Working Capital Statement and the Statement of Objections, respectively. Buyer and Seller shall instruct the Independent Accountants to make a determination as soon as practicable within thirty (30) days (or such other time as Buyer and Seller shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Closing Working Capital shall be conclusive and binding upon the Parties, absent fraud or manifest error. In no event shall Buyer or Seller have any ex parte communications with the Independent Accountants with respect to any dispute resolution hereunder. The fees and expenses of the Independent Accountants shall be paid by Seller, on the one hand, and by Xxxxx, on the other hand, based on the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such allocation of fees and expenses to be determined by the Independent Accountants as part of the determinations contemplated hereby. (c) The calculation of the Closing Net Working Capital, as finally determined pursuant to this Section 2.08, is referred to herein as the “Final Working Capital”. The date on which the Final Working Capital is finally determined in accordance with this Section 2.08 is referred to herein as the “Determination Date.” (d) If the Final Working Capital is less than the Target Working Capital Value (the amount by which Final Working Capital is less than the Target Working Capital Value, expressed as an absolute value, the “RefereeWorking Capital Deficit”) ), then, within the following five (5) Business Days for resolutionafter the Determination Date, Buyer and Seller shall send a joint disbursement notice to the Escrow Agent instructing the Escrow Agent to disburse to Buyer an amount equal to the Working Capital Deficit amount. The Referee shall make a determination with respect to the disputed matters submitted to it parties acknowledge and determine the Net agree that Xxxxx’s sole and exclusive source of recovery for any Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, Deficit shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Working CapitalEscrow Amount.” (ce) If the Final Net Working Capital is less greater than zerothe Target Working Capital Value (the amount by which Final Working Capital exceeds the Target Working Capital Value, Transferor expressed as an absolute value, the “Working Capital Excess”), then, within five (5) Business Days after the Determination Date, Buyer shall promptly pay to HSE Seller an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE shall pay Excess by wire transfer of immediately available funds to Transferor on a dollar-for-dollar basis the amount of such excess an account specified in cashwriting to Buyer by Seller; provided, however, such payment by HSE in no event shall not Buyer be due and payable obligated to Transferor until the thirtieth (30thpay more than $500,000 pursuant to this Section 2.08(e) day following the date that HSE has collected an aggregate amount in respect of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net any Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cashCapital Excess.

Working Capital Adjustment. (a) The Company willAfter the determination of the Final Closing Working Capital, in good faith and in consultation with HSE, prepare and deliver to HSE within three (3) days before the Closing Date Purchase Price shall be adjusted as follows: (i) a calculation of If the Final Closing Indebtedness Pay-Off Amount Working Capital plus the Adjustment Holdback exceeds the Target Working Capital (such excess, the “Estimated Closing Indebtedness Pay-Off AmountWorking Capital Excess”), then the Purchase Price shall either (A) be increased by the amount by which the Final Closing Working Capital exceeds the Target Working Capital, or (B) decreased by the amount by which the Target Working Capital exceeds Final Closing Working Capital, and in either event the Purchaser shall pay or cause to be paid to the Seller, by wire transfer of immediately available funds, an amount equal to the Working Capital Excess and the Adjustment Holdback shall be retained by the Purchaser. (ii) a calculation of If the Final Closing Cash Amount Working Capital plus the Adjustment Holdback is less than the Target Working Capital (the absolute amount of such shortfall, the “Estimated Working Capital Shortfall”) then the Purchase Price shall be decreased by the amount by which the Target Working Capital exceeds the Final Closing Cash Amount”)Working Capital, and the Seller shall pay or cause to be paid to the Purchaser, by wire transfer of immediately available funds, an amount equal to the Working Capital Shortfall and the Adjustment Holdback shall be retained by the Purchaser. (iii) a calculation If the Final Closing Working Capital plus the Adjustment Holdback is equal to the Target Working Capital, then the Purchase Price shall be decreased by an amount equal to the Adjustment Holdback, no payment shall be made by the Seller or the Purchaser and the Adjustment Holdback shall be retained by the Purchaser. (iv) The Working Capital Excess or the Working Capital Shortfall shall be paid by the Purchaser or the Seller, as the case may be, by wire transfer of immediately available funds, within five Business Days of the determination of such amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than ninety (90) days following the Closing, HSE shall cause to be prepared preceding paragraphs (i) a statement of the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) and (ii) a calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Working Capital.” (c) If the Final Net Working Capital is less than zero, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cash.

Working Capital Adjustment. (ai) The At the Closing, the Seller shall deliver to the Buyer an unaudited balance sheet of the Company will(the “Preliminary Balance Sheet”) as at the Closing together with a certificate of the Seller stating that the Preliminary Balance Sheet was prepared in accordance with GAAP so as to present fairly in all material respects the financial condition of Company as of such date. (ii) As soon as practicable following the Closing Date (but not later than seventy-five (75) days after the Closing Date), in good faith and in consultation with HSE, the Buyer shall cause its auditor to prepare and deliver to HSE within three the Seller an audited balance sheet of the Company (3) days before the “Closing Date (iBalance Sheet”) a calculation as of the Closing Indebtedness Pay-Off Amount (the “Estimated Closing Indebtedness Pay-Off Amount”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”)Date. The calculation of the Estimated Pre-Closing Adjustments will Date Balance Sheet shall be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than ninety (90) days following the Closing, HSE shall cause to be prepared (i) a statement of the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) and (ii) a calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with GAAP in a manner consistent with the definitions Preliminary Balance Sheet so as to present fairly in all material respects the financial condition of the Company. (iii) If the Closing Working Capital exceeds the Preliminary Working Capital, then the Buyer (or, at the Buyer’s direction, the Company) shall pay promptly (and, in any event, within seven (7) days) to the Seller an amount in cash that is equal to the excess. If the Preliminary Working Capital exceeds the Closing Working Capital, then the Seller shall pay promptly (and, in any event, within seven (7) days) to the Buyer an amount in cash that is equal to such excess; provided, however, that the Seller may, at its option, in lieu of paying such excess in cash, deliver and transfer to the Buyer a number of Buyer Shares that is equal to such excess divided by $2.00. Any such adjustment shall be treated as an adjustment to the Purchase Price. (iv) In the event the Seller does not agree with the Closing Working Capital as reflected on the Closing Date Balance Sheet, the Seller shall so inform the Buyer in writing within fifteen (15) days of the Seller’s receipt thereof, such writing to set forth the objections of the Seller in this Agreement reasonable detail. If the Seller and the Buyer cannot reach agreement as to any disputed matter relating to the Closing Working Capital within fifteen (15) days after notification by the “Final Cost Adjustments”Seller to the Buyer of a dispute, they shall forthwith refer the dispute to an Independent Accounting Firm mutually agreeable to the Seller and the Buyer for resolution, with the understanding that such firm shall resolve all disputed items within twenty (20) days after such disputed items are referred to it. If the Buyer and the Seller are unable to agree on the choice of an Independent Accounting Firm, they shall select an Independent Accounting Firm by lot (after excluding their respective regular outside accounting firms). The Net Working Capital Closing Statement Seller, on the one hand, and the Buyer, on the other hand, shall contain line item detail comparable to bear one-half of the balance sheet included in costs of such accounting firm. The decision of the most recent Financial Statements accounting firm with respect to all disputed matters relating to the components of the Net Closing Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments be deemed final and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital conclusive and the Final Cost Adjustments respectively reflected therein shall be binding upon the Seller and the Buyer. In addition, if the Seller does not object to the Closing Working Capital within the 15-day period referred to above, the Closing Working Capital, as reflected on the Closing Date Balance Sheet as so prepared, shall be deemed final and conclusive on and binding upon the Parties Seller and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen Buyer. (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute v) The Seller shall be submitted entitled to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect have access to the disputed matters submitted to it books and determine the Net Working Capital records of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such Buyer’s work papers prepared in connection with the Closing Date Balance Sheet and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will shall be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and entitled to discuss such determination books and records and work papers with the Referee; (ii) Buyer and those persons responsible for the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction preparation thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Working Capital.” (c) If the Final Net Working Capital is less than zero, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cash.

Working Capital Adjustment. (a) The Company will, in good faith and in consultation with HSE, prepare and deliver to HSE within Not later than three (3) days before Business Days prior to the scheduled Closing Date (i) Date, Seller shall deliver to Buyer a calculation of the Closing Indebtedness Pay-Off Amount schedule (the “Estimated Closing Indebtedness Pay-Off AmountWorking Capital Schedule”), (ii) a calculation summarizing Seller’s good faith estimate of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than ninety (90) days following the Closing, HSE shall cause to be prepared (i) a statement of the Net Working Capital of the Company as of the Calculation Closing Date (such estimated Working Capital being the “Estimated Working Capital”). Seller shall prepare the Estimated Working Capital Schedule using the same accounting policies, methodologies, practices and assumptions as used in the preparation of the Statement of Working Capital as of August 31, 2011 attached hereto as Exhibit A (the “Net Statement of Working Capital”), which Seller (after reasonable consultation with Buyer or its designee) is delivering to Buyer concurrently with the execution and delivery of this Agreement. Seller shall provide Buyer with such information as Buyer may reasonably request to verify the Estimated Working Capital Closing Statement”Schedule. The Base Purchase Price shall be adjusted either (i) and upward by the amount the Estimated Working Capital is greater than the Target Working Capital or (ii) a calculation of downward by the amount the Estimated Working Capital is less than the Target Working Capital. (b) As promptly as practicable, and in any event within sixty (60) days, following the Closing Indebtedness Pay-Off AmountDate, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement Buyer shall deliver to Seller a schedule (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item Schedule”) with reasonable supporting detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components summarizing Buyer’s calculation of the Net Working Capital of the Company as of the Calculation Closing Date (such Working Capital, subject to potential adjustments in accordance with this Section 2.4, being the “Final Working Capital”). Buyer shall prepare the Final Working Capital Schedule using the same accounting policies, methodologies, practices and assumptions as used in the preparation of the Statement of Working Capital. Buyer shall provide Seller with such information as Seller may reasonably request to verify the Final Working Capital Schedule. In the event that Buyer does not deliver the Final Working Capital Schedule within sixty (60) days following the Closing Date. The Representative, Buyer shall be deemed to have accepted the Estimated Working Capital as the Final Working Capital and the Estimated Working Capital shall be the Final Working Capital. (c) Seller may dispute any amounts reflected on behalf of Transferorthe Final Working Capital Schedule; provided, however, that Seller shall have a period notified Buyer in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty (30) days following its receipt after Buyer’s delivery of the Net Final Working Capital Closing StatementSchedule to Seller. In the event of such a dispute, the Final Cost Adjustments Seller and related worksheets Buyer shall attempt to provide reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on Seller and Buyer. If Seller and Buyer are unable to reach a resolution with such effect within fifteen (15) Business Days after receipt by Buyer of Seller’s written notice of dispute, either Seller or Buyer shall have the Representative’s objectionright, on behalf upon delivery of Transferorwritten notice to the other Party, to submit the Net Working Capital Closing Statementitems remaining in dispute for resolution by an independent accounting firm of nationally recognized standing which is reasonably acceptable to both Seller and Buyer (a “Qualified Accountant”), the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). Ifshall, within such thirty (30) day perioddays after such submission, deliver a report to Seller and Buyer setting forth the Representativeresolution of such disputed items and the adjustment, on behalf of Transferorif any, has not given HSE written notice of its objection to be made to the Net Final Working Capital Closing StatementCapital, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein such report shall be final, binding and conclusive on the Parties Seller and used in making the adjustment provided for in Section 2.2(c). If the RepresentativeBuyer, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolutionabsent fraud. The Referee shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee Qualified Accountant shall be borne one-half by Transferor Seller, on the one hand, and one-half Buyer, on the other hand, in inverse proportion as they may prevail on the matters resolved by HSEthe Qualified Accountant, which proportionate allocation will also be determined by the Qualified Accountant and be included in the Qualified Accountant’s report. The final Net Working Capital In acting under this Agreement, the Qualified Accountant shall be entitled to the privileges and immunities of arbitrators. (d) After the Closing, Buyer shall, and shall cause its respective employees and agents to, provide Seller, its accountants and the Qualified Accountants access at reasonable times to the personnel, properties and books and records of the Company as for the purpose of reviewing the Final Working Capital Schedule or in connection with any dispute under this Section 2.4. (e) Within three (3) Business Days after the final determination of the Calculation Date, as determined in accordance with Final Working Capital pursuant to this Section 2.2(b)2.4, is referred to as (i) if the “Final Net Working Capital exceeds the Estimated Working Capital.” , Buyer shall pay to Seller the aggregate amount of such excess, by wire transfer of immediately available funds to an account designated by Seller; and (cii) If if the Final Net Working Capital is less than zerothe Estimated Working Capital, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE Seller shall pay to Transferor on a dollar-for-dollar basis Buyer the aggregate amount of such excess in cash; provideddeficiency, however, such payment by HSE shall not be due and payable wire transfer of immediately available funds to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cashaccount designated by Buyer.

Working Capital Adjustment. (a) The Company will, in good faith and in consultation with HSE, shall prepare and deliver to HSE within three the Parent on the Closing Date a statement setting forth its calculation of estimated Closing Working Capital,) (3the “Closing Statement”) and only items set forth in the Closing Statement shall be used to calculate the Closing Working Capital. Within sixty (60) days before after the Closing Date, Parent shall prepare and deliver to Stockholders an updated Closing Statement setting forth its actual calculation of the Closing Working Capital as of the Closing Date (i) a calculation of the Closing Indebtedness Pay-Off Amount (the “Estimated Final Closing Indebtedness Pay-Off Amount”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing AdjustmentsStatement”). The calculation of If the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than ninety (90) days following the Closing, HSE shall cause to be prepared (i) a statement of the Net Working Capital of the Company as of the Calculation Closing Date (the “Net Working Capital Closing Statement”) and (ii) is a calculation of the Closing Indebtedness Pay-Off Amountpositive number, the Closing Cash Amount and Purchase Price shall not be increased. If the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Closing Date is a negative number, the Purchase Price shall be decreased dollar for dollar by the amount of the Working Capital Adjustment and shall be payable by Stockholders through a decrease in the Escrow Shares which shall be valued at the Agreed Parent Share Price. As used herein: “Closing Working Capital” means (a) Current Assets, less (b) Current Liabilities, determined as of the close of business on the Closing Date; “Current Assets” means the current assets of the Company on the Closing Date and “Current Liabilities” means the current liabilities of the Company, in each case in accordance with GAAP. The Representative, on behalf Unless a majority in interest of Transferor, shall have a period of thirty the Stockholders notify Parent in writing (30the “Dispute Notice”) within ten (10) business days following its after receipt of the Net Final Closing Statement that Stockholders disagree with the Closing Working Capital set forth in the Final Closing Statement, the Final Cost Adjustments Closing Working Capital shall be conclusive and related worksheets to provide written notice binding on Company, Stockholders, Purchaser and Parent. The Dispute Notice shall include reasonable details of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital disagreement and the Final Cost Adjustments respectively reflected therein reasons therefor. In the event Stockholders provide Parent with any Dispute Notice, Stockholders shall not be binding and conclusive on required to pay the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination Parent with respect to the disputed matters submitted to it and determine the Net Working Capital Adjustment pending resolution of such dispute. Parent and Stockholders shall attempt to resolve their differences with respect to the Closing Working Capital within ten (10) business days after Parent’s receipt of the Company Dispute Notice. Any disputes regarding the Closing Working Capital not resolved by Parent and the Final Cost Adjustments as of the Calculation Date Stockholders within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and 10-day period will be afforded resolved by a national accounting firm (the opportunity to present to the Referee any material relating to the “Working Capital Arbitrator Accounting Firm”). The Working Capital Arbitrator Accounting Firm’s determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Closing Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with conclusive and binding upon the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the parties. The fees and expenses of the Referee Working Capital Arbitrator Accounting Firm in acting under this Section shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital the party that the Arbitrator Accounting Firm determines to be least correct (in net dollar terms) in its determination of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Closing Working Capital.” (c) If the Final Net Working Capital is less than zero, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cash.

Working Capital Adjustment. (a) On the Closing Date, the Seller shall have provided the Buyer with a statement of the Estimated Closing Balance Sheet and the Estimated Closing Working Capital (collectively, the “Estimated Closing Reports”). The Estimated Closing Reports shall be prepared by the Seller in accordance with GAAP and using the same accounting methods, practices, principles policies and procedures, with consistent classifications, judgments and valuation and estimation and accrual methodologies that were used by the Company will, in good faith prior to the Closing Date and in consultation accordance with HSESchedule 1.1. (b) If the Estimated Closing Working Capital is less than the Minimum Target Working Capital (the amount by which the Minimum Target Working Capital exceeds the Estimated Closing Working Capital, the “Estimated Working Capital Shortfall”), then the amount of such Estimated Working Capital Shortfall shall, dollar for dollar, decrease the amount of the Closing Cash Payment. (c) If the Estimated Closing Working Capital is greater than the Maximum Target Working Capital (the amount by which the Estimated Closing Working Capital exceeds the Maximum Target Working Capital, the “Estimated Working Capital Excess”), then the amount of such Estimated Working Capital Excess shall, dollar for dollar, increase the amount of the Closing Cash Payment. If the Estimated Closing Working Capital is greater than the Minimum Target Working Capital and less than the Maximum Target Working Capital, then no adjustment shall be made to the Closing Cash Payment with respect to the Estimated Working Capital. (d) Following the Closing, the amount of the Closing Cash Payment shall be adjusted as provided herein to reflect the difference between the Working Capital as derived from the Closing Date Balance Sheet (the “Closing Working Capital”) and the Estimated Closing Working Capital, and as finally determined in accordance with this Section 2.4. Within sixty (60) days after the Closing Date, the Buyer shall prepare and deliver to HSE within three the Seller a notice signed by a senior officer of the Buyer setting forth its proposed adjustments, if any, to the Closing Cash Payment, such notice (3the “Closing Cash Adjustment Notice”) days before shall include: (i) a balance sheet of the Company as of 11:59 p.m. on the Business Day immediately preceding the Closing Date (i) a calculation of the Closing Indebtedness Pay-Off Amount (the “Estimated Closing Indebtedness Pay-Off AmountDate Balance Sheet”), ; and (ii) a calculation of the Closing Cash Amount Working Capital (the “Estimated Closing Cash Amount”)Statement” and, and (iii) a calculation of together with the amount of Unpaid Transaction Costs (Closing Date Balance Sheet, the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing AdjustmentsReports”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than ninety (90) days following the Closing, HSE Statement shall cause to be prepared (i) include a statement of the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) and (ii) a calculation detailed computation of the Closing Indebtedness Pay-Off Amount, the Working Capital set forth thereon. The Closing Cash Amount and the Unpaid Transaction Costs Reports shall be prepared in accordance with GAAP using the definitions set forth same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation and accrual methodologies that were used in this Agreement (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components preparation of the Net Working Capital Estimated Closing Reports, including Schedule 1.1. (e) Upon the receipt by the Seller of all of the Company as of Closing Reports, the Calculation Date. The Representative, on behalf of Transferor, Seller shall have a period of thirty (30) days following to review the Closing Reports and may have the same verified by independent accountants (who may be the current auditors of the Seller) and other Representatives selected by it. The Seller and its Representatives shall be entitled to perform all reasonable procedures (including review of all relevant accounting, financial and other records, including work papers and other supporting materials) and to take any other reasonable steps that the Seller and its Representatives deem appropriate to confirm that each of the Closing Reports have been prepared in accordance with the terms of this Agreement. If the Seller shall have any objections to the Closing Reports or the calculation set forth therein, the Seller shall deliver to the Buyer, within thirty (30) days after its receipt of all of the Net Working Capital Closing StatementReports, a written statement (the “Closing Report Objection Notice”) setting forth the component or components of the Closing Reports that are in dispute, the Final Cost Adjustments and related worksheets to provide written notice basis of such dispute and, if known, the amount proposed as an adjustment. The failure of the Representative’s objectionSeller to deliver a Closing Report Objection Notice within the thirty (30) day period hereinabove provided shall constitute the acceptance by the Seller of the Closing Reports as submitted by the Buyer whereupon such Closing Reports shall be final, on behalf of Transferor, binding and conclusive for all purposes hereunder. Notwithstanding anything to the Net Working Capital Closing Statementcontrary contained in this Section 2.4, in the Final Cost Adjustments or event any information reasonably requested by the related worksheets (which notice shall state Seller under this Section 2.4(e) has not been provided to the basis for Seller promptly following the RepresentativeSeller’s objection). If, request thereof and within such thirty (30) day period, then the RepresentativeClosing Reports shall not be deemed final, on behalf of Transferor, has not given HSE binding or conclusive hereunder and the Seller may unilaterally (without the Buyer’s consent) extend the period for which the Seller may submit the Closing Report Objection Notice five (5) days for each day beyond the thirty (30) day period that such item remains outstanding by delivering a written notice of its objection to the Net Working Capital Buyer of such extension. (f) If the Seller delivers a Closing StatementReport Objection Notice, the Final Cost Adjustments or the related worksheets, then the Net Working Capital Buyer and the Final Cost Adjustments respectively reflected therein Seller shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in use their good faith efforts to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then but, if the remaining matters Buyer and the Seller fail to resolve all of the items in dispute within thirty (30) days after the Seller’s delivery of the Closing Report Objection Notice to the Buyer (or such longer period as they may mutually agree in writing), then either party may elect to submit any remaining disputed items to an independent third-party arbitrator mutually acceptable to the Buyer and the Seller who shall be submitted qualified by experience and training to Xxxx & Associates arbitrate commercial disputes (the “RefereeWC Expert”) ); provided, however, that if the Buyer and the Seller are unable to mutually agree on an individual to act as the WC Expert within the following five (5) Business Days after the Buyer or the Seller elect to submit the dispute to arbitration, then each of the Buyer and the Seller shall each designate an independent third-party arbitrator and such designees shall promptly (and in any event within ten (10) days) select an individual to act as the WC Expert. (g) If any disputed items are referred to the WC Expert, the parties shall cooperate in good faith with the determination process and the WC Expert’s requests for resolutioninformation, including providing the WC Expert with information as promptly as practicable after its request therefor. The Referee Each party shall be entitled to receive copies of all materials provided by the other to the WC Expert in connection with the determination process. In making its determination on the disputed items, the WC Expert shall make a determination such determinations: (i) only in accordance with the standards set forth in this Agreement; (ii) only with respect to the disputed matters submitted to it and determine the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are items submitted to the Referee WC Expert and no other item; (iii) on a disputed item by disputed item basis (i.e., not in the aggregate); and (iv) where the result of the WC Expert’s determination for resolution, (i) each Party shall furnish such disputed item is neither greater than the greatest amount presented by the parties to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present WC Expert with respect to the Referee any material relating item in dispute, nor less than the lowest amount presented by the parties to the WC Expert with respect to the item in dispute. In connection with his review, the WC Expert shall have the right to engage an independent accounting firm; provided such independent accounting firm does not have, and has not had, a relationship with the Seller, the Buyer or any of their respective Affiliates in the past five (5) years. The determination of the matters WC Expert shall be final, conclusive and binding on the parties, absent manifest error. The parties shall instruct the WC Expert to provide its determination in dispute and writing to discuss the parties within thirty (30) days of the date it is engaged on such determination project. None of the parties shall have any ex parte conversations or meetings with the Referee; WC Expert without the prior consent of the other parties. (iih) the determination The Closing Reports, either as accepted or deemed to have been accepted by the Referee Seller or as adjusted and resolved in the manner herein provided, shall fix the Closing Working Capital and the adjustment to the Closing Cash Payment, if any, resulting therefrom. Subject to the reimbursement provided in the next sentence, each party shall bear its own expenses and the fees and expenses of its own Representatives, including its independent accountants, in connection with the preparation, review, dispute (if any) and final determination of the Net Closing Cash Payment. The party (either the Buyer or the Seller) whose determination of the amount of Closing Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, (as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE Closing Cash Adjustment Notice provided by the RefereeBuyer or Closing Report Objection Notice provided by the Seller, as applicable) was farthest from the final determination of Closing Working Capital by the WC Expert, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) bear the fees and expenses of the Referee WC Expert and shall reimburse the other party for all out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) of the party whose determination of the Closing Working Capital was closest to the final determination by the WC Expert. If the determination by the WC Expert is equidistant between the determination of the parties, or is no more than five percent (5%) more or less than such equidistant amount, the fees and expenses of the WC Expert shall be borne oneequally by the Buyer and the Seller and each of the Buyer and the Seller shall bear the cost of their own out-half by Transferor of-pocket fees and one-half by HSEexpenses. The final Net Working Capital WC Expert shall determine the allocation of the Company as of the Calculation Date, as determined fees and expenses in accordance with this Section 2.2(b2.4(h) and include such allocation in its award. (i) Upon the Closing Working Capital becoming final as provided in Section 2.4(h), is referred the Closing Cash Payment shall be recalculated using the finally determined Closing Working Capital instead of the Estimated Closing Working Capital that was used at Closing (giving effect to as the “Final Net Minimum Target Working Capital or Maximum Target Working Capital.” , as applicable). If as a result of such recalculation, the Closing Cash Payment (c) If giving effect to the Final Net Minimum Target Working Capital or Maximum Target Working Capital, as applicable) is less than zerothe amount paid at Closing (such difference, Transferor the “Downward Closing Cash Adjustment”), then within three (3) Business Days after the final determination thereof, the Seller shall promptly pay to HSE an aggregate reduce the principal amount in cash equal to such deficiency. If of the Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a Note dollar-for-dollar basis by an amount equal to the amount Downward Closing Adjustment. If as a result of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) recalculation the Closing Cash Amount minus Payment (iigiving effect to the Minimum Target Working Capital or Maximum Target Working Capital, as applicable) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in amount paid at Closing (such difference, the calculation of “Upward Closing Cash Adjustment”), then within three (3) Business Days after the Estimated Pre-Closing Adjustmentsfinal determination thereof, HSE the Buyer shall promptly pay to Transferor the Seller an amount equal to the Upward Closing Cash Adjustment by wire transfer of immediately available funds to an account designated by such excess Seller in cashwriting to the Buyer. (j) The pendency of a dispute shall not affect the payment obligation of either the Buyer or the Seller to the extent of any undisputed portion of any payment to be made by the parties under this Article II after the Closing. The payment of any undisputed amount payable under this Section 2.4, shall be made by wire transfer of immediately available funds to an account designated in writing by the party receiving such payment within three (3) Business Days after the final determination thereof pursuant to this Section 2.4. Any payments under this Section 2.4 shall constitute an adjustment to the Purchase Price.

Working Capital Adjustment. (a) The Company will, in good faith and in consultation with HSE, prepare and deliver to HSE within No later than three (3) days before Business Days prior to the Closing Date, the Stockholders’ Agent shall deliver to the Purchaser on behalf of the Acquired Companies a good faith estimate of, in each instance, based on the Acquired Companies’ books and records and other information then available, (i) the Closing Indebtedness as of the close of business on the day immediately prior to the Closing Date and (ii) in each instance, as of the close of business on the day immediately prior to the Closing Date, (A) the amount of Cash on Hand of the Acquired Companies, (B) the Adjustment Amount, (C) the Transaction Expenses and (D) the Change of Control Payments. (b) As soon as practicable following the Closing Date, but in no event later than sixty (60) days after the Closing Date, the Purchaser shall prepare (in each instance, in accordance with GAAP in accordance with the past practices of the Acquired Companies, and as of the close of business on the day immediately prior to the Closing Date) and deliver to the Stockholders’ Agent (i) a calculation consolidated balance sheet of the Closing Indebtedness Pay-Off Amount Acquired Companies (the “Estimated Closing Indebtedness Pay-Off AmountDate Balance Sheet”), (ii) a calculation determination of the Closing Cash Amount (the “Estimated Closing Cash Amount”), Working Capital and (iii) a calculation of the amount of Unpaid Transaction Costs Cash on Hand, the Closing Indebtedness and the Adjustment Amount (the “Estimated Unpaid Transaction Costs AmountWorking Capital Statement”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (bc) No later than ninety (90) days following The Stockholders’ Agent and its representatives shall have the Closingright to review all records, HSE shall cause work papers and calculations related to be prepared (i) a statement of the Net Closing Date Balance Sheet, Working Capital, Cash on Hand, Closing Indebtedness, Adjustment Amount calculation and the Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) and (ii) a calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, Stockholders’ Agent shall have a period of thirty (30) days following its receipt after delivery of the Net Working Capital Closing StatementStatement in which to notify the Purchaser in writing (such notice, a “Working Capital Dispute Notice”) of any discrepancy in, or disagreement with, the Final Cost Adjustments and related worksheets to provide written notice of items reflected on the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, Statement (and specifying the Final Cost Adjustments or the related worksheets (which notice shall state amount in dispute and setting forth in reasonable detail the basis for such discrepancy or disagreement), and upon agreement by the Representative’s objection)Purchaser regarding the adjustment requested by the Stockholders’ Agent, an appropriate adjustment shall be made thereto. If, within If the Stockholders’ Agent does not deliver a Working Capital Dispute Notice to the Purchaser during such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection Working Capital Statement shall be deemed to be accepted in the form delivered by the Purchaser to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Stockholders’ Agent pursuant to Section 2.2(c1.5(b). If the RepresentativePurchaser and the Stockholders’ Agent do not agree, on behalf within thirty (30) days after timely delivery of Transferorthe Working Capital Dispute Notice, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. Ifdiscrepancy or disagreement therein, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute discrepancy or disagreement shall be submitted to Xxxx & Associates for review and final determination by Xxxxx Xxxxxxxx LLP (the “RefereeIndependent Accounting Firm”) within the following five (5) Business Days for resolutionto act as an arbitrator to resolve such disputes. The Referee review of the Independent Accounting Firm shall make a determination with respect be limited to the disputed matters submitted to it discrepancies and determine disagreements set forth in the Net Working Capital of the Company Dispute Notice, and the Final Cost Adjustments as resolution of such discrepancies and disagreements and the Calculation Date within 30 days after determinations by the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, Independent Accounting Firm shall be (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; writing, (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth made in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated accordance with GAAP in accordance with the past practices utilized in preparing of the most recent Financial StatementsAcquired Companies, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) with respect to any specific discrepancy or disagreement, no greater than the higher amount calculated by the Purchaser or the Stockholders’ Agent, as the case may be, and no lower than the lower amount calculated by the Purchaser or the Stockholders’ Agent, as the case may be, (iv) made as promptly as practical after the submission of such discrepancies and disagreements to the Independent Accounting Firm (and the Purchaser and the Stockholders’ Agent shall direct the Independent Accounting Firm to make such determination no later than thirty (30) days after the date of submission) and (v) final and binding upon, and non-appealable by, the parties hereto and their respective successors and assigns for all purposes hereof, and not subject to collateral attack for any reason absent manifest error or fraud. All expenses and fees and expenses of the Referee Independent Accounting Firm shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company Purchaser. (d) If the Closing Payment as of the Calculation Date, as finally determined in accordance with this pursuant to Section 2.2(b), is referred to as 1.5(c) (the “Final Net Working Capital.Closing Consideration” (c) If exceeds the Final Net Working Capital is less than zeroaggregate amount of the Closing Payment paid at Closing pursuant to Section 1.3, Transferor then the Purchaser shall promptly pay or cause to HSE an aggregate be paid (it being understood that the Purchaser may elect to use a paying agent in connection with payments to be made pursuant to this Agreement), by wire transfer of immediately available funds, such excess amount to the Selling Parties based on the Pro Rata Basis and in cash equal the same manner of delivery as the consideration paid pursuant to such deficiencySection 1.3. If the Final Net Working Capital Closing Consideration as finally determined pursuant to Section 1.5(c) is greater less than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) Payment paid at Closing pursuant to Section 1.3, then each Selling Party shall promptly pay or cause to be paid, by wire transfer of immediately available funds, such deficiency to the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth Purchaser in the calculation of the Final Cost Adjustments accordance with such Selling Party’s Pro Rata Basis, unless such deficiency is less than such sum set forth $50,000 in the calculation of aggregate, in which case the Estimated Pre-Closing Adjustments, Transferor Purchaser and the Stockholders’ Agent shall promptly pay cause the amount Escrow Agent to pay, by wire transfer of immediately available funds from the Escrow Amount, such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cashPurchaser.

Working Capital Adjustment. (a) The Company willAt least ten (10) business days prior to the Closing Date, in Sellers Representative shall deliver to Purchaser 2 a certificate (the "Working Capital Certificate"), which shall set forth ARCap's good faith and in consultation with HSE, prepare and deliver to HSE within three estimates of (3i) days before the balance sheet of ARCap as of the close of business on the Closing Date (i) a calculation of the "Closing Indebtedness Pay-Off Amount (the “Estimated Closing Indebtedness Pay-Off Amount”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than ninety (90) days following the Closing, HSE shall cause to be prepared (i) a statement of the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”Balance Sheet") and (ii) a calculation statement of the Working Capital of ARCap reflected on the Closing Balance Sheet (the "Closing Working Capital Amount") (each of which shall include, among other things, any accrued current liability for amounts not paid under the Bonus Plans as of the Closing Indebtedness Pay-Off Amount, Date). The Closing Balance Sheet and the Closing Cash Working Capital Amount shall be prepared by ARCap and the Unpaid Transaction Costs prepared determined in accordance with GAAP consistent with past practices. (b) The Closing Balance Sheet and the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Closing Working Capital Closing Statement shall contain line item detail comparable to the balance sheet Amount included in the most recent Financial Statements with respect Working Capital Certificate shall be binding and conclusive upon, and deemed accepted by, Purchaser 2 unless Purchaser 2 shall have delivered written notice to Sellers Representative within seven (7) business days of the date of delivery by Sellers Representative of the Working Capital Statement (the "Objection Notice") that it disputes the accuracy thereof. The Objection Notice shall specify in reasonable detail (i) the specific items that Purchaser 2 disputes, (ii) the amounts of any adjustments to the components Closing Balance Sheet and the Closing Working Capital Amount that are necessary in its good faith and reasonable judgment to conform to the requirements of this Agreement, and (iii) Purchaser 2's reasons for such disputes and adjustments, together with detailed explanatory notes, supporting information and calculations. If Purchaser 2 and Sellers Representative cannot agree on the final Closing Balance Sheet and the Closing Working Capital Amount within one (1) business day prior to Closing, the parties shall submit their final calculations of the Net Working Capital items in dispute to a nationally recognized accounting firm selected upon mutual agreement of Sellers Representative and Purchaser 2 (which shall not be the Company as of auditor or have been a consultant to either party within the Calculation Date. The Representativepast five years), on behalf of Transferor, shall have a period of for resolution within thirty (30) days following its receipt or as soon thereafter as reasonably practicable. Such accounting firm shall review such final calculations and make a selection as to which of the Net final calculations presented to it is, in the aggregate, more accurate (which amount, subject to adjustment pursuant to this Section 2.4(b), shall be the "Closing Working Capital Closing StatementAmount" for all purposes of this Agreement). The decision by such accounting firm shall be final and binding on the parties. Purchaser 2, on the Final Cost Adjustments one hand, and related worksheets to provide written notice ARCap, on the other hand, will each bear 50% of the Representative’s objectioncosts and expenses of such accounting firm (and in the case of ARCap, on behalf its share of Transferor, to expenses shall be taken into account in determining the Net Closing Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objectionAmount). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital Purchaser 2 and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee ARCap shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating available to such objections as the Referee may request accounting firm all relevant books and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material records relating to the calculations submitted and all other information reasonably requested by such accounting firm. Upon final determination of any adjustment to the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Closing Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated Amount in accordance with the past practices utilized in preparing foregoing, the most recent Financial Statements, and Basic Purchase Price shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered increased or decreased by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Working Capital.” (c) If the Final Net Working Capital is less than zero, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; providedthe adjustment (as so adjusted, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cash"Purchase Price").

Working Capital Adjustment. The Merger Consideration shall be subject to adjustment as follows: (a) The At least five (5) days prior to the Closing Date, the Company will, shall deliver to the Buyer a certificate in the form set forth on Schedule 1.6(a) (the “Adjusted Working Capital Certificate”) executed by the Chief Executive Officer and Chief Financial Officer of the Company that sets forth (i) the Company’s good faith estimate of the Adjusted Working Capital (the “Estimated Adjusted Working Capital”) calculated in accordance with the Estimated Closing Balance Sheet, which shall include reasonably detailed supporting information in the form set forth on Schedule 1.6(a); and in consultation with HSE, prepare (ii) a balance sheet of the Company reflecting the Company’s good faith estimate of the assets and deliver to HSE within three (3) days before liabilities of the Company as of the close of business on the Closing Date prepared in accordance with GAAP on a consistent basis with the Financial Statements (iexcept that such balance sheet may exclude footnotes) a calculation and, to the extent not inconsistent with GAAP, prior methodologies and procedures of the Closing Indebtedness Pay-Off Amount Company (the “Estimated Closing Indebtedness Pay-Off AmountBalance Sheet”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later If (i) the Estimated Adjusted Working Capital is less than ninety One Hundred Ninety Seven Thousand Three Hundred Eighty Two Dollars (90$197,382) (such difference, the “Closing Date AWC Deficiency”), then the Merger Consideration shall be reduced by an amount equal to such Closing Date AWC Deficiency. If the Estimated Adjusted Working Capital exceeds One Hundred Ninety Seven Thousand Three Hundred Eighty Two Dollars ($197,382) (such excess, the “Closing Date AWC Excess”), then the Merger Consideration shall be increased by an amount equal to such Closing Date AWC Excess. (c) Within sixty (60) days following the Closing, HSE the Buyer shall cause deliver to be prepared the Holder Agent a certificate in the form set forth on Schedule 1.6(c) (the “Draft Adjusted Working Capital Certificate”) executed on behalf of the Buyer by an officer of the Buyer that sets forth (i) a statement the Buyer’s good faith calculation of the Net Adjusted Working Capital (the “Draft Adjusted Working Capital”) calculated in accordance with the Draft Closing Balance Sheet (as defined below), which shall include reasonably detailed supporting information in the form set forth on Schedule 1.6(c); and (ii) a balance sheet of the Company reflecting the Buyer’s good faith calculation of the assets and liabilities of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) and (ii) a calculation close of business on the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs Date prepared in accordance with GAAP on a consistent basis with the definitions set forth in this Agreement Financial Statements (except that such balance sheet may exclude footnotes) and, to the extent not inconsistent with GAAP, prior methodologies and procedures of the Company (the “Final Cost AdjustmentsDraft Closing Balance Sheet”). The Net If there are no such adjustments by the Buyer, or if the Buyer fails to deliver the Draft Adjusted Working Capital Certificate and Draft Closing Statement Balance Sheet within sixty (60) days following the Closing, then the Draft Adjusted Working Capital and the Draft Closing Balance Sheet shall contain line item detail comparable be the same as the Estimated Adjusted Working Capital and the Estimated Closing Balance Sheet, respectively. The Buyer shall promptly provide the Holder Agent with reasonable access to the balance sheet included personnel of the Surviving Corporation and the Buyer, and to the Buyer’s representatives, in each case who were involved in the most recent Financial Statements with respect preparation of the Draft Adjusted Working Capital Certificate and the Draft Closing Balance Sheet, and to such books and records reasonably related to the components Draft Adjusted Working Capital Certificate and the Draft Closing Balance Sheet that the Holder Agent may reasonably request. Such access shall be at reasonable times, upon reasonable prior notice, subject to reasonable security precautions and in a manner so as not to interfere with the normal business operations of the Net Working Capital of Buyer and subject to any confidentiality restrictions to which the Company as of Buyer, the Calculation DateSurviving Corporation or their respective personnel or representatives are subject. The RepresentativeHolder Agent shall deliver to the Buyer, on behalf of Transferor, shall have a period of or before the date that is thirty (30) days following its receipt the delivery of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Draft Adjusted Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding Draft Closing Balance Sheet (the “AWC Objection Deadline Date”), either a notice indicating that the Holder Agent accepts the Draft Closing Balance Sheet and conclusive on the Parties Draft Adjusted Working Capital or a detailed statement describing its objections (if any) to the Draft Closing Balance Sheet and used in making the adjustment provided for in Section 2.2(cDraft Adjusted Working Capital (the “AWC Objection Statement”). If the RepresentativeHolder Agent delivers to the Buyer a notice accepting the Draft Closing Balance Sheet and Draft Adjusted Working Capital, on behalf or the Holder Agent does not deliver the AWC Objection Statement by the AWC Objection Deadline Date, then, effective as of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end earlier of a fifteen (15)-day period from the date of delivery of any objection such notice of acceptance or as of the 5:00 pm Eastern time on the AWC Objection Deadline Date, the Draft Closing Balance Sheet and the Draft Adjusted Working Capital delivered by the RepresentativeBuyer pursuant to this Section 1.6(c) shall be the Final Closing Balance Sheet and the Final Adjusted Working Capital. If the Holder Agent timely delivers the AWC Objection Statement, on behalf such objections shall be resolved as follows: (i) The Buyer and the Holder Agent shall first use Reasonable Best Efforts to resolve such objections set forth in the AWC Objection Statement. (ii) If the Buyer and the Holder Agent do not reach a resolution of Transferor, there are any matters that remain all objections set forth in disputethe AWC Objection Statement within thirty (30) days after delivery of such AWC Objection Statement, then the Buyer and the Holder Agent shall, within fifteen (15) days following the expiration of such thirty (30)-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Holder Agent and the Accountant, to resolve any remaining matters objections set forth in dispute shall be submitted to Xxxx & Associates the AWC Objection Statement (the “RefereeAWC Unresolved Objections”). (iii) The Buyer and the Holder Agent shall jointly submit to the Accountant, within the following five (5) Business Days for resolutiondays after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Closing Balance Sheet, the Draft Adjusted Working Capital, a copy of the AWC Objection Statement, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Holder Agent. Each of the Buyer and the Holder Agent shall submit to the Accountant (with a copy delivered to the other Party on the same day), within thirty (30) days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the AWC Unresolved Objections. Each of the Buyer and the Holder Agent may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within forty five (45) days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither the Buyer nor the Holder Agent may present any additional information or arguments not previously set forth in such initial memorandum or response memorandum to the Accountant, either orally or in writing. (iv) Within sixty (60) days after the date of its engagement hereunder, the Accountant shall determine whether the objections set forth in AWC Objection Statement are valid and shall provide a determination which shall include a consolidated balance sheet, comprised of the Draft Closing Balance Sheet and the calculation of Draft Adjusted Working Capital, in each case as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Holder Agent and pursuant to the Accountant’s resolution of the AWC Unresolved Objections. Such adjusted Draft Closing Balance Sheet and such adjusted Draft Adjusted Working Capital shall be deemed to be the Final Closing Balance Sheet and Final Adjusted Working Capital. (v) The resolution by the Accountant of the AWC Unresolved Objections shall be conclusive and binding upon the Buyer, the Company, the Company Holders and the Holder Agent. The Referee shall make a determination Parties (including the Company on behalf of the Company Holders) agree that the procedures set forth in this Section 1.6 for resolving disputes with respect to the disputed matters submitted to it Draft Closing Balance Sheet and determine the Net Draft Adjusted Working Capital shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit the Buyer or the Holder Agent from instituting litigation to enforce the ruling of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, Accountant. (ivi) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the The fees and expenses of the Referee Accountant shall be borne one-half by Transferor the Buyer, on the one hand, and one-half by HSE. The final Net Working Capital the Holder Agent (on behalf of the Company Holders and from the Holder Agent Fund), on the other hand, in inverse proportion as they may prevail on the matters set forth in the AWC Unresolved Objections which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the Calculation Date, as amounts in dispute and shall be determined in accordance with this Section 2.2(b), by the Accountant at the time the determination of the Accountant is referred to as rendered on the “Final Net Working Capitalmerits of the matters submitted.” (cd) If the Final Net Adjusted Working Capital as derived from the Final Closing Balance Sheet is less than the Estimated Adjusted Working Capital as derived from the Estimated Closing Balance Sheet, then the Merger Consideration shall be reduced by an amount equal to such deficiency (represented as a positive number) (such amount, the “Final AWC Deficiency”) and the Buyer and the Holder Agent shall, not more than five (5) days following the date on which the Final Adjusted Working Capital is less determined pursuant to this Section 1.6, deliver joint written instructions to the Escrow Agent authorizing the Escrow Agent to deliver to the Buyer, an amount from the then-available Escrow Fund equal to the Final AWC Deficiency. (e) If the Final Adjusted Working Capital as derived from the Final Closing Balance Sheet is equal to the Estimated Adjusted Working Capital as derived from the Estimated Closing Balance Sheet, then no adjustment to the Merger Consideration shall be required. (f) If the Final Adjusted Working Capital as derived from the Final Closing Balance Sheet exceeds the Estimated Adjusted Working Capital as derived from the Estimated Closing Balance Sheet, then the Merger Consideration shall be increased by an amount equal to such excess (such amount, the “Final AWC Excess”) and, not more than zerofive (5) days after the date on which the Final Adjusted Working Capital is determined pursuant to this Section 1.6, Transferor (i) the Buyer shall promptly deliver that portion of the Final AWC Excess that is payable to Company Stockholders and the holders of the Warrants to the Payment Agent for distribution to such holders and (ii) the Buyer shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the holders of Options that portion of the Final Net Working Capital AWC Excess that is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount holders of Accounts Receivable in excess of the aggregate current liabilities included Options. Such payments shall be allocated in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs same manner as set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cashSection 1.5 and Section 1.8.

Working Capital Adjustment. (aThe Purchase Price shall be adjusted in accordance with this Section 2.3(c) The Company will, in good faith and in consultation with HSE, prepare and deliver to HSE within three (3) days before the Closing Date as follows: (i) Within thirty (30) days after the Closing Date, the Active Shareholders shall deliver to Purchaser a calculation proposed final Net Working Capital Amount as of the Closing Indebtedness Pay-Off Amount (the “Estimated Closing Indebtedness Pay-Off Amount”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than ninety (90) days following the Closing, HSE shall cause to be prepared (i) a statement of the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) and (ii) a calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost AdjustmentsProposal”). The Net Working Capital Closing Statement Proposal shall contain line item detail comparable to be calculated using the balance sheet included same methods and assumptions as were used in preparing the most recent Financial Statements and in accordance with respect to GAAP and this Section 2.3(c), and shall be accompanied by supporting documents, work papers, and other data setting forth in reasonable detail the components Active Shareholders’ calculation of the Net Working Capital of Amount. (ii) If Purchaser objects to the Company as of Net Working Capital Proposal, it shall deliver a written notice to the Calculation Date. The Representative, Active Shareholders to such effect no later than 5:00 p.m. Eastern Time on behalf of Transferor, shall have a period of thirty the fifth (305th) days day following its receipt delivery of the Net Working Capital Closing StatementProposal (such notice, a “Disagreement Notice”) accompanied by (A) supporting documents, work papers, and other data setting forth in reasonable detail the Final Cost Adjustments and related worksheets to provide written notice of the Representativebasis for such Purchaser’s objection, on behalf of Transferor, to disagreement with the Net Working Capital Closing Statement, Proposal and (B) a certificate signed by Purchaser certifying that the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objectionDisagreement Notice was delivered in accordance with this Section 2.3(c). If, within Failure of Purchaser to deliver a Disagreement Notice by such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital date and the Final Cost Adjustments respectively reflected therein time shall be binding deemed to constitute final and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf acceptance of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee all parties hereto of the Net Working Capital Amount set forth in the Net Working Capital Proposal as the Net Working Capital Amount for purposes of this Agreement. (iii) If Purchaser timely provides a Disagreement Notice, the Purchaser and Active Shareholders shall attempt to resolve such disagreement in good faith through discussions and negotiations for a period of at least five (5) days. Following the expiration of such five (5) day period, either Purchaser or either Active Shareholder may submit the matter to a mutually-agreeable accounting firm as designated arbitrator, for final resolution on an expedited basis. The amount of the Net Working Capital Amount determined by such arbitrator shall be final and binding on all parties hereto. (iv) Following the Closing, Purchaser agrees to cause the Company Entities, on a weekly basis, to transfer to one or more accounts designated by the Active Shareholders, an amount of cash specified below of the amount of any Receivables that are related to pre-Closing activities of the Company Entities (“Pre-Closing Receivables”) that are actually collected by the Company Entities during such weekly period, provided that the maximum aggregate amount of cash the Company Entities shall be obligated to pay to the Sellers pursuant to this Section 2.3(c)(viii) shall equal the Net Working Capital Amount and the Final Cost Adjustments as $1,046,000 part of the Calculation DateInitial Purchase Price referenced in Section 2.3(a)(ii) and evidenced by the Note (together the “Initial Purchase Payment”). During the first five weeks immediately after Closing, on the Wednesday of each week, the Sellers shall be paid from said amounts collected, 50% of the Pre-Closing Receivable collected that week. At the end of the five week period the parties shall determine the balance of the Initial Purchase Payment. The balance of the Initial Purchase Payment shall then be divided by three and the quotient thereof shall be paid in three (3) equal installments during weeks six (6) through eight (8). In the event that cash in excess of the Initial Purchase Payment is transferred to such account(s) pursuant to this Section 2.3(c)(viii), the Sellers agree, on a joint and several basis, to promptly refund such overage to Purchaser. If the amount paid is insufficient to pay the entire Initial Purchase Payment within the eight (8) week period then the remaining balance shall be paid at the rate of 100% of the amounts collected until the entire Initial Purchase Payment is paid. To facilitate the transfer contemplated by this subsection: (A) each of Xxxx XxXxxxx and Xxxx Xxxxx, together with Xxxxxxxx Xxxxx or Xxx Xxxxxxxx shall have signatory authority on the bank accounts of the Company Entities for so long as they are employed by Purchaser or a Company Entity; (B) the current bank accounts of the Company Entities with Bank Leumi and Hapolim Bank will be maintained for the purpose of collecting and paying the Parties their respective shares of Pre-Closing Receivables; (C) in the event Pre Closing Receivables are paid to another account, 50% of said funds shall promptly be paid to the Sellers by Purchaser; (D) Purchaser shall not advise or instruct Company customers to pay Pre Closing Receivables into a different account; (E) Purchaser shall not utilize the Bank Leumi and Hapolim Bank accounts for any purpose other than those set forth in a written notice delivered to each this Section; (F) any wire, instructions, checks, negotiable instruments or any other means of transferring or withdrawing funds from the Bank Leumi and Hapolim Bank or other accounts, if any, containing all or part of the RepresentativePre-Closing Receivables, on behalf in excess of Transferor$10,000 in a series of transactions or a single transaction must have two signatures from among Xxxx XxXxxxx, Xxxx Xxxxx and either Xxxxxxxx Xxxxx or Xxx Xxxxxxxx; (G) any amounts paid by ADEX customers after the Closing shall be attributable to Pre-Closing Receivables up to the amounts of those Receivables attributable to that customer, provided that for purposes of clauses (A) and (F), Xxxx XxXxxxx and Xxxx Xxxxx may act jointly (but not individually) without the consent of Xxxxxxxx Xxxxx or Xxx Xxxxxxxx, provided further that for purposes of clauses (A) and (F),that neither Xxxxxxxx Xxxxx nor Xxx Xxxxxxxx may act without the consent of either Xxxx XxXxxxx or Xxxx Xxxxx. The limitations and restrictions contained in clauses (A) through (G) shall only survive until the Initial Purchase Payment has been paid in full, and HSE by shall terminate upon such payment. Any portion of the RefereeInitial Purchase Payment that is attributable to the amounts owed pursuant to Section 2.3(a)(ii) shall, when paid, shall be calculated in accordance with deemed to be repayment of the past practices utilized in preparing the most recent Financial StatementsNote, and shall be binding and conclusive on reduce the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses principal amount of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Working Capital.” Note (con a pro rata basis) If the Final Net Working Capital is less than zero, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; providedbasis. (v) Subject to Section 11.6, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected final determination of the Net Working Capital Amount pursuant to Section 2.3(c)(ii) or 2.3(c)(iii), as applicable, Purchaser shall pay to Sellers an aggregate amount of Accounts Receivable in excess of cash equal to the difference, if any, between (A) such Net Working Capital Amount less (B) the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of cash payments made pursuant to Section 2.3(c)(viii), with such deficiency payment to HSE in cash. In the event occur not later than sixty (60) days following such sum set forth in the calculation final determination. (vi) For purposes of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cash.this Agreement:

Working Capital Adjustment. (a) The Two (2) Business Days prior to the Closing, the Company will, in good faith and in consultation with HSE, prepare and shall deliver to HSE within three Buyer a certificate (3the “Working Capital Statement”) days before certified by the Closing Date (i) Company’s Chief Financial Officer setting forth in reasonable detail a calculation of its good faith estimate of the Closing Indebtedness Pay-Off Amount Working Capital (the “Estimated Closing Indebtedness Pay-Off AmountWorking Capital”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred which shall be subject to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared reasonable approval by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to ClosingBuyer. (b) No later than ninety Within sixty (9060) days following the Closing, HSE Buyer shall cause deliver to be prepared (i) a statement the Seller its calculation of the Net Working Capital of the Company as of the Calculation Date (the “Net Revised Working Capital Closing StatementCapital”) and (ii) a ). If the Seller objects to the calculation of the Closing Indebtedness Pay-Off AmountRevised Working Capital, the Closing Cash Amount Seller shall deliver to Buyer, no later than twenty (20) days following receipt of Buyer’s calculation of the Revised Working Capital, a notice setting forth in reasonable detail such objections (a “Working Capital Objection Notice”), together with reasonable supporting documentation. If the Seller does not timely deliver a Working Capital Objection Notice to Buyer or if the Representative notifies Buyer that it has no objections, Buyer’s determination of the Revised Working Capital shall be final and binding on all parties. If Buyer does not timely deliver its calculation of Working Capital to the Seller, the Estimated Working Capital shall be final and binding on all parties, unless Seller objects thereto, in which case Buyer must provide such calculation. (c) If the Seller timely delivers a Working Capital Objection Notice to Buyer, Buyer and the Unpaid Transaction Costs prepared Seller shall attempt in accordance with good faith to resolve such matters within twenty (20) days after receipt of the definitions set forth in this Agreement same by Buyer, and if unable to do so, either Buyer or the Seller may refer all remaining disputes to a nationally recognized accounting firm as mutually agreed upon by Buyer and the Seller (the “Final Cost AdjustmentsDispute Accounting Firm”). The Net Working Capital Closing Statement ) which shall contain line item detail comparable be instructed to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of resolve such disputes within thirty (30) days following its receipt of the Net Working Capital Closing Statementreferral. Buyer and the Seller shall have the right to meet jointly with the Dispute Accounting Firm during this period and to present their respective positions. The resolution of disputes by the Dispute Accounting Firm will be set forth in writing and will be conclusive and binding upon the parties, upon the date of such resolution, absent manifest error. In making its determination, the Final Cost Adjustments Dispute Accounting Firm shall consider only those items that the Seller and related worksheets Buyer are unable to provide written notice resolve and the Dispute Accounting Firm shall be bound by the terms and conditions of this Agreement, including the Representative’s objection, on behalf definition of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding terms of this Section 1.5. The Seller and conclusive on Buyer will each pay their own fees and expenses (including any fees and expenses of their accountants and other representatives) in connection with the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery resolution of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates under this Section 1.5 (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) excluding the fees and expenses of the Referee Dispute Accounting Firm). The fees and expenses of the Dispute Accounting Firm pursuant to this Section 1.5(c) shall be borne one-half by Transferor Buyer and one-half the Seller, in inverse proportion as they may prevail on matters resolved by HSE. The the Dispute Accounting Firm, which proportionate allocations shall also be determined by the Dispute Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. (d) Upon the final Net determination of Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as 1.5 (the “Final Net Working Capital.”), the Purchase Price shall be subject to adjustment as follows: (ci) If if the Final Net Working Capital is less than zeroexceeds the Working Capital Target, Transferor the Purchase Price shall promptly pay to HSE be increased by an aggregate amount in cash equal to such deficiency. If the amount by which the Final Net Working Capital exceeds the Working Capital Target; (ii) if the Working Capital Target exceeds the Final Working Capital, the Purchase Price shall be decreased by an amount equal to the amount by which the Working Capital Target exceeds the Final Working Capital; or (iii) if the Final Working Capital equals the Working Capital Target, then there shall be no further adjustment to the Purchase Price pursuant to this Section 1.5(d). Within ten (10) Business Days following the determination of the Final Working Capital, (i) if the Purchase Price is greater than zero, HSE shall pay increased pursuant to Transferor on a dollar-for-dollar basis this Section 1.5(d) (the amount of such excess in cash; providedincrease, howeverthe “Positive Working Capital Adjustment Amount”), such payment subject to the provisions of Section 8.7, Buyer shall pay to the Seller the Positive Working Capital Adjustment Amount by HSE shall not be due wire transfer of immediately available funds and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) if the Closing Indebtedness Pay-Off Amount minus (iii) Purchase Price is decreased pursuant to this Section 1.5(d), such decrease shall be paid to Buyer by the Unpaid Transaction Costs set forth in the calculation Seller by wire transfer of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustmentsimmediately available funds, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustmentsand, HSE shall promptly pay to Transferor the amount of such excess in cashif necessary, satisfied by deduction from any Contingent Payments.

Working Capital Adjustment. 2.9.1 At least 3 Business Days prior to the Closing Date, the Corporation will have prepared and delivered to Corel the Initial Closing Balance Sheet. The Initial Closing Balance Sheet will show a minimum amount of Adjusted September 30 Working Capital at least equal to the Required Working Capital Amount. 2.9.2 If the Initial Closing Balance Sheet shows Adjusted September 30 Working Capital that is less than the Required Working Capital Amount (a) The Company willthe "INITIAL WORKING CAPITAL SHORTFALL"), in good faith and in consultation with HSEthen the Asset Sale Cash Consideration will be reduced by the amount of the Initial Working Capital Shortfall. If the Initial Working Capital Shortfall is greater than the Asset Sale Cash Consideration, then the Total Merger Cash Consideration will be reduced by that excess amount. 2.9.3 Within 60 days of the Closing Date, Corel will prepare and deliver to HSE within three (3) days before the Stockholder Representative a draft Working Capital Closing Date (i) a calculation of the Closing Indebtedness Pay-Off Amount (the “Estimated Closing Indebtedness Pay-Off Amount”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”)Balance Sheet. The calculation of Working Capital Closing Balance Sheet will contain a reconciliation that details any differences between this balance sheet and the Estimated Pre-Initial Closing Adjustments will be prepared by Balance Sheet. Once the Company Working Capital Closing Balance Sheet is settled in accordance with this section 2.9, it will be used to calculate the definitions set forth in this AgreementClosing Working Capital Amount. If HSE disputes any Within 10 Business Days after settling the Working Capital Closing Balance Sheet: 2.9.3.1 if the Closing Working Capital Amount is less than the Required Working Capital Amount by more than the Initial Working Capital Shortfall (the difference from the Initial Working Capital Shortfall being the "WORKING CAPITAL ADJUSTMENT AMOUNT") then the Jasc Stockholders will pay to Corel the Working Capital Adjustment Amount. Each of the Jasc Stockholders will pay to Corel cash equal to a pro rata portion of the Estimated Pre-Working Capital Adjustment Amount based upon the Jasc Stockholder's Ownership Percentage. If the entire Working Capital Adjustment Amount is not paid by the Jasc Stockholders within the 10 Business Day period, the unpaid balance of the Working Capital Adjustment Amount will be satisfied from the Escrow Fund and each Jasc Stockholder that did not make its required payment during the 10 Business Day period will (and will be severally, and not jointly, liable to) make a cash payment to the Escrow Fund equal to that Jasc Stockholder's pro rata share of the Working Capital Adjustment Amount (based upon the percentage of the Jasc Stockholder's Ownership Percentage); or 2.9.3.2 if the Closing Adjustments prior to ClosingWorking Capital Amount is less than the Required Working Capital Amount by less than the Initial Working Capital Shortfall (the difference from the Initial Working Capital Shortfall being the "COREL WORKING CAPITAL PAYMENT"), then HSE and Corel will pay to the Company will negotiate in good faith in an effort Jasc Stockholders cash equal to resolve any such dispute at or prior to Closinga pro rata portion of the Corel Working Capital Payment based upon the Jasc Stockholder's Ownership Percentage. (b) No later than ninety (90) days following 2.9.4 If the Closing, HSE shall cause to be prepared (i) a statement of Stockholder Representative notifies Corel that it agrees with the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) and (ii) a calculation Balance Sheet within 21 days after receiving it or fails to deliver notice to Corel of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance its disagreement with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, Balance Sheet within such thirty (30) that 21 day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing StatementBalance Sheet will be conclusive and binding on Corel and each of the Jasc Stockholders and the parties will be deemed to have agreed to it, in the Final Cost Adjustments or first case on the related worksheetsdate Corel receives the notice and, in the second case, on the 21st day. 2.9.5 If the Stockholder Representative notifies Corel of a disagreement with the Working Capital Closing Balance Sheet within the 21 day period, then the Net Working Capital Corel and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the RepresentativeStockholder Representative will attempt, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith faith, to resolve any their differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect to the disputed matters submitted to it and determine within 15 days after Corel's receipt of the Net notice of disagreement. Any disagreement over the Working Capital of the Company Closing Balance Sheet not resolved by Corel and the Final Cost Adjustments as of the Calculation Date Stockholder Representative within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party 15 day period (or its independent public accountantsany longer period as may be agreed to between the parties) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated settled in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Working Capitalsection 2.11.” (c) If the Final Net Working Capital is less than zero, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cash.

Working Capital Adjustment. (a) The Company will, in good faith and in consultation with HSE, Buyer shall prepare and deliver to HSE within three (3) days before the Closing Date (i) a calculation of the Closing Indebtedness Pay-Off Amount (the “Estimated Closing Indebtedness Pay-Off Amount”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than ninety (90) days following the Closing, HSE shall cause to be prepared (i) a statement of the Net Working Capital of the Company as of the Calculation Date Closing (the “Net Working Capital Closing Statement”) and (ii) a calculation of deliver such statement to the Sellers not more than 30 days following the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”)Date. The Net Working Capital Closing Statement shall contain line item detail comparable be prepared using the same methodology, policies, inclusions, and exclusions as used to determine the balance sheet Net Working Capital included in the most recent Financial Statements Estimated Purchase Price; provided that with respect to the components calculation of any accrued Performance Amounts in connection with Tier 1 Existing CLOs, Tier 2 Existing CLOs or the Net Working Capital of the Company as of the Calculation DateExisting AUM, such amounts shall be calculated only through September 16, 2015. The Representative, on behalf of Transferor, Sellers shall have a period of thirty (30) 15 days following its after receipt of the Net Working Capital Closing StatementStatement (such period, the Final Cost Adjustments and related worksheets “Net Working Capital Statement Dispute Period”) to provide written notice dispute any or all amounts or elements of such Net Working Capital Statement. If either of the Representative’s objection, on behalf of Transferor, Sellers determines to dispute the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within Statement during such thirty (30) day period, such Seller shall provide Buyer and the Representative, on behalf of Transferor, has not given HSE written other Seller with a notice of its objection to such dispute (a “Dispute Notice”), setting forth in reasonable detail the amounts included in the Net Working Capital Closing StatementStatement with which such Seller disagrees, such Seller’s alternative calculation, in reasonable detail, of such amounts, and all other information applicable to such dispute, which notice shall be provided prior to the Final Cost Adjustments or end of the related worksheetsNet Working Capital Statement Dispute Period. If the Sellers do not deliver notice of any such dispute to Buyer prior to the end of the Net Working Capital Statement Dispute Period, then the Net Working Capital Statement shall be deemed to be final and binding upon Buyer and the Final Cost Adjustments respectively reflected therein shall be binding Sellers in the form in which it was delivered to Buyer. (b) If a Seller delivers to Buyer and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith other Seller a Dispute Notice prior to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital Statement Dispute Period, then the Sellers and Buyer shall use commercially reasonable efforts to resolve the dispute and agree in writing upon the final content of the Company Net Working Capital Statement within 30 days following the delivery of the Dispute Notice. Items and amounts not objected to by a Seller in the Dispute Notice shall be deemed resolved. If Buyer and the Final Cost Adjustments as Sellers are unable to resolve all of the Calculation Dateitems or amounts in dispute within such 30-day period, as set forth then Buyer and the Sellers shall submit the dispute for resolution to KPMG LLP (“Accounting Expert”). The Accounting Expert shall prepare a final Net Working Capital Statement, which statement shall assume the correctness of all amounts not in dispute and Accounting Expert shall determine all amounts which remain in dispute. In resolving any matters in dispute, the Accounting Expert may not assign a written notice delivered value to each of any item in dispute greater than the Representativegreatest value for such item assigned by Buyer, on behalf the one hand, or a Seller, on the other hand, or less than the smallest value for such item assigned by Buyer, on the one hand, or a Seller, on the other hand. Except for manifest error on its face or fraud, all determinations of Transferor, and HSE by Accounting Expert with respect to the Referee, Net Working Capital Statement shall be calculated final, conclusive and binding on Buyer and the Sellers and neither Buyer nor the Sellers shall have the right to appeal such determinations. Buyer and the Sellers shall bear their own expenses in accordance connection with the past practices utilized in preparing the most recent Financial Statements, review and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered resolution by a court having jurisdiction thereof; and (iii) the Accounting Expert. The fees and expenses of Accounting Expert incurred in connection with the Referee resolution of the dispute shall be borne one-half allocated between Buyer and the Sellers by Transferor and one-half by HSE. The final Accounting Expert in proportion to the extent that either of Buyer or the Sellers did not prevail on items in dispute with respect to the Net Working Capital Statement as submitted to Accounting Expert; provided, that so long as each Party complies with the procedures of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b2.3(b), is referred to as such Party shall not be responsible for the “Final Net Working Capitalother Parties’ outside counsel or accounting fees.” (c) Buyer and the Sellers agree to cooperate fully and expeditiously with Accounting Expert in order to facilitate the receipt of the final determination of Accounting Expert within 30 days following submission of a dispute to Accounting Expert. (i) If the Final Net Working Capital is less than zeroat Closing, Transferor shall promptly pay as ultimately determined pursuant to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zerothis Section 2.3, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum Net Working Capital included in the Estimated Purchase Price, Buyer shall, within 30 days following such final determination, pay to the Sellers (in the proportions set forth in Schedule 2.1(a)) an amount equal to such excess, and (ii) if the calculation of Net Working Capital at Closing, as ultimately determined pursuant to this Section 2.3, is less than the Net Working Capital included in the Estimated Pre-Closing AdjustmentsPurchase Price, HSE the Sellers shall promptly pay (severally, and not jointly) pay, within 30 days following such final determination, to Transferor Buyer (in the proportions set forth in Schedule 2.1(a)) an amount of equal to such excess in cashshortfall. (e) Except as otherwise required by applicable Law, the Parties agree to treat any payment made pursuant to this Section 2.3 as an adjustment to the Purchase Price for all Tax purposes.

Working Capital Adjustment. (ai) The At the Closing, the Sellers shall deliver to the Buyer an unaudited balance sheet of the Company, subject to all qualifications and estimates as set forth in the notes or addenda thereto (the “Preliminary Balance Sheet”), as at the Closing so as to present fairly in all material respects the financial condition of Company willas of such date. (ii) As soon as practicable following the Closing Date (but not later than seventy-five (75) days after the Closing Date), in good faith and in consultation with HSE, the Buyer shall cause its auditor to prepare and deliver to HSE within three the Sellers an audited balance sheet of the Company (3) days before the “Closing Date (iBalance Sheet”) a calculation as of the Closing Indebtedness Pay-Off Amount (the “Estimated Closing Indebtedness Pay-Off Amount”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”)Date. The calculation of the Estimated Pre-Closing Adjustments will Date Balance Sheet shall be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than ninety (90) days following the Closing, HSE shall cause to be prepared (i) a statement of the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) and (ii) a calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with GAAP in a manner consistent with the definitions Preliminary Balance Sheet so as to present fairly in all material respects the financial condition of the Company. (iii) If the Closing Working Capital exceeds the Preliminary Working Capital, then the Buyer (or, at the Buyer’s direction, the Company) shall pay promptly (and, in any event, within seven (7) days) to the Sellers (on a pro rata basis based upon their relative ownership interests in the Company) an amount in cash that is equal to the excess. If the Preliminary Working Capital exceeds the Closing Working Capital, then the Sellers shall pay promptly (and, in any event, within seven (7) days) to the Buyer an amount in cash that is equal to such excess (on a pro rata basis based upon their relative ownership interests in the Company); provided, however, that the Sellers may, at their option, in lieu of paying such excess in cash, deliver and transfer to the Buyer a number of Buyer Shares that is equal to their respective share of such excess divided by $2.00. Any such adjustment shall be treated as an adjustment to the Purchase Price. (iv) In the event the Sellers do not agree with the Closing Working Capital as reflected on the Closing Date Balance Sheet, the Sellers shall so inform the Buyer in writing within fifteen (15) days of the Seller’s receipt thereof, such writing to set forth the objections of the Sellers in this Agreement reasonable detail. If the Sellers and the Buyer cannot reach agreement as to any disputed matter relating to the Closing Working Capital within fifteen (15) days after notification by the “Final Cost Adjustments”Sellers to the Buyer of a dispute, they shall forthwith refer the dispute to an Independent Accounting Firm mutually agreeable to the Sellers and the Buyer for resolution, with the understanding that such firm shall resolve all disputed items within twenty (20) days after such disputed items are referred to it. If the Buyer and the Sellers are unable to agree on the choice of an Independent Accounting Firm, they shall select an Independent Accounting Firm by lot (after excluding their respective regular outside accounting firms). The Net Working Capital Closing Statement Sellers, on the one hand, and the Buyer, on the other hand, shall contain line item detail comparable to bear one-half of the balance sheet included in costs of such accounting firm. The decision of the most recent Financial Statements accounting firm with respect to all disputed matters relating to the components of the Net Closing Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments be deemed final and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital conclusive and the Final Cost Adjustments respectively reflected therein shall be binding upon the Sellers and the Buyer. In addition, if the Sellers do not object to the Closing Working Capital within the 15-day period referred to above, the Closing Working Capital, as reflected on the Closing Date Balance Sheet as so prepared, shall be deemed final and conclusive on and binding upon the Parties Sellers and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen Buyer. (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute v) The Sellers shall be submitted entitled to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect have access to the disputed matters submitted to it books and determine the Net Working Capital records of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such Buyer’s work papers prepared in connection with the Closing Date Balance Sheet and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will shall be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and entitled to discuss such determination books and records and work papers with the Referee; (ii) Buyer and those persons responsible for the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction preparation thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Working Capital.” (c) If the Final Net Working Capital is less than zero, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cash.

Working Capital Adjustment. (a) The Company willWithin 90 days after the Closing Date, in good faith and in consultation with HSE, Parent shall prepare and deliver to HSE within three (3) days before the Closing Date GBC (i) a calculation an audited combined balance sheet of the Closing Indebtedness Pay-Off Amount Retained Companies (the “Estimated "Closing Indebtedness Pay-Off Amount”Balance Sheet"), (ii) a calculation prepared from the books and records of the Closing Cash Amount (the “Estimated Closing Cash Amount”)Retained Companies, and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”)certified by Parent's independent auditors, (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than ninety (90) days following the Closing, HSE shall cause to be prepared (i) a statement of the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) and (ii) a calculation statement (the "Closing Statement") setting forth Working Capital (as defined below) as of the Effective Time ("Closing Indebtedness Pay-Off AmountWorking Capital"), together with a certificate of Parent's independent auditors that the Closing Cash Amount and the Unpaid Transaction Costs Statement has been prepared in accordance with this Section 3.05. During the definitions set forth in this Agreement (30 day period following GBC's receipt of the “Final Cost Adjustments”)Closing Statement, GBC and its independent auditors will be permitted to review the working papers of Parent's independent auditors relating to the Closing Balance Sheet and the Closing Statement. The Net Working Capital Closing Statement shall contain line item become final and binding upon the parties on the thirtieth day following receipt thereof, unless GBC gives written notice of its disagreement with the Closing Statement ("Notice of Disagreement") to Parent prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail comparable to the balance sheet included nature of any disagreement so asserted, (ii) only include disagreements based on Closing Working Capital not being calculated in accordance with this Section 3.05 and (iii) be accompanied by a certificate of GBC's independent auditors that they concur with each of the positions taken by GBC in the most recent Financial Statements Notice of Disagreement. If a Notice of Disagreement is received by Parent in a timely manner, then the Closing Statement (as revised in accordance with clauses (A) or (B) below) shall become final on the earlier of (A) the date Parent and GBC resolve in writing any differences they have with respect to the components matters specified in the Notice of Disagreement or (B) the Net Working Capital of date any disputed matters are finally resolved in writing by the Company Accounting Firm (as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objectiondefined below). IfDuring the 30 day period following delivery of a Notice of Disagreement, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital Parent and the Final Cost Adjustments respectively reflected therein GBC shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work seek in good faith to resolve in writing any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination which they may have with respect to the disputed matters submitted specified in the Notice of Disagreement. During such period Parent and its independent auditors shall have access to it the working papers relating to the Notice of Disagreement. At the end of such 30 day period (or such longer period as the parties may agree), Parent and determine GBC shall submit to an independent accounting firm (the Net Working Capital "Accounting Firm") for review and resolution any and all matters which remain in dispute and which were properly included in the Notice of Disagreement. The Accounting Firm shall be a nationally recognized independent public accounting firm agreed upon by Parent and GBC in writing. Parent and GBC shall jointly use all reasonable efforts to cause the Company and the Final Cost Adjustments as of the Calculation Date Accounting Firm to render a decision within 30 days after the objections following submission. Parent and GBC agree that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee judgment may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to entered upon the determination of the matters Accounting Firm in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a any court having jurisdiction thereof; and over the party against which such determination is to be enforced. The cost of any dispute resolution (iii) including the fees and expenses of the Referee Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 3.05 shall be borne one-half by Transferor Parent and one-half GBC in inverse proportion as they may prevail on matters resolved by HSEthe Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The final Net fees and disbursements of Parent's independent auditors in connection with their review of any Notice of Disagreement shall be borne by Parent, and the fees and disbursements of GBC's independent auditors incurred in connection with their review of the Closing Statement shall be borne by GBC. (b) If, the Closing Working Capital is less than $53,798,000 (the "WC Amount"), GBC shall, and if the Closing Working Capital is greater than the WC Amount, Parent shall, within 10 business days after the Closing Statement becomes final and binding on the parties, make payment by wire transfer of immediately available funds of the Company amount of such difference together with interest thereon at the prime rate as reported in the Wall Street Journal on the date the Closing Statement becomes final and binding on the parties, calculated on the basis of the Calculation Dateactual number of days elapsed divided by 365, as determined from the date of the Effective Time to the date of actual payment. Notwithstanding the foregoing, in the event that GBC gives a Notice of Disagreement to Parent in accordance with this Section 2.2(b)3.05 and either Parent or GBC shall be required to make a payment to the other regardless of the resolution of the items contained in the Notice of Disagreement, is referred then Parent or GBC, as applicable, shall, within 10 business days of the receipt of the Notice of Disagreement, make payment to the other by wire transfer of immediately available funds of the lesser of the two amounts that may be owed by Parent or GBC, as applicable, pending resolution of the “Final Net Working Capitalitems contained in the Notice of Disagreement together with interest thereon on at the prime rate as reported in the Wall Street Journal on the date of the Notice of Disagreement, calculated as described above, and such payment shall be credited against the payment required pursuant to the first sentence of this paragraph.” (c) If the Final Net The term "Working Capital" shall mean Current Assets minus Current Liabilities (in each case as defined below). The WC Amount equals Working Capital is less than zeroas set forth on the Retained Business Balance Sheet (as defined in the Merger Agreement) for December 31, Transferor 1996, provided to Parent by GBC prior to the execution of the Merger Agreement. The terms "Current Assets" and "Current Liabilities" shall promptly pay to HSE an aggregate amount mean the current assets and current liabilities of the Retained Business calculated in cash equal to such deficiency. If the Final Net Working Capital is greater than zeroaccordance with GAAP except that (i) accruals for taxes shall be excluded, HSE (ii) all programming assets shall pay to Transferor be treated as Current Assets and all programming liabilities shall be treated as Current Liabilities (it being understood that programming assets shall be amortized on a dollarbasis consistent with the method of amortization followed in the Retained Business Financial Statements), (iii) one-for-dollar basis third of any cash held by O&W Corporation, Country Music Television Inc. and Outdoor Entertainment, Inc. immediately prior to the amount Time of such excess in cash; provided, however, such payment by HSE Distribution shall not be due and payable to Transferor until the thirtieth treated as a Current Asset (30thit being understood that 100% of such cash will be a Retained Asset), (iv) day following the date that HSE has collected an aggregate amount of Accounts Receivable any Unspent Amount (as defined in excess Section 5.01(vii) of the aggregate current liabilities Merger Agreement) shall be treated as Current Liabilities, (v) any NASCAR Expenditures (as defined in Section 5.01(vii)(B) of the Merger Agreement) shall be treated as Current Assets, and (vi) purchase accounting adjustments shall not be made. Notwithstanding the foregoing it is understood that cash was not included in the calculation of Final Net Working Capitalthe WC Amount. In It is understood and agreed to by the parties hereto that in the event that after the sum of (i) Effective Time any GBC Company receives checks, cash or other proceeds related to any assets on the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than Balance Sheet, then such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor GBC Company shall promptly pay or deliver such checks, cash or proceeds to the amount of such deficiency Company. It is further understood and agreed to HSE by the parties hereto that in cash. In the event such sum set forth in that after the calculation Effective Time any Retained Company receives checks, cash or other proceeds related to any assets of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing AdjustmentsEntertainment Business, HSE then such Retained Company shall promptly pay to Transferor the amount of or deliver such excess in cash.checks, cash or

Working Capital Adjustment. (a) The Company willIf, in good faith and in consultation with HSE, prepare and deliver to HSE within three (3) days before the Closing Date (i) a calculation as of the Closing Indebtedness Pay-Off Amount (Date, there is a Working Capital Deficit based on the “Estimated Closing Indebtedness Pay-Off Amount”), (ii) a calculation Company’s reasonable good faith estimate of the Working Capital to be delivered not less than five (5) days prior to the Closing Cash Amount (the “Estimated Date, there shall be a Purchase Price and Closing Cash Amount”), and (iii) a calculation Payment adjustment in favor of the amount of Unpaid Transaction Costs (Purchaser equal to the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closingestimated Working Capital Deficit. (b) No later than ninety Within sixty (9060) days following after the ClosingClosing Date, HSE Purchaser shall cause prepare and deliver to be prepared (i) the Controlling Shareholders a statement of the Net Working Capital of the Company balance sheet as of the Calculation Closing Date (the “Net Working Capital Closing Statement”) and (ii) a calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with GAAP applied consistently for all periods and in accordance with the definitions set forth in this Agreement past accounting practices of the Company (the “Final Cost AdjustmentsClosing Date Balance Sheet”) and a statement setting forth Purchaser’s calculation of the Working Capital as of the Closing Date based on the Closing Date Balance Sheet (the “Working Capital Statement”). The Net If the Controlling Shareholders have any objections to the Closing Date Balance Sheet or Working Capital Closing Statement shall contain line item detail comparable prepared by Purchaser, they will deliver a detailed statement describing their objections to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of Purchaser within thirty (30) days following its receipt after delivery of the Net Closing Date Balance Sheet and the Working Capital Closing Statement, . If the Final Cost Adjustments and related worksheets Controlling Shareholders fail to provide written deliver a notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, objection within such thirty (30) day period, the RepresentativeClosing Date Balance Sheet shall become final and binding on all parties. The Controlling Shareholders and Purchaser will use reasonable best efforts to resolve any such disputes, on behalf but if a final resolution is not obtained within thirty (30) days after the Controlling Shareholders have submitted any objections, any remaining matters which are in dispute will be resolved by the Chicago, Illinois office of TransferorDeloitte and Touche LLP. Deloitte and Touche LLP will prepare and deliver a written report to both parties and will submit a proposed resolution of such unresolved disputes promptly, has not given HSE written notice but in any event within thirty (30) days after the dispute is submitted to such accounting firm. Such accounting firm’s determination of its objection to the Net Closing Date Balance Sheet and Working Capital Closing Statement, the Final Cost Adjustments or the related worksheetsStatement will be final and binding upon all parties. If such determination results in a Working Capital Deficit, then the Net entire amount (after adjustment to reflect any purchase price adjustment previously made under Section 1.5(a)) of the Working Capital Deficit shall be satisfied out of the Escrow Account; it being understood between the Shareholders and the Final Cost Adjustments respectively reflected therein Purchaser that Purchaser’s sole recourse for such Working Capital Deficit is from the Escrow Account. The decision of Deloitte and Touche LLP shall be binding final and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith not subject to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolutionappeal. The Referee shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee Deloitte and Touche LLP shall be borne one-half equitably allocated by Transferor Deloitte and one-half by HSETouche LLP. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Working Capital.” (c) If the Final Net Working Capital is less than zero, Transferor Deloitte and Touche LLP shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) also verify the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation and any adjustment thereto shall be either paid out of the Final Cost Adjustments is less than such sum set forth in Escrow Account or paid to the calculation of the Estimated PreShareholders (or set-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cashoff against any Working Capital Deficit).

Working Capital Adjustment. In the event there is a Working Capital Deficit or a Working Capital Surplus calculated and determined in accordance with paragraph (ac) The and (d) of this Section 1.13, then the Merger Consideration shall be reduced or increased, as the case may be, dollar-for-dollar by the amount of the Working Capital Deficit or Working Capital Surplus (the "Working Capital Adjustment"). If there is a Working Capital Deficit and it is less than $2 million, then an amount equal to the Working Capital Deficit shall be released from the Working Capital Escrow to Purchaser and the balance of the Working Capital Escrow Amount shall be released from the Working Capital Escrow to be distributed to the Company willStockholders in accordance with this Agreement and the Working Capital Escrow Agreement. If there is a Final Working Capital Deficit and it is $2 million or greater, then the entire Working Capital Escrow Amount shall be released from the Working Capital Escrow to Purchaser; and Purchaser may make a claim against the Indemnification Escrow Amount for the payment of such difference; and if there is any balance still due to Purchaser that is not otherwise satisfied by the Indemnification Escrow Amount, then the Company Stockholders shall be responsible for payment, severally in good faith accordance with their respective Pro Rata Portions and in consultation with HSEnot jointly, prepare and deliver the balance to HSE Purchaser within three ten (310) business days before the Closing Date after Purchaser's request. If there is a Working Capital Surplus, then (i) a calculation Purchaser shall within five (5) business days following the determination of Closing Working Capital deposit the Closing Indebtedness Pay-Off Amount (amount of such Working Capital Surplus with the “Estimated Closing Indebtedness Pay-Off Amount”)Exchange Agent or the Working Capital Escrow Agent for payment to the Company Stockholders, (ii) a calculation of the Closing Cash Working Capital Escrow Amount (shall be released from the “Estimated Closing Cash Amount”)Working Capital Escrow, and (iii) a calculation each of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than ninety (90) days following the Closing, HSE shall cause to be prepared (i) a statement of the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) and (ii) a calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable be distributed to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined Stockholders in accordance with this Section 2.2(b), is referred to as Agreement and the “Final Net Working Capital.” (c) If the Final Net Working Capital is less than zero, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiencyEscrow Agreement. If the Final Net there is neither a Working Capital is greater than zeroDeficit nor a Working Capital Surplus, HSE then the Working Capital Escrow Amount shall pay be released from Working Capital Escrow to Transferor on a dollar-for-dollar basis be distributed to the amount of such excess Company Stockholders in cash; provided, however, such payment by HSE shall not be due accordance with this Agreement and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cashCapital Escrow Agreement.

Working Capital Adjustment. (a) The Company willAs promptly as practicable, in good faith and in consultation with HSEbut no later than sixty (60) calendar days, prepare and deliver to HSE within three (3) days before after the Closing Date (i) Date, Buyer will cause to be prepared and delivered to Sellers’ Representative a certificate setting forth Buyer’s calculation of the Closing Indebtedness Pay-Off Amount Current Assets and Closing Current Liabilities (the “Estimated Closing Indebtedness Pay-Off Amount”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing AdjustmentsBuyer Working Capital Certificate”). The calculation Buyer Working Capital Certificate shall be based on the Buyer’s preparation of the Estimated Pre-Company’s balance sheet as of the Closing Adjustments will be prepared by Date, which shall fairly present the financial position of the Company at the close of business on the Closing Date in accordance with GAAP applied on a consistent basis (the definitions “Closing Balance Sheet”). The parties hereby agree that Buyer’s review and preparation of the Buyer Working Capital Certificate shall reflect the agreement among the parties that the Company’s loan origination system contracts with third parties since July 1, 2011 shall be in the ordinary course of business consistent with past practice reflected in Schedule 2.03(a) attached hereto (and to the extent not contracted to such standard, an appropriate adjustment, as set forth in this Agreement. If HSE disputes any portion of Schedule 2.03, may be reflected in the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to ClosingBuyer Working Capital Certificate). (b) No later than ninety If Sellers’ Representative disagrees with Buyer’s calculation of Closing Current Assets or Closing Current Liabilities delivered pursuant to Section 2.03(a), Sellers’ Representative may, within fifteen (9015) calendar days following the Closing, HSE shall cause to be prepared (i) a statement after delivery of the Net Buyer Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) Certificate, deliver a notice to Buyer disagreeing with such calculation and (ii) a providing Sellers’ Representative’s calculation of the Closing Indebtedness Pay-Off Amountsuch amounts contained therein and specifying, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement reasonable detail, Sellers’ Representative’s grounds for such disagreement (the “Final Cost AdjustmentsSeller Dispute Notice”). The Net Any Seller Dispute Notice shall specify those items or amounts as to which Sellers’ Representative disagrees, and Sellers’ Representative shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet, the Buyer Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The RepresentativeCertificate, on behalf of Transferor, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding calculation of Closing Current Assets and conclusive on the Parties and used in making the adjustment provided for in Closing Current Liabilities delivered pursuant to Section 2.2(c2.03(a). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Working Capital.” (c) If a Seller Dispute Notice shall be duly delivered pursuant to Section 2.03(b), Buyer and Sellers’ Representative shall, during the Final Net Working Capital is fifteen (15) calendar days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the quotient of the Closing Current Assets divided by the Closing Current Liabilities, which amount shall not be less than zero, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of the same quotient calculated using the amount of the Closing Current Assets and Closing Current Liabilities shown in Buyer’s calculations delivered pursuant to Section 2.03(a) nor more than the amount of the same quotient calculated using the amount of the Closing Current Assets and Closing Current Liabilities shown in Sellers’ Representative’s calculation delivered pursuant to Section 2.03(b). If Buyer and Sellers’ Representative are unable to reach such excess agreement during such period, they shall promptly thereafter cause the Neutral Arbiter promptly to review the disputed items or amounts for the purpose of calculating Closing Current Assets and Closing Current Liabilities in cash; provided, howeveraccordance with the provisions of this Agreement. In making such calculation, such payment independent accounting firm shall consider only those items or amounts in Buyer’s calculation of Closing Current Assets or Closing Current Liabilities as to which Sellers’ Representative has disagreed. Such independent accountants shall deliver to Buyer and Sellers’ Representative, as promptly as practicable, a report setting forth such calculation, which shall be either consistent with the position of Buyer or the position of Sellers’ Representative or between the positions of Buyer and Sellers’ Representative. Such report shall be final and binding upon Buyer, Sellers and Sellers’ Representative. The cost of such review and report shall be borne by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following party whose position represents the date greater difference from that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included final report and calculation of the independent accountant pursuant to the terms set forth above. (d) Buyer and Sellers agree that they will, and agree to cause their respective independent accountants to, cooperate and assist in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Current Assets and Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth Current Liabilities and in the calculation conduct of the Final Cost Adjustments is less than such sum set forth review referred to in this Section 2.03, including making available to the calculation of the Estimated Pre-Closing Adjustmentsextent necessary books, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustmentsrecords, HSE shall promptly pay to Transferor the amount of such excess in cashwork papers and personnel.

Working Capital Adjustment. (a) The Company will, in good faith shall provide Parent with a preliminary written and in consultation with HSE, prepare and deliver to HSE within three (3) days before the Closing Date (i) a reasonably detailed calculation of the estimated Closing Indebtedness Pay-Off Working Capital Amount (as defined in Section 1.7(i)) (the “Estimated Closing Indebtedness Pay-Off Amount”), (ii) a calculation together with an estimated unaudited balance sheet of the Company and its consolidated Subsidiaries as of the Closing Cash Amount Date (the “Estimated Closing Cash AmountDate Balance Sheet”), not more than 10 nor fewer than three business days before the Closing Date, which Estimated Closing Date Balance Sheet (i) shall be prepared in good faith by the Company consistent with the provisions of Section 1.7(f) and (iiiii) shall be accompanied by a calculation written certification to Parent, executed (if both of such positions are filled as of the amount Closing Date) by the CFO and the Controller of Unpaid Transaction Costs the Company, or (if one of such positions is vacant as of the “Closing Date) by the CFO or the Controller of the Company and another senior executive officer of the Company, certifying that the Estimated Unpaid Transaction Costs Amount”), (collectively, Closing Date Balance Sheet was so prepared. Following the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation delivery of the Estimated Pre-Closing Adjustments will be prepared by Date Balance Sheet to Parent, the Company in accordance shall provide Parent, its accountants and their representatives, at the reasonable request of Parent, with reasonable access during normal business hours to the definitions set forth in this Agreement. If HSE disputes any portion books, records and relevant work papers of the Company as may reasonably be required for the review of the Estimated Pre-Closing Adjustments prior Date Balance Sheet and shall provide Parent, its accountants and their representatives with access to Closing, then HSE the records and employees of the Company will negotiate in good faith in an effort and its Subsidiaries (and cause the employees of the Company and its Subsidiaries to cooperate with Parent, its accountants and their representatives) to the extent reasonably necessary for Parent to review and evaluate the data and assumptions used to prepare the Estimated Closing Date Balance Sheet and to resolve any such dispute at or prior to Closingdisputes with respect thereto. (b) No later If the Estimated Closing Amount is greater than ninety the Upper Threshold, an amount equal to the lesser of (90x) days following the Closing, HSE shall cause to be prepared Gross Closing Surplus Amount (ias defined in Section 1.7(i)) a statement of or (y) the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) and (ii) a calculation of the Closing Indebtedness Pay-Off Amount, the Closing Surplus Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for defined in Section 2.2(c1.7(i). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee), shall be calculated the “Closing Surplus Amount” for all purposes under this Agreement, including calculating the Aggregate Closing Transaction Value and determining whether the aggregate consideration payable in accordance connection with the past practices utilized in preparing the most recent Financial Statements, and Merger shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this subject to adjustment pursuant to Section 2.2(b1.7(d), is referred to as the “Final Net Working Capital.” (c) If the Final Net Working Capital Estimated Closing Amount is less than zerothe Lower Threshold, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. the lesser of (x) $4,500,000, or (y) an amount equal to the excess of (1) the Target Amount over (2) the Estimated Closing Amount, shall be the “Closing Deficit Amount” for all purposes under this Agreement, including calculating the Aggregate Closing Transaction Value and determining whether the aggregate consideration payable in connection with the Merger shall be subject to adjustment pursuant to Section 1.7(d). (d) Following the Closing, in addition to any adjustment to the aggregate consideration payable in connection with the Merger pursuant to Section 1.8, the aggregate consideration payable in connection with the Merger shall be subject to adjustment as set forth below in this Section 1.7(d): (i) If the Final Net Closing Working Capital Amount (as defined in Section 1.7(i)) is greater than the Upper Threshold (as defined in Section 1.7(i)), and there was neither a Closing Deficit Amount nor a Closing Surplus Amount, or there was a Closing Surplus Amount equal to zero, then Parent shall become obligated to pay to the Stockholders’ Representative an amount equal to the sum of (x) the lesser of (A) $4,500,000 plus $50,000 per day for each day after March 31, 2007 through and including, the Closing Date, or (B) an amount equal to the excess of (1) the Final Closing Working Capital Amount over (2) the Target Amount (the lesser of such amounts in this clause (x), the “Post-Closing Positive Variance Amount”) plus (y) the Deferred Closing Surplus Amount plus (z) interest on the Deferred Closing Surplus Amount at a rate of six percent per annum from the Closing Date to the date on which the Post-Closing Positive Variance Amount and the Deferred Closing Surplus Amount are paid to the Stockholders’ Representative, for distribution to each Escrow Participant in the respective amounts provided in Sections 1.5(a)(ii)(G), 1.5(a)(iii)(G) and 1.6(a)(vii) (as the case may be). (ii) If the Final Closing Working Capital Amount is greater than the Upper Threshold, and there was a Closing Deficit Amount, then Parent shall become obligated to pay an amount equal to the sum of (x) the Post-Closing Positive Variance Amount plus (y) the Closing Deficit Amount to the Stockholders’ Representative for distribution to each Escrow Participant in the respective amounts provided in Sections 1.5(a)(ii)(G), 1.5(a)(iii)(G) and 1.6(a)(vii) (as the case may be). (iii) If the Final Closing Working Capital Amount is greater than the Upper Threshold, and there was a Closing Surplus Amount greater than zero, HSE the following shall occur: (A) if the Post-Closing Positive Variance Amount exceeds the Closing Surplus Amount, then Parent shall become obligated to pay to Transferor on a dollar-for-dollar basis the Stockholders’ Representative an amount equal to the sum of (x) the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable plus (y) interest on the Deferred Closing Surplus Amount (if any) at a rate of six percent per annum from the Closing Date to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of on which such difference is paid to the aggregate current liabilities included Stockholders’ Representative, for distribution to each Escrow Participant in the calculation of Final Net Working Capital. In respective amounts provided in Sections 1.5(a)(ii)(G), 1.5(a)(iii)(G) and 1.6(a)(vii) (as the event the sum of case may be); (iB) if the Closing Cash Surplus Amount minus (ii) exceeds the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated PrePost-Closing AdjustmentsPositive Variance Amount, Transferor then Parent shall promptly pay the become entitled to recover an amount of such deficiency equal to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess (x) first from the Working Capital Adjustment Escrow Fund (to the extent of the funds therein), and (y) second from the Indemnity Escrow Fund (to the extent of the remaining funds therein); and (C) if the Closing Surplus Amount is equal to the Post-Closing Positive Variance Amount, then there shall be no adjustment in casheither direction to the aggregate consideration payable in connection with the Merger pursuant to this Section 1.7. (iv) If the Final Closing Working Capital Amount is equal to or greater than the Lower Threshold and is less than or equal to the Upper Threshold, then the following shall occur: (A) if there was a Closing Deficit Amount, then Parent shall become obligated to pay an amount equal to the Closing Deficit Amount to the Stockholders’ Representative for distribution to each Escrow Participant in the respective amounts provided in Sections 1.5(a)(ii)(G), 1.5(a)(iii)(G) and 1.6(a)(vii) (as the case may be); (B) if there was a Closing Surplus Amount greater than zero, then Parent shall become entitled to recover an amount equal to the Closing Surplus Amount (x) first from the Working Capital Adjustment Escrow Fund (to the extent of the funds therein), and (y) second from the Indemnity Escrow Fund (to the extent of the remaining funds therein; and (C) if there was neither a Closing Deficit Amount nor a Closing Surplus Amount, or there was a Closing Surplus Amount equal to zero, then there shall be no adjustment in either direction to the aggregate consideration payable in connection with the Merger pursuant to this Section 1.7(d). (v) If the Final Closing Working Capital Amount is less than the Lower Threshold, and there was neither a Closing Deficit Amount nor a Closing Surplus Amount or there was a Closing Surplus Amount equal to zero, then Parent shall become entitled to recover an amount equal to the lesser of (x) $4,500,000, or (y) an amount equal to the excess of (1) the Target Amount over (2) the Final Closing Working Capital Amount (the lesser of such amounts, the “Post-Closing Negative Variance Amount”) (x) first from the Working Capital Adjustment Escrow Fund (to the extent of the funds therein), and (y) second from the Indemnity Escrow Fund (to the extent of the remaining funds therein). (vi) If the Final Closing Working Capital Amount is less than the Lower Threshold, and there was a Closing Surplus Amount greater than zero, then Parent shall become entitled to recover an amount equal to the sum of (x) the Post-Closing Negative Variance Amount plus (y) the Closing Surplus Amount (x) first from the Working Capital Adjustment Escrow Fund (to the extent of the funds therein), and (y) second from the Indemnity Escrow Fund (to the extent of the remaining funds therein). (vii) If the Final Closing Working Capital Amount is less than the Lower Threshold, and there was a Closing Deficit Amount, the following shall occur: (A) if the Closing Deficit Amount exceeds the Post-Closing Negative Variance Amount, then Parent shall become obligated to pay an amount equal to the amount of such excess to the Stockholders’ Representative for distribution to each Escrow Participant in the respective amounts provided in Sections 1.5(a)(ii)(G), 1.5(a)(iii)(G) and 1.6(a)(vii) (as the case may be); (B) if the Post-Closing Negative Variance Amount exceeds the Closing Deficit Amount, then Parent shall become entitled to recover an amount equal to the amount of such excess (x) first from the Working Capital Adjustment Escrow Fund (to the extent of the funds therein), and (y) second from the Indemnity Escrow Fund (to the extent of the remaining funds therein); and (C) if the Closing Deficit Amount is equal to the Post-Closing Negative Variance Amount, then there shall be no adjustment in either direction to the aggregate consideration payable in connection with the Merger pursuant to this Section 1.7(d). If Parent is obligated to pay any amount to the Stockholders’ Representative pursuant to any provision of this Section 1.7(d) (such amount, the “Post-Closing Surplus Amount”), Parent shall, within five business days after the Final Closing Date Balance Sheet (as defined in Section 1.7(h)) has been established in accordance with the procedures set forth in Section 1.7(h), (1) pay the Post-Closing Surplus Amount to the Stockholders’ Representative in immediately available funds, and such payment, when made, shall be deemed to have been paid in full satisfaction of the rights of such Escrow Participants under Sections 1.5(a)(ii)(G), 1.5(a)(iii)(G) and 1.6(a)(vii), and (2) execute written instructions to the Escrow Agent, instructing the Escrow Agent to disburse all of the funds in the Working Capital Adjustment Escrow Fund to the Escrow Participants, with each Escrow Participant to receive the respective amounts set forth in Sections 1.5(a)(ii)(D), 1.5(a)(iii)(D) and 1.6(a)(iv), with respect to each share of Company Capital Stock and each share of Company Common Stock subject to an In-the-Money Company Option held by such Escrow Participant immediately prior to the Effective Time. If Parent is entitled to receive any amount from the Working Capital Adjustment Escrow Fund or Indemnity Escrow Fund pursuant to any provision of this Section 1.7(d) (such amount, the “Post-Closing Deficit Amount”), Parent and the Stockholders’ Representative shall, within five business days after the Final Closing Date Balance Sheet has been established in accordance with the procedures set forth in Section 1.7(h), execute joint written instructions to the Escrow Agent, instructing the Escrow Agent to disburse the Post-Closing Deficit Amount from the Working Capital Adjustment Escrow Fund and the Indemnity Escrow Fund (in the priority described above) to Parent, and immediately thereafter to disburse any amount remaining in the Working Capital Adjustment Escrow Fund to the Escrow Participants, with each Escrow Participant to receive the respective amounts set forth in Sections 1.5(a)(ii)(D), 1.5(a)(iii)(D) and 1.6(a)(iv), with respect to each share of Company Capital Stock and each share of Company Common Stock subject to an In-the-Money Company Option held by such Escrow Participant immediately prior to the Effective Time. (e) As soon as practicable (and in any event within 90 days) after the Closing Date, Parent shall prepare and deliver to the Stockholders’ Representative an unaudited balance sheet of the Company and its consolidated Subsidiaries as of the Closing Date (the “Closing Date Balance Sheet”) in good faith and in accordance with the provisions of Section 1.7(f). The Closing Date Balance Sheet shall be accompanied by a reasonably detailed calculation of the Closing Working Capital Amount, a written statement setting forth deviations between the Closing Date Balance Sheet and the Estimated Closing Balance Sheet and a written statement of any Post-Closing Surplus Amount or Post-Closing Deficit Amount as determined by Parent resulting from the information set forth in the Closing Date Balance Sheet (the “Parent Proposed Adjustment”). Promptly following the delivery of the Closing Date Balance Sheet to the Stockholders’ Representative, Parent shall provide the Stockholders’ Representative, its accountants and their representatives, at the reasonable request of the Stockholders’ Representative, with reasonable access during normal business hours to the books, records and relevant work papers of the Surviving Corporation as may reasonably be required for the review of the Closing Date Balance Sheet and shall provide the Stockholders’ Representative, its accountants and their representatives with access to the records and employees of the Surviving Corporation and its Subsidiaries (and cause the employees of the Surviving Corporation and its Subsidiaries to cooperate with the Stockholders’ Representative, its accountants and their representatives) to the extent reasonably necessary for the Stockholders’ Representative to review and evaluate the data and assumptions used to prepare the Closing Date Balance Sheet and to resolve disputes with respect thereto. All fees, costs and expenses of the Stockholders’ Representative relating to the review of the Closing Date Balance Sheet shall be borne by the Escrow Participants and may be paid by the Stockholders’ Representative out of the Stockholders’ Representative Expense Fund to the extent of the funds remaining therein, with the remainder borne by the Escrow Participants and if paid by the Stockholders’ Representative, reimbursable to the Stockholders’ Representative in accordance with Section 10.1. The Stockholders’ Representative shall make available to Parent and its accountants, at the request of Parent, any relevant work papers of the Stockholders’ Representative and its accountants generated in connection with the review of the Closing Date Balance Sheet. (f) The Closing Date Balance Sheet shall be prepared in accordance with GAAP applied on a basis consistent with the basis on which the Unaudited Interim Balance Sheet (as defined in Section 2.4(a)) was prepared, including the policies, procedures and practices used in preparing the Unaudited Interim Balance Sheet (to the extent in accordance with GAAP), except that:

Working Capital Adjustment. (a) The Company will, in good faith and in consultation with HSE, Buyer shall prepare and deliver to HSE within three (3) days before the Closing Date (i) a calculation of the Closing Indebtedness Pay-Off Amount (the “Estimated Closing Indebtedness Pay-Off Amount”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than ninety (90) days following the Closing, HSE shall cause to be prepared (i) a statement of the Net Working Capital of the Company as of the Calculation Date Closing (the “Net Working Capital Closing Statement”) and (ii) a calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable deliver such statement to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of Seller not more than thirty (30) days following its the Closing Date. The Net Working Capital Statement shall be prepared using the same methodology, policies, inclusions, and exclusions as used to determine the Net Working Capital as set forth on Schedule 2.2. Seller shall have fifteen (15) days after receipt of the Net Working Capital Closing StatementStatement (such period, the Final Cost Adjustments and related worksheets “Net Working Capital Statement Dispute Period”) to provide written notice dispute any or all amounts or elements of the Representative’s objection, on behalf of Transferor, such Net Working Capital Statement. If Seller determines to dispute the Net Working Capital Closing StatementStatement during such period, Seller shall provide Buyer with a notice of such dispute (a “Dispute Notice”), setting forth in reasonable detail the Final Cost Adjustments or amounts included in the related worksheets (Net Working Capital Statement with which Seller disagrees, Seller’s alternative calculation, in reasonable detail, of such amounts, and all other information applicable to such dispute, which notice shall state be provided prior to the basis for end of the Representative’s objection)Net Working Capital Statement Dispute Period. IfIf Seller does not deliver notice of any such dispute to Buyer prior to the end of the Net Working Capital Statement Dispute Period, then the Net Working Capital Statement shall be deemed to be final and binding upon Buyer and Seller in the form in which it was delivered to Seller. (b) If Seller delivers to Buyer a Dispute Notice prior to the end of the Net Working Capital Statement Dispute Period, then Seller and Buyer shall use commercially reasonable efforts to resolve the dispute and agree in writing upon the final content of the Net Working Capital Statement within thirty (30) days following the delivery of the Dispute Notice. Items and amounts not objected to by Seller in the Dispute Notice shall be deemed resolved. If Buyer and Seller are unable to resolve all of the items or amounts in dispute within such thirty (30) day period, then Buyer and Seller shall submit the Representativedispute for resolution to Ernst & Young (the “Accounting Expert”). The Accounting Expert shall prepare a final Net Working Capital Statement, which statement shall assume the correctness of all amounts not in dispute and Accounting Expert shall determine all amounts which remain in dispute. In resolving any matters in dispute, the Accounting Expert may not assign a value to any item in dispute greater than the greatest value for such item assigned by Buyer, on behalf the one hand, or Seller, on the other hand, or less than the smallest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand. Except for manifest error on its face or fraud, all determinations of Transferor, has not given HSE written notice of its objection Accounting Expert with respect to the Net Working Capital Closing StatementStatement shall be final, conclusive and binding on Buyer and Seller and neither Buyer nor Seller shall have the Final Cost Adjustments right to appeal such determinations. Buyer and Seller shall bear their own expenses in connection with the review and resolution by Accounting Expert. The fees and expenses of Accounting Expert incurred in connection with the resolution of the dispute shall be allocated between Buyer and Seller by Accounting Expert in proportion to the extent that either of Buyer or the related worksheets, then Seller did not prevail on items in dispute with respect to the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be Statement as submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital of the Company and the Final Cost Adjustments Accounting Expert; provided, that so long as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination complies with the Referee; (ii) the determination by the Referee procedures of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as such Party shall not be responsible for the “Final Net Working Capitalother Parties’ outside counsel or accounting fees.” (c) Buyer and Seller agree to cooperate fully and expeditiously with Accounting Expert in order to facilitate the receipt of the final determination of Accounting Expert within thirty (30) days following submission of a dispute to Accounting Expert. (i) If the Final Net Working Capital is less than zeroat Closing, Transferor shall promptly pay as ultimately determined pursuant to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zerothis Section 2.2, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth Net Working Capital included in the calculation Estimated Purchase Price, Buyer shall, within thirty (30) days following such final determination, pay to Seller amount equal to such excess to the account designated by Seller in writing to Buyer at least three (3) Business Days prior to the expiry of such 30-day period, and (ii) if the Net Working Capital at Closing, as ultimately determined pursuant to this Section 2.2, is less than the Net Working Capital included in the Estimated Pre-Closing AdjustmentsPurchase Price, HSE Seller shall promptly pay pay, within thirty (30) days following such final determination, to Transferor Buyer an amount equal to such shortfall to the amount account designated by Buyer in writing to Seller at least three (3) Business Days prior to the expiry of such excess in cash30-day period. (e) Except as otherwise required by applicable Law, the Parties agree to treat any payment made pursuant to this Section 2.2 as an adjustment to the Purchase Price for all Tax purposes.

Working Capital Adjustment. (a) The Company will, in good faith and in consultation with HSE, prepare and deliver At least two days prior to HSE within three (3) days before the Closing Date Date, Eldorado shall cause to be prepared and delivered to Buyer a working capital statement (i) a the "Working Capital Statement"), setting forth the calculation of the Closing Indebtedness Pay-Off Amount amount, if any, by which the Estimated Working Capital (as defined below) will be greater or less than the “Estimated Closing Indebtedness Pay-Off Amount”), (ii) a calculation Target Working Capital as of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to ClosingDate. (b) No later than ninety (90) days following At the Closing, HSE the amount of the Purchase Price shall cause be increased (or decreased) by the amount by which the Estimated Working Capital is greater than (or less than) the Target Working Capital. (c) Within 30 days after the Closing Date, Buyer shall prepare and deliver to be prepared (i) Sellers a statement of the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) and (ii) a calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set setting forth in this Agreement (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Working Capital Adjustment, if any (the "Final Cost Adjustments respectively reflected therein Working Capital Statement"). The working capital adjustment shall be binding equal to the difference between the Final Working Capital and conclusive on the Parties and used in making Estimated Working Capital (the adjustment provided for in Section 2.2(c"Working Capital Adjustment"). If the RepresentativeFinal Working Capital exceeds the Estimated Working Capital, on behalf of TransferorBuyer shall owe the Working Capital Adjustment to the Sellers, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences together with respect thereto. If, at the end of a fifteen (15)-day period interest thereon from the date Closing Date at a rate of delivery 9% per annum. If the Estimated Working Capital exceeds the Final Working Capital, the Sellers shall owe the Working Capital Adjustment to Buyer, together with interest thereon from the Closing Date at a rate of any objection by 9% per annum. If the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect Sellers do not object to the disputed matters submitted to it and determine amount of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date Adjustment within 30 days after of receipt of the objections that remain in dispute are submitted Final Working Capital Statement, Sellers shall pay to it. If any objections are submitted Buyer, or Buyer shall pay to the Referee for resolutionSellers, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee case may request and are available to that Party (or its independent public accountants) and will be afforded be, no later than the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss fifth business day after such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Datethirty-day period, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Working Capital.” (c) If the Final Net Working Capital is less than zero, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. the Working Capital Adjustment, if any. (d) If Sellers object to the Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due Statement and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments Working Capital Adjustment, if any, Sellers shall notify Buyer within 30 days following receipt thereof, setting forth the basis for its objection and its proposal for any adjustments to the Working Capital Adjustment calculation. Buyer and the Sellers shall negotiate in good faith to reach agreement as to any such proposed adjustment or that no such adjustment is less than such sum set forth in the calculation necessary within 30 days following receipt of notice of the Estimated PreSellers' objection. If agreement is reached in writing within such period as to all proposed further adjustments, or Buyer and the Sellers agree that no adjustments are necessary, the parties shall make such adjustments, if any, and the Working Capital Adjustment shall be based thereon. If Buyer and the Sellers are unable to reach agreement within such thirty-Closing Adjustmentsday period, Transferor then a "Big-4" accounting firm as agreed upon by Buyer and the Sellers (the "Third Party Accounting Firm") shall promptly pay be engaged to review the proposed Working Capital Adjustment, and, to the extent necessary, the Final Working Capital Statement, and shall make a determination as to the resolution of any adjustments necessary to cause the Working Capital Adjustment, if any, to have been properly prepared in accordance with this Agreement. All such determinations shall relate only to such matters as are in dispute and shall represent either agreement with the position taken by Buyer or the Sellers or a compromise between such positions. The determination of the Third Party Accounting Firm shall be delivered in writing as soon as practicable following selection of the Third Party Accounting Firm; shall state the amount of such deficiency to HSE due by either party as a result and shall be final, conclusive and binding upon Buyer and the Sellers, absent fraud or clear error. Thereafter, not later than ten days following the determination by the Third Party Accounting Firm, the Working Capital Adjustment, if any, as determined by the Third Party Accounting Firm, shall be paid in cashaccordance with Section 2.3(c) hereof. In Buyer and the event such sum set forth in Sellers, pro rata, shall bear equally the calculation costs of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cashThird Party Accounting Firm. (e) As used herein:

Working Capital Adjustment. The Base Purchase Price shall be further reduced, at Closing, by $1.00 for each $1.00 that the Company's Adjusted Working Capital (aas hereinafter defined) The Company will, in good faith and in consultation with HSE, prepare and deliver to HSE within three (3) days before is less than $1,000,000 on the Closing Date (the "Closing Adjusted Working Capital Amount"). The Company's Adjusted Working Capital shall mean the Company's current assets, less: (i) the portion of trade receivables that are more than 100 days past the original invoice date; (ii) an aggregate amount of Inventory exceeding $475,000; (iii) promissory notes or other amounts due from employees or Affiliates of the Company; and (iv) the Adjusted Current Liabilities, calculated pursuant to GAAP. Promptly following the Closing and in order to verify the accuracy of the adjustment made at the Closing, the Purchaser agrees to cause the Accountants to verify the amount of the Closing Adjusted Working Capital Amount. The Accountants shall issue a report as to their determination of the Closing Adjusted Working Capital Amount (the "Accountants' CAWCA Report") promptly after their determination of such amount and the Purchaser shall deliver the Accountants' CAWCA Report to the Seller no later than sixty (60) days following the Closing Date. The determination of the Closing Adjusted Working Capital Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Seller shall object to the Accountants' CAWCA Report within fifteen (15) days following their receipt of the Accountants' CAWCA Report. The Seller's objection, if any, to the Accountants' CAWCA Report (the "Seller's CAWCA Objection") shall set forth in reasonable detail the Seller's objection(s) to the Accountants' CAWCA Report and the Seller's calculation of the Closing Indebtedness Pay-Off Amount Adjusted Working Capital Amount. Within ten (the “Estimated Closing Indebtedness Pay-Off Amount”), (ii10) a calculation days after receipt of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectivelySeller's CAWCA Objection, the items in clauses (i)—(iii) are referred to as Purchaser will notify the “Estimated Pre-Closing Adjustments”). The calculation of Seller whether it accepts or disputes the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions Seller's adjustments, if any, which notification shall set forth in this Agreement. If HSE disputes any portion of reasonable detail the Estimated Pre-Closing Adjustments prior adjustments made by the Seller which the Purchaser continues to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than ninety (90) days following the Closing, HSE shall cause to be prepared (i) a statement of the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) and (ii) a calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c"Purchaser's CAWCA Response Notice"). If the RepresentativeSeller does not object to the Accountants' CAWCA Report, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith or if the Purchaser agrees to resolve any differences with respect thereto. If, at accept the end of a fifteen (15)-day period from Seller's adjustments to the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in disputeAccountants' CAWCA Report, then the remaining matters in dispute adjustment based on the then final Closing Adjusted Working Capital Amount (the "Final Adjusted Working Capital Amount"), if any, shall be submitted paid by Seller to Xxxx & Associates (the “Referee”) Purchaser in immediately available funds within the following five (5) Business Days for resolutionbusiness days of such acceptance. The Referee If such amount is not received by Purchaser within such time period, such amount shall make a determination with respect be paid from the Escrow Amount pursuant to the disputed matters submitted Escrow Agreement and Seller shall be obligated to it replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amount. If the Seller objects to the Accountants' CAWCA Report as set forth above and the Purchaser does not accept the Seller's proposed adjustments, then an independent accounting firm mutually satisfactory to the Seller and the Purchaser shall be engaged to determine the Net amount of the Closing Adjusted Working Capital of the Company Amount and the Final Cost Adjustments as Adjusted Working Capital Amount, based upon the calculations of the Calculation Date within 30 days after independent accountants, and any adjustments of Base Purchase Price based on the objections that remain in dispute are submitted to it. If any objections are submitted amount determined as provided above shall be paid to the Referee for resolution, Purchaser in immediately available funds within five (i5) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to business days of the determination of such amount by such accounting firm. If such amount is not received by Purchaser within such time period, such amount shall be paid from the matters in dispute Escrow Amount pursuant to the Escrow Agreement and Seller shall be obligated to discuss such determination replenish the Escrow Amount by depositing with the Referee; (ii) Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amount. The parties hereto agree to cooperate fully with such independent accountants at their own cost and expense, including, but not limited to, providing such independent accountants with access to, and copies of, all books and records that they shall reasonably request. The Purchaser and the determination by the Referee Seller shall each bear one-half of all of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees costs and expenses of such independent accounting firm, and if the Referee shall parties hereto are unable to agree upon an independent accounting firm, the Seller and Purchaser will request that one be borne one-half designated by Transferor and one-half by HSE. The final Net Working Capital the President of the Company as Philadelphia office of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Working CapitalAmerican Arbitration Association.” (c) If the Final Net Working Capital is less than zero, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cash.

Working Capital Adjustment. (a) The Company willNot less than five (5) Business Days prior to the anticipated Effective Date, in good faith and in consultation with HSE, prepare and Seller shall deliver to HSE within three (3) days before Buyer a statement setting forth in reasonable detail the Estimated Closing Date (i) a calculation of the Closing Indebtedness Pay-Off Amount Working Capital (the “Estimated Closing Indebtedness Pay-Off AmountStatement”). The Estimated Closing Statement shall be prepared by Seller in accordance with GAAP as modified by the methods, principles and categories that were used to prepare the sample calculation of the Working Capital as of June 30, 2017 as set forth on Schedule 1.1(g) (the “Principles”); provided, that, in the event of a conflict between GAAP and the Principles, the Principles shall prevail; provided, however, that all amounts included in the Estimated Closing Statement shall reflect Seller’s good faith and reasonable estimates as of the point in time reflected therein based on all information then available to Seller. (b) Within sixty (60) days after the Effective Date, Buyer shall prepare and deliver to Seller a statement (the “Closing Statement”), setting forth the Working Capital as of the close of business on the last Business Day prior to the Effective Date (the “Closing Working Capital”) calculated in accordance with the Principles. (c) During the thirty (30) day period following Seller’s receipt of the Closing Statement, Seller shall be permitted to review the working papers of Buyer relating to the Closing Statement. The Closing Statement shall become final and binding upon the Parties on the 30th day following delivery thereof to Seller, unless Seller gives written notice of its disagreement with the Closing Statement (the “Notice of Disagreement”) to Buyer prior to such date. Any Notice of Disagreement shall be signed by Seller and shall (i) specify in reasonable detail the nature of any disagreement so asserted, (ii) a calculation of only include disagreements based on mathematical errors, or based on the Closing Cash Amount (Working Capital not being calculated in accordance with Section 3.2 or the “Estimated Closing Cash Amount”)Principles, and (iii) a calculation specify what Seller reasonably believes is the correct amount of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”)Closing Working Capital, (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation including a reasonably detailed description of the Estimated Pre-adjustments applied to the Closing Adjustments will be prepared by Statement in calculating such amount. If the Company Notice of Disagreement is received in a timely manner, then the Closing Statement (as revised in accordance with this sentence), shall become final and binding upon Buyer and Seller on the definitions set forth earlier of (i) the date Seller and Buyer resolve in this Agreementwriting any differences they have with respect to the matters specified in the Notice of Disagreement or (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm as provided below. If HSE disputes any portion During the thirty (30) day period following the delivery of the Estimated Pre-Closing Adjustments prior to ClosingNotice of Disagreement, then HSE if any, (i) Buyer and the Company will negotiate Seller shall seek in good faith in an effort to resolve in writing any such dispute at or prior differences that they may have with respect to Closing. (b) No later than ninety (90) days following the Closing, HSE shall cause to be prepared (i) a statement matters specified in the Notice of the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) Disagreement and (ii) a calculation Buyer shall have access to the working papers of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs Seller prepared in accordance connection with the definitions set forth in this Agreement (Notice of Disagreement. At the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components end of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, if Buyer and Seller have not resolved their disagreement, Buyer and Seller shall submit to an independent accounting firm (the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided “Accounting Firm”) for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are resolution any matters that remain in dispute, then dispute and which were properly included in the remaining matters in dispute Notice of Disagreement together with a brief written explanation of each Party’s position. The Accounting Firm shall be independent and mutually agreeable to both Buyer and Seller. Buyer and Seller shall jointly instruct the Accounting Firm that it (i) shall review only the matters that were properly included in the Notice of Disagreement which remain unresolved, (ii) shall make its determination in accordance with the requirements of this Section 3.2, and (iii) shall render its decision within twenty (20) days from the submission of such matters. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. The fees, costs and expenses of the Accounting Firm incurred pursuant to this Section 3.2 shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer. (d) The fees, costs and expenses of Buyer incurred in connection with its preparation of the Closing Statement, its review of any Notice of Disagreement, and its preparation of any written brief submitted to Xxxx & Associates the Accounting Firm shall be borne by Buyer, and the fees, costs and expenses of Seller incurred in connection with its preparation and review of the Closing Statement, its preparation and certification of any Notice of Disagreement and its preparation of any written brief submitted to the Accounting Firm shall be borne by Seller. (e) If the “Referee”) Closing Working Capital exceeds the Estimated Closing Working Capital, Buyer shall, or if the Estimated Closing Working Capital exceeds the Closing Working Capital, Seller shall, within the following five ten (510) Business Days for resolutionafter the Closing Statement becomes final and binding on the Parties, make payment by wire transfer of immediately available funds of the amount of such difference, together with interest thereon at a rate equal to the rate of interest from time to time announced publicly by Citibank, N.A., as its prime rate, calculated on the basis of the actual number of days elapsed divided by three hundred sixty five (365), from (and including) the Effective Date through (but not including) the date of payment, to an account designated in writing by the other Party. The Referee difference between the Closing Working Capital and the Estimated Closing Working Capital shall be allocated among the Purchased Assets in accordance with the Allocation Schedule (set forth in Section 7.9(a) below). (f) The Closing Statement, either as accepted or deemed to have been accepted by Seller or as adjusted and resolved in the manner herein provided, shall fix the Closing Working Capital, and the payment to be made as discussed in Section 3.2(e). (g) The scope of the disputes to be resolved by the Accounting Firm shall be limited to whether there were mathematical errors in the Closing Statement and whether the calculation of the Closing Working Capital was done in accordance with this Agreement and the Principles, and the Accounting Firm is not to make a determination any other determination. (h) Following the Closing, neither Buyer nor Seller shall take any action with respect to the disputed matters submitted accounting books and records of the Business on which the Closing Statement is to it and determine be based that is intended to obstruct, prevent or otherwise affect the Net results of the procedures set forth in this ‎Section 3.2 (including the amount of the Closing Working Capital or any other amount included in the preparation of the Company Closing Statement). From and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If Effective Date through the resolution of any objections are submitted to the Referee for resolutionadjustment contemplated by this Section 3.2, each of Buyer and Seller shall (i) each Party assist, and shall furnish cause its Affiliates to assist, the Referee such work papers other Party, its Affiliates, accountants, advisors and other documents and information relating to such objections as the Referee may request and are available to that Party (or representatives in its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination preparation of the matters in dispute Closing Statement and to discuss such determination with the Referee; Estimated Closing Statement and (ii) afford to the determination by other Party, its Affiliates, accountants, advisors and other representatives, reasonable access during normal business hours to the Referee personnel, properties, books and records of the Net Working Capital Business to the extent relevant to the preparation of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE Closing Statement or any adjustment contemplated by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Working Capital3.2.” (c) If the Final Net Working Capital is less than zero, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cash.

Working Capital Adjustment. (a) The Company willAt the Closing, in good faith and in consultation with HSE, prepare and the Seller will deliver to HSE within three (3) days before the Closing Date (i) a calculation its determination of the estimated Closing Indebtedness Pay-Off Amount Working Capital of the Company, calculated in accordance with the calculations and methodology used in Exhibit H (the “Estimated Closing Indebtedness Pay-Off AmountWorking Capital”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than Promptly, but in any event within ninety (90) days following after the Closing, HSE Buyer shall cause furnish to be prepared (i) the Seller a statement of (the Net “Closing Statement”) setting forth the Closing Working Capital of the Company as Company, including detailed statements of its calculation thereof. Unless within the thirty-day period following the Seller’s receipt of the Calculation Date Closing Statement (the “Net Working Capital Closing StatementReview Period”), the Seller delivers written notice to Buyer (the “Dispute Notice”) setting forth in reasonable detail any and all items of disagreement related to the Closing Statement (ii) a calculation each, an “Item of Dispute”), the Closing Statement shall be conclusive and binding upon the Seller and Buyer. The Seller shall cooperate fully with Buyer in connection with the preparation of the Closing Indebtedness Pay-Off Amount, Statement. After the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components delivery of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, Buyer shall cooperate fully with the Final Cost Adjustments and related worksheets to provide written notice Seller in connection with its review of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, including, without limitation, by providing the Final Cost Adjustments or Seller and its accountants reasonable access during normal business hours to materials used in the related worksheets (which notice shall state preparation of the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Working Capital.” (c) If the Final Net Seller delivers the Dispute Notice to Buyer prior to the termination of the Review Period, Buyer and the Seller shall use reasonable efforts to resolve their differences concerning the Items of Dispute, and if any Item of Dispute is so resolved, the Closing Statement shall be modified as necessary to reflect such resolution. If all Items of Dispute are so resolved, the Closing Statement (as so modified) shall be conclusive and binding on all Parties. If any Item of Dispute remains unresolved for a period of twenty days after Buyer’s receipt of the Dispute Notice, Buyer or the Seller may submit the Item of Dispute to the Neutral Arbiter. Buyer and the Seller shall request that the Neutral Arbiter render a determination as to each unresolved Item of Dispute within thirty days after its retention, and the Parties shall cooperate fully with the Neutral Arbiter so as to enable it to make such determination as quickly and as accurately as practicable. The Neutral Arbiter’s determination as to each Item of Dispute submitted to it shall be in writing and shall be conclusive and binding upon the Parties, and the Closing Statement shall be modified to the extent necessary to reflect such determination. The fees and expenses of the Neutral Arbiter shall be allocated to be paid by Buyer, on the one hand, and/or the Seller, on the other, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Neutral Arbiter. (d) Within ten Business Days after the Closing Statement becomes final and binding upon the Parties in accordance with the terms of this Section 2.03: (i) if the amount of the Closing Working Capital is less than zero, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If as reflected on the Final Net Working Capital final Closing Statement is greater than zerothe Estimated Closing Working Capital, HSE Buyer shall pay make, or cause the Company to Transferor on make, a dollar-for-dollar basis cash payment by wire transfer of immediately available funds to the Seller equal to the amount of such excess in cashdifference; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus and (ii) if the amount of the Closing Indebtedness Pay-Off Amount minus (iii) Working Capital as reflected on the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments final Closing Statement is less than such sum set forth in the calculation of the Estimated Pre-Closing AdjustmentsWorking Capital, Transferor the Seller shall promptly pay make a cash payment by wire transfer of immediately available funds to the Company equal to the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cashdifference.

Working Capital Adjustment. (a) The No later than three Business Days before the Closing Date, the Company willshall, in and Seller shall cause the Company to, deliver to Buyer (i) a good faith estimate of the consolidated balance sheet for the Company and in consultation with HSE, prepare and deliver to HSE within three (3) days its Subsidiaries as of 11:59 p.m. on the last day of the fiscal month that ended at least five Business Days before the Closing Date (i) a calculation of and prepared in accordance with GAAP consistently applied with the Closing Indebtedness Pay-Off Amount Year End Balance Sheet (the “Estimated Closing Indebtedness Pay-Off Amount”"CLOSING BALANCE SHEET"), (ii) a calculation good faith estimate of Working Capital based on the Closing Balance Sheet and using the methodology set forth on Exhibit F, provided that the Company shall adjust such estimates as reasonably agreed by Buyer and Seller to account for expected changes in Working Capital between the date of the Closing Cash Amount Balance Sheet and the Closing Date that are not properly included or excluded therefrom (the “Estimated Closing Cash Amount”"ESTIMATED WORKING CAPITAL"), and (iii) a calculation certificate of the amount of Unpaid Transaction Costs (chief executive officer and the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation chief financial officer of the Company certifying that the Estimated Pre-Working Capital and the Closing Adjustments will be prepared by the Company Balance Sheet have been estimated and calculated in accordance with the definitions set forth in this Agreement. If HSE disputes any portion the Estimated Working Capital less the Target Working Capital is a positive number (a "POSITIVE ESTIMATED WORKING CAPITAL AMOUNT"), then the Purchase Price payable by Buyer on the Closing Date shall be increased by an amount equal to the Positive Estimated Working Capital Amount. If the Estimated Working Capital less the Target Working Capital is a negative number (a "NEGATIVE ESTIMATED WORKING CAPITAL AMOUNT"), then the Purchase Price payable by Buyer on the Closing Date shall be decreased by an amount equal to the absolute value of the Negative Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to ClosingWorking Capital Amount. (b) No later than ninety (90) 90 days following after the ClosingClosing Date, HSE the Company shall, and Buyer shall cause the Company to, prepare and deliver to be prepared Seller (i) a statement of the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) and (ii) a calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable to the consolidated balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital of the Company and the Final Cost Adjustments its Subsidiaries as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive 11:59 p.m. on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred date immediately prior to as the “Final Net Working Capital.” (c) If the Final Net Working Capital is less than zero, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cash.the

Working Capital Adjustment. The Purchase Price includes $418,000 CDN in normal Transferred Net Working Capital (a) The Company will, in good faith and in consultation with HSE, prepare and deliver to HSE within three (3) days before the Closing Date (i) a calculation of the Closing Indebtedness Pay-Off Amount (the “Estimated Closing Indebtedness Pay-Off AmountTNWC”), (ii) a calculation free and clear of all Encumbrances, defined herein as the Closing Cash Amount (the “Estimated Closing Cash Amount”)total current assets including accounts receivables, prepaid expenses, and (iii) a calculation of inventory, minus total current liabilities, including accounts payable and accrued liabilities but excluding from the amount of Unpaid Transaction Costs (total current liabilities any deferred income taxes and for greater certainty excluding therefrom the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than ninety (90) days following the Closing, HSE shall cause to be prepared (i) a statement of the Net Working Capital obligations of the Company as of related to the Calculation Date (the “Net Working Capital Closing Statement”) Class F and (ii) a calculation of Class H shares being purchased hereunder and excluding therefrom any shareholder loan that is being purchased hereunder, and at the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein Purchase Price payment shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (adjusted upward or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Working Capital.” (c) If the Final Net Working Capital is less than zero, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE shall pay to Transferor downward on a dollar-for-dollar basis to reflect the amount of such excess in cash; provided, however, such payment by HSE actual TNWC to be calculated consistent with the working capital calculation defined herein. Sellers shall not be due and payable disclose to Transferor until the thirtieth Buyer: (30th1) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess estimate of the aggregate total current liabilities included in assets, including accounts receivables , prepaid expenses, and inventory of the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs Company as set forth in the calculation Section 1.3(d)(i) of the Final Cost Adjustments is less than such sum Disclosure Schedules, provided that Section 1.3(d)(i) of the Disclosure Schedules shall be updated immediately prior to the Closing if requested by the Buyer (2) an estimate of the total current liabilities, including accounts payable and accrued liabilities of the Company as set forth in the calculation Section 1.3(d)(ii) of the Estimated Pre-Disclosure Schedules, provided that Section 1.3(d)(ii) of the Disclosure Schedules shall be updated immediately prior to the Closing Adjustmentsif requested by the Buyer At least 5 Business Days prior to the Closing Date, Transferor the Sellers shall promptly pay deliver to the amount Buyer a good faith written estimate (proforma) of such deficiency the TNWC of the Company as at the Closing Date based on the financial information then available to HSE the Sellers. The portion of the Purchase Price payable on the Closing Date shall be adjusted upward or downward based on the estimated TNWC as at the Closing Date. The actual TNWC shall then be determined within 90 days from the Closing Date and any further adjustments required to be made shall be paid to the Seller’s in cash. In the event such sum set forth of a surplus (directly from the Buyer), or refunded to the Buyer in the calculation event of a deficit (from the monies held in trust), within 30 days of the Final Cost Adjustments is greater than the sum set forth in the calculation determination of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cashactual TNWC.

Working Capital Adjustment. (a) The Company willNot less than three Business Days prior to the Closing Date, Vendor shall prepare and submit to Buyer, in writing, a statement of its good faith and in consultation with HSE, prepare and deliver to HSE within three (3) days before the Closing Date (i) a calculation estimate of the Closing Indebtedness Pay-Off Amount Working Capital (the “Estimated Closing Indebtedness Pay-Off AmountWorking Capital”), (ii) prepared and calculated on a basis consistent with the calculation of the $43,000,000 component of the Target Closing Cash Amount (the “Working Capital. Buyer shall have an opportunity to review such statement of Estimated Closing Cash Amount”)Working Capital, and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments Vendor will be prepared by the Company in accordance cooperate with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate Buyer in good faith to agree upon the Estimated Closing Working Capital in an effort to resolve the event that Buyer disputes any item set forth on such dispute at or prior to Closingstatement. (b) No Promptly following the Closing Date, but in no event later than ninety (90) 60 days following after the ClosingClosing Date, HSE Buyer shall cause prepare and submit to be prepared (i) Vendor a statement of the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Date Statement”) and (ii) a setting forth Buyer’s calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement Working Capital (the “Proposed Final Cost AdjustmentsClosing Working Capital”). The Net Working Capital Closing Statement ) which shall contain line item detail comparable to be prepared and calculated on a basis consistent with the balance sheet included in the most recent Financial Statements with respect to the components calculation of the Net Working Capital $43,000,000 component of the Company as Target Closing Working Capital. (c) In the event Vendor disputes any aspect of the Calculation Date. The RepresentativeProposed Final Closing Working Capital, on behalf Vendor shall notify Buyer in writing of Transferor, shall have a period of thirty (30) its objections within 30 days following its after receipt of the Net Working Capital Closing StatementDate Statement and shall set forth, in writing and in reasonable detail, the Final Cost Adjustments and related worksheets to provide written notice of the Representativereasons for Vendor’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital objections and the Final Cost Adjustments respectively reflected therein dollar amounts involved (and shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(cinclude reasonable supporting documentation). If Vendor fails to deliver a notice of objections within 30 days after receipt of the RepresentativeClosing Date Statement, Vendor shall be deemed to have accepted the Closing Date Statement as prepared by Buyer in its entirety and the Closing Date Statement shall be final, conclusive and binding on behalf of Transferor, timely provides the Parties. (d) If any such objectionnotice of objections is timely delivered by Vendor to Buyer in the manner described in Section 2.4(e), Transferor any items as to which there is no disagreement shall be final, conclusive and HSE binding on the Parties, and Vendor and Buyer shall work endeavor in good faith to resolve any differences with respect theretodisputed matters set forth in such notice within 30 days (or such longer period as they may mutually agree in writing) after Buyer’s receipt of Vendor’s notice of objections. If, at the end of a fifteen such period, Vendor and Buyer are unable to resolve the disputed matters, (15)-day period from i) if such remaining disputed matters involve an aggregate disputed amount of $50,000 or more, they shall be referred by Vendor and Buyer to the date Accounting Firm or (ii) if such remaining disputed matters involve an aggregate disputed amount of delivery less than $50,000, the mid-point between Vendor’s and Buyer’s positions with respect to such disputed items shall be final, conclusive and binding on the Parties. The Accounting Firm shall review only those items remaining in dispute and any determination of any objection by the Representative, on behalf Accounting Firm in respect of Transferor, there are any matters that remain in dispute, then the each such matter remaining matters in dispute shall be submitted final, conclusive and binding on Vendor and Buyer and not subject to Xxxx & Associates (the “Referee”) within the following five (5) Business Days collateral attack for resolutionany reason absent manifest error or fraud. The Referee Accounting Firm shall make a determination be instructed that (A) with respect to each disputed item, the disputed matters submitted Accounting Firm shall either accept the position taken by Vendor or the position taken by Buyer and (B) its review shall be limited to it and determine determining whether the Net Proposed Final Closing Working Capital was calculated in a manner consistent with the calculation of the Company Target Closing Working Capital or was arrived at based on mathematical error. The Accounting Firm shall prepare and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted deliver to itVendor and Buyer a written report explaining its determination. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the The determination of the matters in dispute Accounting Firm shall be based solely on written submissions by Vendor and to discuss such determination with the Referee; (ii) the determination Buyer and shall not be based on any independent review by the Referee Accounting Firm. The Closing Working Capital, as finally determined pursuant to this Section 2.4 (whether by failure of Vendor to deliver notice of objection, by agreement of Vendor and Buyer or by determination of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(bAccounting Firm), is referred to herein as the “Final Net Closing Working Capital.” (ce) If the Final Net Closing Working Capital is less than zeroexceeds the Estimated Closing Working Capital, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE Buyer shall pay to Transferor on a dollar-for-dollar basis Vendor the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable difference with simple interest thereon from the Closing Date to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess payment at a rate per annum equal to the Prime Rate at such time plus 2%. If the Estimated Closing Working Capital exceeds the Final Closing Working Capital, Vendor and Buyer shall, within two Business Days of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation determination of the Final Cost Adjustments Closing Working Capital pursuant to this Section 2.4, deliver a joint written notice to the Escrow Agent specifying the amount of such difference, and the Escrow Agent shall, in accordance with the terms of the Escrow Agreement, pay such amount with simple interest thereon from the Closing Date to the date of payment at a rate per annum equal to the Prime Rate at such time plus 2% by wire transfer of immediately available funds to an account designated in writing by Buyer to the Escrow Agent in accordance with the terms of the Escrow Agreement; provided that to the extent that the amount of the Escrow Fund available for such payment is less than such sum set forth in amount, the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the remaining amount of such deficiency payment shall be paid to HSE in cashBuyer by Vendor. In Such payment, net of any applicable withholding Tax, shall be made not later than five Business Days after the event such sum set forth in the calculation determination of the Final Cost Adjustments is greater than Closing Working Capital by wire transfer of immediately available funds to a bank account designated in writing to the sum set forth Party entitled to receive the payment. (f) Subject to any applicable privileges (including the solicitor-client privilege), Buyer shall make available to Vendor and, upon request, to the Accounting Firm retained in accordance with Section 2.4(d), the calculation books, records, documents and work papers underlying the preparation of the Estimated PreClosing Date Statement. Subject to any applicable privileges (including the solicitor-client privilege), Vendor shall make available to Buyer and, upon request, to the Accounting Firm retained in accordance with Section 2.4(d) the books, records, documents and work papers created or prepared by or for Vendor in connection with the review of the Closing AdjustmentsDate Statement. (g) The fees, HSE costs and expenses of the Accounting Firm shall promptly pay to Transferor be paid by the Party whose Closing Working Capital calculation was different by the greater amount from that of such excess in cashthe final determination of the Accounting Firm.

Working Capital Adjustment. (a) The Prior to the Closing, the Company will, shall in good faith and with the assistance of its independent auditor prepare an estimated consolidated balance sheet of the Company as of the Closing Date (the “Estimated Closing Date Balance Sheet”) The Estimated Closing Date Balance Sheet shall be prepared in consultation accordance with HSEU.S. GAAP (as defined in Section 3.08(a)) consistently applied, to the extent applicable, and with the same assumptions, estimates and methodologies used by the Company in preparing the consolidated balance sheet of the Company as of December 31, 2009 as required by Section 3.08, which assumptions, estimates and methodologies shall be set forth on Exhibit D attached hereto (collectively, the “Accounting Assumptions, Estimates and Methodologies”). The assets on the Estimated Closing Date Balance Sheet shall be reduced by the book value of any assets of the Company and its Subsidiaries immediately before the Closing that are not the assets of QIL, Quadrem and its Subsidiaries, or the Brazilian Stock and Nominal Stock immediately after Closing, and the liabilities on the Estimated Closing Date Balance Sheet shall be reduced by the book value of any Liabilities of the Company and its Subsidiaries that are not Liabilities of QIL, Quadrem and its Subsidiaries or the Brazilian Stock and Nominal Stock immediately after Closing (collectively, the “Quadrem Balance Sheet Adjustments”). Exhibit D shall list each excluded asset and liability included in the Quadrem Balance Sheet Adjustments, and the book value of each such asset and liability, based on the Reference Balance Sheet as if the Closing occurred on the date of the Reference Balance Sheet. The Company shall in good faith prepare an estimate of the working capital of the Company as of the Closing Date (the “Estimated Closing Date Working Capital”) based on the Estimated Closing Date Balance Sheet, as adjusted by the Quadrem Balance Sheet Adjustments. The Estimated Closing Date Working Capital shall be calculated in a manner consistent with the calculation of, and based on the Accounting Assumptions, Estimates and Methodologies; provided that such working capital calculation shall contain no accrued liabilities for Terminated Agreement Liabilities. Not later than five (5) business days prior to the Closing, the Company shall deliver to HSE within three Buyer the Estimated Closing Date Balance Sheet and the Estimated Closing Date Working Capital, together with worksheets and data that support the Estimated Closing Date Balance Sheet and the Estimated Closing Date Working Capital calculation. If Buyer in good faith disagrees with the calculation of Estimated Closing Date Working Capital, it shall notify the Company not later than two (32) business days before the Closing Date and, if the parties are unable to resolve their differences regarding such calculation, the Estimated Closing Date Working Capital shall be the amounts calculated by the Company if such amounts are certified by its independent auditor, otherwise the amounts calculated in good faith by the Buyer. As provided in Section 2.01(a) hereof, the Base Consideration to be paid at the Closing shall be adjusted: (i) a calculation either (A) dollar-for-dollar up to the extent that the Estimated Closing Date Working Capital is more than the working capital of the Company as of December 31, 2009, as set forth on Exhibit D, or (B) dollar-for-dollar down to the extent that the Estimated Closing Indebtedness Pay-Off Amount Date Working Capital is less than the working capital of the Company as of December 31, 2009, as set forth on Exhibit D (such adjustment resulting from this clause (i) being the “Estimated Closing Indebtedness Pay-Off AmountWorking Capital Adjustment”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of provided that no such adjustment shall be made if the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to ClosingWorking Capital Adjustment is less than one million dollars (US$1,000,000). (b) No As soon as practical after the Closing, but no later than ninety (90) days following the ClosingClosing Date, HSE Buyer shall cause to be prepared (i) prepare in good faith a statement of the Net Working Capital consolidated balance sheet of the Company as of the Calculation Date Closing (the “Net Working Capital Post-Closing StatementDate Balance Sheet”) and (ii) a calculation of the ). The Post-Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs Date Balance Sheet shall be prepared in accordance with U.S. GAAP (as defined in Section 3.08(a)) consistently applied, to the definitions set forth in this Agreement (extent applicable, and with the “Final Cost Adjustments”)Accounting Assumptions, Estimates and Methodologies. The Net Working Capital Post-Closing Statement Date Balance Sheet shall contain line item detail comparable to be adjusted by the balance sheet included Quadrem Balance Sheet Adjustments. Buyer shall prepare in good faith within such ninety (90) day period the most recent Financial Statements with respect to the components of the Net Working Capital working capital of the Company as of the Calculation DateClosing Date (the “Post-Closing Date Working Capital”) based on the Post-Closing Date Balance Sheet, as adjusted by the Quadrem Balance Sheet Adjustments. The RepresentativePost-Closing Date Working Capital shall be calculated in a manner consistent with the calculation of, and based on behalf the Accounting Assumptions, Estimates, and Methodologies used in calculating the working capital of Transferorthe Company as of December 31, 2009 set forth on Exhibit D, which exhibit shall have a period also set forth the material assumptions, estimates and methodologies used in such calculation; provided that such working capital calculations shall contain no accrued liabilities for Terminated Agreement Liabilities. During this ninety (90) day period, the Company shall provide Buyer access to all of the Company’s books and records during normal business hours to the extent reasonably necessary to allow Buyer to prepare such balance sheet and calculate such working capital. Buyer shall, within ninety (90) days of the Closing Date, deliver the Post-Closing Date Balance Sheet and Post-Closing Date Working Capital to the Company, together with worksheets and data that support the Post-Closing Date Balance Sheet and any other information that the Company may reasonably request to verify the amounts reflected on the Post-Closing Date Balance Sheet and Post-Closing Date Working Capital. If the Company disagrees with the Post-Closing Date Balance Sheet and the calculation of the Post-Closing Date Working Capital set forth therein, it shall notify Buyer of such disagreement in writing, setting forth in reasonable detail the particulars of such disagreement (the “Seller Dispute Notice”), within thirty (30) days following of its receipt of the Net Working Capital Post-Closing Statement, Balance Sheet. In the Final Cost Adjustments and related worksheets to event that the Company does not provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, a Seller Dispute Notice within such thirty (30) day period, the Representative, on behalf Company shall be deemed to have accepted the Post-Closing Balance Sheet and the calculations of Transferor, has not given HSE written notice of its objection to the Net Post-Closing Date Working Capital Closing Statementby Buyer, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein which deemed acceptance shall be final, binding and conclusive on for all purposes hereunder. In the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides event any such objectionnotice of disagreement is timely provided, Transferor Buyer and HSE the Company shall work in good faith use commercially reasonable efforts for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve any differences disagreements with respect theretoto Buyer’s calculation of the Post-Closing Date Working Capital. If, at the end of a fifteen (15)-day period from the date of delivery of such period, they are unable to resolve any objection by the Representative, on behalf of Transferor, there are any matters that remain in disputesuch disagreements, then an independent accounting firm of recognized national standing as may be mutually selected by Buyer and the remaining matters in dispute shall be submitted to Xxxx & Associates Company (the “RefereeAuditor”) shall resolve any remaining disagreements. If Buyer and the Company do not agree on the Auditor within thirty (30) days, the following five (5) Business Days for resolutionAuditor shall be the New York City office of PricewaterhouseCoopers. The Referee Auditor shall make a determination with respect determine as promptly as practicable, but in any event within thirty (30) days of the date on which such dispute is referred to the disputed matters submitted Auditor, whether and to it and determine what extent (if any) Buyer’s calculation of the Net Post-Closing Date Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to itrequires adjustment. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the The fees and expenses of the Referee Auditor shall be borne onepaid by the Company, unless the Auditor determines that the Post-half Closing Date Working Capital calculated by Transferor Buyer underestimated the Post-Closing Date Working Capital determined by the Auditor by more than seventeen and one-half by HSEpercent (17.5%), in which event the costs and expenses of the Auditor shall be split equally between the Buyer and the Company. The determinations of the Auditor shall be final, conclusive and binding on the parties. The final Net amount of the Post-Closing Date Working Capital of the Company as of the Calculation Date, as determined in accordance with pursuant to this Section 2.2(b), 2.03(b) is referred to as the “Final Net Closing Date Working CapitalCapital Amount.” (c) If To the extent the Final Net Closing Date Working Capital Amount is less (i) larger than zerothe Estimated Closing Date Working Capital, Transferor then Buyer shall promptly pay cash to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus Company or (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less smaller than such sum set forth in the calculation of the Estimated Pre-Closing AdjustmentsDate Working Capital, Transferor then the Escrow Agent shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation cash out of the Final Cost Adjustments Escrow Fund to Buyer, in either case such that the adjustment to the Base Consideration, after giving effect to such payment, is greater than the sum set forth in the calculation of same adjustment that would have been made at Closing pursuant to Section 2.03(a) if the Estimated Pre-Closing AdjustmentsDate Working Capital had equaled the Final Closing Date Working Capital, HSE shall promptly pay with no adjustment being made to Transferor the Base Consideration for an amount of such excess in cashless than one million dollars (US$1,000,000).

Working Capital Adjustment. (a) The Company will, in good faith No more than five (5) Business Days and in consultation with HSE, prepare and deliver to HSE within no fewer than three (3) days before Business Days prior to the Closing Date (i) Date, the Company shall deliver to Buyer an estimated balance sheet for the Company as of the Effective Time, which shall be prepared on a basis in accordance with GAAP and shall be estimated in good faith, together with a calculation of the Closing Indebtedness Pay-Off Amount estimated working capital of the Company (the “Working Capital”) as of the Effective Time (the “Estimated Closing Indebtedness Pay-Off Amount”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing AdjustmentsWorking Capital Statement”). The calculation Working Capital of the Estimated PreCompany shall not include cash, the Net Closing Indebtedness, any payments that are or become payable immediately in connection with the Merger to any employee of the Company pursuant to any employment, change in control, severance or similar arrangements or agreements, which payments are set forth in Section 1.8(a) of the Disclosure Schedule, or any amounts due to the Stockholders pursuant to this Agreement or otherwise, but shall include any deferred revenue, either short-Closing Adjustments will term or long-term, on the Company’s balance sheet as of the Effective Time, and shall be prepared by the Company in accordance with GAAP on a basis consistent with the definitions set forth Financial Statements. In the event that Buyer does not agree with any items included (or not included) in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to ClosingWorking Capital Statement, then HSE and the Company will and Buyer shall negotiate in good faith in an effort to resolve any such dispute at or prior to the Closing to mutually agree as promptly as practicable on an acceptable Estimated Working Capital Statement. If the parties are able to reach agreement as to the Estimated Working Capital Statement prior to the Closing, then the Effective Time Consideration Per Outstanding Company Share shall be adjusted as set forth in Section 1.8(e). (b) No later than ninety If the parties are not able to reach agreement as to the Estimated Working Capital Statement prior to the Closing, then within thirty (9030) days following the ClosingClosing Date, HSE Buyer shall prepare (or cause to be prepared prepared) and deliver to the Stockholder Representative (i) a statement of the Net Working Capital an unaudited balance sheet of the Company as of the Calculation Date (open of business on the “Net Working Capital Closing Statement”) Date, prepared on a basis consistent with GAAP and (ii) a statement (the “Closing Working Capital Statement”) setting forth Buyer’s good faith calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared Working Capital derived therefrom in accordance with this Agreement. (c) The Stockholder Representative shall deliver to Buyer, by the definitions set forth in this Agreement date that is no later than twenty (20) days following receipt by the Stockholder Representative of the Closing Working Capital Statement (the “Final Cost AdjustmentsObjection Deadline Date”). The Net , either a notice indicating that the Stockholder Representative accepts the Closing Working Capital Closing Statement shall contain line item detail comparable Statement, or a statement (the “Objection Notice”) describing its objections (if any) to the balance sheet included calculation of Working Capital contained in the most recent Financial Statements with respect Closing Working Capital Statement. Buyer will provide to the components of Stockholder Representative reasonable access to the Net Working Capital books and records of the Company as and to the employees and representatives of the Calculation Date. The Representative, Company to the extent reasonably requested to verify the information presented on behalf of Transferor, shall have a period of thirty (30) days following its receipt of the Net Closing Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the RepresentativeStockholder Representative delivers to Buyer a notice accepting the Closing Working Capital Statement, on behalf or the Stockholder Representative does not deliver a timely Objection Notice by the Objection Deadline Date, then, effective as of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from either the date of delivery of any objection by such notice of acceptance, or 11:59 p.m. local time on the RepresentativeObjection Deadline Date if neither a notice of acceptance nor an Objection Notice is delivered at or before such time, the calculation of Working Capital as reflected on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute Closing Working Capital Statement shall be submitted deemed to Xxxx & Associates be final, and a Working Capital Adjustment shall be made as set forth in Section 1.8(e). (d) If the Stockholder Representative timely delivers an Objection Notice, the objections to the Closing Working Capital Statement shall be resolved as follows: (i) Buyer and the Stockholder Representative shall first use reasonable efforts to resolve such objections. (ii) If Buyer and the Stockholder Representative do not reach a resolution of all objections set forth in the Objection Notice within twenty (20) days after delivery of the Objection Notice, Buyer and the Stockholder Representative shall, within twenty (20) days following the expiration of such twenty (20) day period, engage the Independent Accountant, pursuant to an engagement agreement, in commercially reasonable form, executed by Buyer, the Stockholder Representative and the Independent Accountant, to resolve any unresolved objections set forth in the Objection Notice (the “RefereeUnresolved Objections”). (iii) Immediately following the engagement of the Independent Accountant, Buyer and the Stockholder Representative shall jointly submit to the Independent Accountant, a copy of the Estimated Working Capital Statement, the Closing Working Capital Statement, the Objection Notice and a statement setting forth the resolution of any objections agreed to by Buyer and the Stockholder Representative. Each of Buyer and the Stockholder Representative shall submit to the Independent Accountant (with a copy delivered to the other Party on the same day) (A) within the following five twenty (520) Business Days for resolution. The Referee shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to date of the Referee for resolutionengagement of the Independent Accountant, a memorandum (iwhich may include supporting exhibits) each Party shall furnish to setting forth their respective positions on the Referee Unresolved Objections and (B) such work papers and other documents and information relating to such objections the Unresolved Objections as the Referee Independent Accountant may reasonably request and are available to that Party (or its independent public accountants). Each of Buyer and the Stockholder Representative may (but shall not be required to) and will be afforded the opportunity to present submit to the Referee any material relating Independent Accountant (with a copy delivered to the determination other Party on the same day), within thirty (30) days after the date of the matters engagement of the Independent Accountant, a memorandum responding to the initial memorandum submitted to the Independent Accountant by the other Party. The Independent Accountant may also be provided with the calculations used to determine the Target Working Capital. Unless requested by the Independent Accountant in dispute writing, neither Party may present any additional information or arguments to the Independent Accountant, either orally or in writing. (iv) Within thirty (30) days after the date of the engagement of the Independent Accountant, the Independent Accountant shall determine whether the objections raised by the Stockholder Representative are appropriate, and shall issue a ruling in writing, which shall include the Closing Working Capital Statement, as adjusted pursuant to any resolutions of objections agreed upon by Buyer and the Stockholder Representative and the Independent Accountant’s resolution of the Unresolved Objections. The Closing Working Capital Statement, as so adjusted, shall be deemed to be final. The Independent Accountant shall issue a ruling only in respect of the Unresolved Objections, and the Independent Accountant’s ruling shall be based upon and be consistent with the terms and conditions in this Agreement. In deciding any matter, the Independent Accountant (A) shall be bound by the provisions of this Section 1.8 and (B) may not assign a value to any disputed item greater than the greatest value for such item claimed by either Buyer or the Stockholder Representative or less than the smallest value for such item claimed by Buyer or the Stockholder Representative. (v) The resolution by the Independent Accountant of the Unresolved Objections shall be (A) conclusive and binding upon Buyer and the Stockholder Representative and (B) final and non-appealable for all purposes hereunder; provided, however, that such ruling may be reviewed, corrected or set aside by a court of competent jurisdiction, but only if and to discuss the extent that the Independent Accountant is found by such determination court of competent jurisdiction to have made mathematical errors with respect to its ruling or failed to follow the Referee; provisions of this Agreement. Buyer and the Stockholder Representative agree that the procedure set forth in this Section 1.8 for resolving disputes with respect to the Closing Working Capital Statement and the Working Capital Adjustment shall be the sole and exclusive method for resolving any such disputes. (iivi) The fees and expenses of the determination Independent Accountant incurred shall be borne by the Referee of Stockholder Representative, on the Net one hand, and the Buyer, on the other hand, in direct proportion to the degree to which disputed matters are resolved against their respective interests, and any such fees payable by the Stockholder Representative shall be paid by it through a deduction from the Escrow Amount. (e) The Merger Consideration shall be adjusted to take into account the extent to which the Working Capital of the Company and on the Final Cost Adjustments as of the Calculation Closing Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as finally determined in accordance with this Section 2.2(b1.8 (the “Final Working Capital”), is less than or greater than, as the case may be, the Target Working Capital (such difference referred to as the “Final Net Working Capital.Capital Adjustment” (c) ). If the Final Net Working Capital is less than zerothe Target Working Capital, Transferor shall promptly pay then Buyer Shares and cash, in accordance with the Closing Proportion of Share to HSE Cash Consideration and based on the Closing Price, in an aggregate amount in cash equal to the Working Capital Adjustment shall be returned to Buyer from the Escrow Fund (and the Stockholder Representative and Buyer shall promptly deliver a joint instruction letter to the Escrow Agent authorizing the release of such deficiencyBuyer Shares and cash from the Escrow Fund). If the Final Net Working Capital is greater than zerothe Target Working Capital, HSE then Buyer shall pay transfer Buyer Shares and cash, in accordance with the Closing Proportion of Share to Transferor Cash Consideration and based on a dollarthe Closing Price, in an aggregate amount equal to the Working Capital Adjustment to the Exchange Agent for distribution to the Company Holders and the Cashed-forOut Holders in accordance with the Exchange Agent Agreement, which Buyer Shares and cash shall be distributed to the Company Holders and which cash shall be distributed to the Cashed-dollar basis Out Holders in the same manner as if such Buyer Shares and cash had been available for distribution to the Stockholders as of the Effective Time. Any such release of cash or issuance of Buyer Shares under this Section 1.8(e) shall be made within fifteen (15) business days after the Closing Working Capital Statement is finalized in accordance with this Section 1.8. Notwithstanding anything to the contrary contained herein, payment of the Working Capital Adjustment to or by Cashed-Out Holders shall be in the form of cash, rather than Buyer Shares, with each Buyer Share valued at the Closing Share Price for this purpose. (f) If the parties are able to reach agreement as to the Estimated Working Capital Statement prior to the Closing, and the Final Working Capital is less than the Target Working Capital, then the amount of such excess in cash; provided, however, such payment by HSE the Working Capital Adjustment shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in subtracted from the calculation of the Effective Time Consideration Per Outstanding Company Share. If the parties are able to reach agreement as to the Estimated Working Capital Statement prior to the Closing, and the Final Cost Adjustments Working Capital is less greater than such sum set forth in the Target Working Capital, then the amount of the Working Capital Adjustment shall be added to the calculation of the Estimated Pre-Closing AdjustmentsEffective Time Consideration Per Outstanding Company Share. Notwithstanding anything to the contrary in this Section 1.8, Transferor no Working Capital Adjustment shall promptly pay be made if the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of difference between the Final Cost Adjustments Working Capital and the Target Working Capital is greater less than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the $50,000 (whether such amount of such excess in cashis positive or negative).

Working Capital Adjustment. The Base Purchase Price shall be further reduced, at Closing, by $1.00 for each $1.00 that the Company's Adjusted Working Capital (aas hereinafter defined) The Company will, in good faith and in consultation with HSE, prepare and deliver to HSE within three (3) days before is less than $400,000 on the Closing Date (the "Closing Adjusted Working Capital Amount"). The Company's Adjusted Working Capital shall mean the Company's current portion of Purchased Assets, calculated pursuant to GAAP, less: (i) a calculation the portion of trade receivables that are more than 100 days past the original invoice date, calculated pursuant to GAAP, and (ii) Adjusted Current Liabilities. Promptly following the Closing, and in order to verify the accuracy of the adjustment made at the Closing, the Purchaser agrees to cause the Accountants to verify the amount of the Closing Indebtedness Pay-Off Adjusted Working Capital Amount. The Accountants shall issue a report as to their determination of the Closing Adjusted Working Capital Amount (the “Estimated Closing Indebtedness Pay-Off Amount”), (ii"Accountants' CAWCA Report") a calculation promptly after their determination of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the such amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort Purchaser shall deliver the Accountants' CAWCA Report to resolve any such dispute at or prior to Closing. (b) No the Seller no later than ninety sixty (9060) days following the Closing, HSE shall cause to be prepared (i) a statement of the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) and (ii) a calculation Date. The determination of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Adjusted Working Capital Closing Statement Amount by the Accountants shall contain line item detail comparable be conclusive and binding upon the parties hereto unless the Seller shall object to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty Accountants' CAWCA Report within fifteen (3015) days following its receipt of the Net Working Capital Closing Statement, Accountants' CAWCA Report. The Seller's objection to the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s Accountants' CAWCA Report. The Seller's objection, on behalf of Transferorif any, to the Net Accountants' CAWCA Report (the "Seller's CAWCA Objection") shall set forth in reasonable detail the Seller's objection(s) to the Accountants' CAWCA Report and the Seller's calculation of the Closing Adjusted Working Capital Closing StatementAmount. Within ten (10) days after receipt of the Seller's CAWCA Objection, the Final Cost Adjustments Purchaser will notify the Seller whether it accepts or disputes the related worksheets Seller's adjustments, if any, which notification shall set forth in reasonable detail the adjustments made by the Seller which the Purchaser continues to dispute (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c"Purchaser's CAWCA Response Notice"). If the RepresentativeSeller does not object to the Accountants' CAWCA Report, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith or if the Purchaser agrees to resolve any differences with respect thereto. If, at accept the end of a fifteen (15)-day period from Seller's adjustments to the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in disputeAccountants' CAWCA Report, then the remaining matters in dispute adjustment based on the then final Closing Adjusted Working Capital Amount (the "Final Adjusted Working Capital Amount"), if any, shall be submitted paid by Seller to Xxxx & Associates (the “Referee”) Purchaser in immediately available funds within the following five (5) Business Days for resolutionbusiness days of such acceptance. The Referee If such amount is not received by Purchaser within such time period, such amount shall make a determination with respect be paid from the Escrow Amount pursuant to the disputed matters submitted Escrow Agreement and Seller shall be obligated to it replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amount. If the Seller objects to the Accountants' CAWCA Report as set forth above and the Purchaser does not accept the Seller's proposed adjustments, then an independent accounting firm mutually satisfactory to the Seller and the Purchaser shall be engaged to determine the Net amount of the Closing Adjusted Working Capital of the Company Amount and the Final Cost Adjustments as Adjusted Working Capital Amount, based upon the calculations of the Calculation Date within 30 days after independent accountants, and any adjustments of Base Purchase Price based on the objections that remain in dispute are submitted to it. If any objections are submitted amount discussed determined as provided above shall be paid to the Referee for resolution, Purchaser in immediately available funds within five (i5) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to business days of the determination of such amount by such accounting firm. If such amount is not received by Purchaser within such time period, such amount shall be paid from the matters in dispute Escrow Amount pursuant to the Escrow Agreement and Seller shall be obligated to discuss such determination replenish the Escrow Amount by depositing with the Referee; (ii) Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amount. The parties hereto agree to cooperate fully with such independent accountants at their own cost and expense, including, but not limited to, providing such independent accountants with access to, and copies of, all books and records that they shall reasonably request. The Purchaser and the determination by the Referee Seller shall each bear one-half of all of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees costs and expenses of such independent accounting firm, and if the Referee shall parties hereto are unable to agree upon an independent accounting firm, the Seller and Purchaser will request that one be borne one-half designated by Transferor and one-half by HSE. The final Net Working Capital the President of the Company as Philadelphia office of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Working CapitalAmerican Arbitration Association.” (c) If the Final Net Working Capital is less than zero, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cash.

Working Capital Adjustment. (a) The Company willCALCULATION OF CLOSING DATE NET WORKING CAPITAL. As soon as reasonably practicable following the Closing Date, in good faith and in consultation with HSEany event within forty-five (45) calendar days thereof, prepare and deliver to HSE within three (3) days before the Closing Date (i) a calculation of the Closing Indebtedness Pay-Off Amount (the “Estimated Closing Indebtedness Pay-Off Amount”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than ninety (90) days following the Closing, HSE Parent shall cause to be prepared and delivered to the Stockholder Representative (i) a statement of the Net Working Capital balance sheet of the Company ("CLOSING BALANCE SHEET") as of the Calculation Closing Date which shall be audited by KPMG Peat Marwick LLP ("KPMG"), together with the related audit report of such firm (the “Net Working Capital Closing Statement”) "CLOSING BALANCE SHEET"), and (ii) a calculation of Net Working Capital (as defined below) of the Company as determined from the Closing Indebtedness Pay-Off Amount, the Balance Sheet ("CLOSING DATE NET WORKING CAPITAL"). The Closing Cash Amount and the Unpaid Transaction Costs Balance Sheet shall (i) be prepared in accordance with the definitions set forth in this Agreement GAAP (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included as applied in the most recent Financial Statements with respect to Company's audited financial statements for the components of year ended December 31, 1998), (ii) fairly present the Net Working Capital financial position of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses reflect all liabilities of the Referee Company which remain unpaid as of the Closing and are required to be included on the balance sheet under GAAP. For the purpose hereof, "NET WORKING CAPITAL" as of any date shall, subject to the adjustments and conventions set forth in the last sentence of this Section 2.12(a), be determined in accordance with GAAP, and shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital mean (x) the current assets of the Company as of such date, minus (y) the Calculation Datecurrent liabilities (other than any portion of Funded Debt of the Company which would otherwise be classified as a current liability) of the Company as of such date; PROVIDED, HOWEVER, that no Adjustment Amount (as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Working Capital.”defined herein) shall be made for any changes identified on SCHEDULE 2.12 (ca) If Notwithstanding any provision of this Agreement to the Final Net Working Capital is less than zerocontrary, Transferor in no event shall promptly pay current assets include any deferred income tax asset including, without limitation, any such deferred income tax asset related to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess unrealized net operating loss carry forwards of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cashCompany.

Working Capital Adjustment. (a) The Company will, in good faith and in consultation with HSE, prepare and deliver to HSE within three (3) days before the Closing Date (i) a calculation The Purchase Price has been established considering that at Closing the Company shall have the required Net Working Capital to conduct its operations in the ordinary course of business in the Closing Indebtedness Pay-Off Amount amount of not less than US$3,500,000 (the “Estimated Closing Indebtedness Pay-Off AmountTarget Net Working Capital”). In this Agreement, the term “Net Working Capital” refers to current assets minus current liabilities; where current assets are comprised of accounts receivable, prepaid expenses and other current assets, and current liabilities are comprised of accounts payable and accrued expenses, as determined in accordance with IFRS consistently applied and to the extent not specifically modified pursuant to the provisions of this Agreement. In case of discrepancy between IFRS and the provisions of this Agreement, the latter shall prevail. For illustrative purposes, an example of the calculation and items reflected in the Net Working Capital as of May 31 is included in Schedule 1.5.1.(a)(i) attached hereto. (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than Within ninety (90) calendar days following the Closing, HSE Globant shall cause to be prepared (i) a statement of review and confirm that the Net Working Capital of the Company as of at Closing was at least equal to the Calculation Date (the “Target Net Working Capital Closing Statement”) and (ii) a calculation of shall calculate and determine the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the actual Net Working Capital of the Company as at Closing (the “Definitive Net Working Capital”) in accordance with IFRS consistently applied and to the extent not specifically modified pursuant to the provisions of this Agreement. In case of discrepancy between IFRS and the Calculation Date. provisions of this Agreement, the latter shall prevail. (iii) The RepresentativeClosing Payment shall be adjusted, on behalf of Transferoreither by (1) an increase, shall have a period of thirty (30) days following its receipt of in the amount that the Definitive Net Working Capital Closing Statementexceeds the Target Net Working Capital, or (2) a decrease, in the Final Cost Adjustments and related worksheets to provide written notice of amount that the Representative’s objection, on behalf of Transferor, to the Target Net Working Capital Closing Statement, exceeds the Final Cost Adjustments or Definitive Net Working Capital. If the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Definitive Net Working Capital Closing Statement, is greater than the Final Cost Adjustments or the related worksheetsTarget Net Working Capital, then the amount that results from subtracting the Target Net Working Capital and from the Final Cost Adjustments respectively reflected therein Definitive Net Working Capital, shall be binding and conclusive on paid by Globant to the Parties and used Sellers, in making proportion to the adjustment provided for in Section 2.2(c). If the RepresentativeSellers’ Ownership Percentage, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect to following the disputed matters submitted to it and determine date in which the Definitive Net Working Capital of was finally determined to the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to itSellers Accounts. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Working Capital.” (c) If the Final Definitive Net Working Capital is less than zerothe Target Net Working Capital, Transferor shall promptly pay to HSE an aggregate then the amount in cash equal to such deficiency. If that results from subtracting the Final Definitive Net Working Capital is greater than zerofrom the Target Net Working Capital, HSE shall pay be paid by the Sellers, in proportion to Transferor on a dollar-for-dollar basis the amount of such excess in cash; providedSellers’ Ownership Percentage, however, such payment by HSE shall not be due and payable to Transferor until Globant within the thirtieth five (30th5) day Business Days following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of which the aggregate current liabilities included in the calculation of Final Definitive Net Working CapitalCapital was finally determined to the account designated in writing by Globant at least three (3) Business Days prior to such payment. In If any such amount is not paid as set forth herein, the event the sum of applicable Party shall be entitled to (i) deduct the Closing Cash Amount minus corresponding amount from any following payment to be made to the other Party, or (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation request payment of the Final Cost Adjustments is less than such sum set forth in corresponding amount from the calculation Escrow Amount. For the avoidance of doubt, liability of the Estimated Pre-Closing Adjustments, Transferor Sellers for any adjustments or amounts due in accordance herewith shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cashbe several and joint.

Working Capital Adjustment. The Merger Consideration shall be subject to adjustment as follows: (a) The At least three business days prior to the Closing Date, the Company will, shall deliver to the Buyer a certificate in the form set forth on Schedule 1.6(a) (the “Adjusted Working Capital Certificate”) executed by the chief executive officer of the Company that sets forth the Company’s reasonable and good faith and in consultation with HSE, prepare and deliver to HSE within three (3) days before the Closing Date (i) a calculation of the Closing Indebtedness Pay-Off Amount Adjusted Working Capital (the “Estimated Closing Indebtedness Pay-Off AmountAdjusted Working Capital”), (ii) a calculation of which shall include detailed supporting information in the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”form set forth on Schedule 1.6(a). The calculation Company shall deliver along with the Adjusted Working Capital Certificate, for informational purposes only, a consolidated balance sheet of the Estimated Pre-Closing Adjustments will be prepared by Company reflecting the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion Company’s reasonable and good faith determination of the Estimated Pre-Closing Adjustments prior to Closing, then HSE assets and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than ninety (90) days following the Closing, HSE shall cause to be prepared (i) a statement of the Net Working Capital liabilities of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) and (ii) a calculation close of business on the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs Date prepared in accordance with GAAP on a consistent basis with the definitions set forth in this Agreement Financial Statements (the “Final Cost AdjustmentsEstimated Closing Balance Sheet”); provided that any inaccuracies in the Estimated Closing Balance Sheet shall not, in and of itself, constitute a basis for any indemnification claim pursuant to Article VI. (b) Within 45 calendar days following the Closing, the Buyer shall deliver to the Holder Representative the Draft Adjusted Working Capital reflecting any adjustments to the Estimated Adjusted Working Capital determined by the Buyer in the period following the Closing (if there are no such adjustments by the Buyer, then the Draft Adjusted Working Capital shall be the same as the Estimated Adjusted Working Capital delivered pursuant to Section 1.6(a)). The Net Holder Representative shall deliver to the Buyer, on or before the date that is 30 calendar days following the delivery of the Draft Adjusted Working Capital Closing Statement shall contain line item detail comparable (the “AWC Objection Deadline Date”), either a notice indicating that the Holder Representative accepts the Draft Adjusted Working Capital or a detailed statement describing its objections (if any) to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Draft Adjusted Working Capital of (the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing “AWC Objection Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c”). If the RepresentativeHolder Representative delivers to the Buyer a notice accepting the Draft Adjusted Working Capital, on behalf or the Holder Representative does not deliver the AWC Objection Statement by the AWC Objection Deadline Date, then, effective as of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end earlier of a fifteen (15)-day period from the date of delivery of any objection such notice of acceptance or as of the close of business on the AWC Objection Deadline Date, the Draft Adjusted Working Capital delivered by the RepresentativeBuyer pursuant to this Section 1.6(b) shall be the Final Adjusted Working Capital. If the Holder Representative timely delivers the AWC Objection Statement, on behalf such objections shall be resolved as follows: (i) The Buyer and the Holder Representative shall first use Reasonable Best Efforts to resolve such objections set forth in the AWC Objection Statement. (ii) If the Buyer and the Holder Representative do not reach a resolution of Transferor, there are any matters that remain all objections set forth in disputethe AWC Objection Statement within 30 calendar days after delivery of such AWC Objection Statement, then the Buyer and the Holder Representative shall, within 15 calendar days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Holder Representative and the Accountant, to resolve any remaining matters objections set forth in dispute shall be submitted to Xxxx & Associates the AWC Objection Statement (the “RefereeAWC Unresolved Objections”). (iii) The Buyer and the Holder Representative shall jointly submit to the Accountant, within 5 calendar days after the following five date of the engagement of the Accountant (5as evidenced by the date of the engagement agreement), a copy of the the Draft Adjusted Working Capital, a copy of the AWC Objection Statement, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Holder Representative. Each of the Buyer and the Holder Representative shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 30 calendar days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) Business Days for resolutionsetting forth their respective positions on the AWC Unresolved Objections. Each of the Buyer and the Holder Representative may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 calendar days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. (iv) Within 45 calendar days after the date of its engagement hereunder, the Accountant shall determine whether the objections set forth in AWC Objection Statement are valid and shall issue a ruling which shall include the calculation of Draft Adjusted Working Capital, in each case as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Holder Representative and pursuant to the Accountant’s resolution of the AWC Unresolved Objections. Such adjusted Draft Adjusted Working Capital shall be deemed to be the Final Adjusted Working Capital. (v) The resolution by the Accountant of the AWC Unresolved Objections shall be conclusive and binding upon the Buyer, the Company, the Company Holders and the Holder Representative. The Referee shall make a determination Buyer, the Company, the Holder Representative and the Company Holders agree that the procedures set forth in this Section 1.6 for resolving disputes with respect to the disputed matters submitted to it and determine the Net Draft Adjusted Working Capital shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit the Buyer or the Holder Representative from instituting litigation to enforce the ruling of the Company Accountant. (vi) The Buyer, on the one hand, and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the RepresentativeHolders, on behalf of Transferor, and HSE by the Refereeother hand, shall each be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and responsible for fifty percent (iii50%) of the fees and expenses of the Referee Accountant. Promptly following the receipt by the Holder Representative and the Buyer of a statement of the Accountant’s fees and expenses, the Holder Representative and the Buyer shall be borne onedeliver joint written instructions to the Escrow Agent authorizing the Escrow Agent to deliver to the Accountant an amount from the then-half by Transferor and one-half by HSE. The final Net available Working Capital Escrow Fund equal to fifty percent (50%) of the Company as amount of such fees and expenses representing the Calculation Date, as determined in accordance with this Section 2.2(b), is referred amount of such fees and expenses to as be paid by the “Final Net Working CapitalCompany.” (c) If the Final Net Adjusted Working Capital is less than zero$8,700,000, Transferor then the Merger Consideration shall be reduced by an amount equal to such deficiency (represented as a positive number) (such amount, the “Final AWC Deficiency”) and the Buyer and the Holder Representative shall, not more than two calendar days following the date on which the Final Adjusted Working Capital is determined pursuant to this Section 1.6, deliver joint written instructions to the Escrow Agent authorizing the Escrow Agent to deliver (i) to the Buyer, an amount from the then-available Working Capital Escrow Fund equal to the Final AWC Deficiency, (ii) to the Buyer, the portion of the balance of the then-available Working Capital Escrow Fund that is payable to the holders of Vested Options for distribution to such holders of Vested Options and (iii) to the Payment Agent, the portion of the balance of the then-available Working Capital Escrow Fund that is payable to Company Stockholders and the holder of the Warrant pursuant to the terms of this Agreement and the Escrow Agreement for distribution to such Company Stockholders and such holder of the Warrant; provided that if the amount of the Final AWC Deficiency exceeds the then-available Working Capital Escrow Fund, the Buyer shall be entitled to receive an amount equal to such excess from the Available Indemnity Escrow Fund. (d) If the Final Adjusted Working Capital is equal to $8,700,000, then Buyer and the Holder Representative shall, not more than two calendar days following the date on which the Final Adjusted Working Capital is determined pursuant to this Section 1.6, deliver joint written instructions to the Escrow Agent authorizing the Escrow Agent to deliver (i) to the Buyer, the portion of the then-available Working Capital Escrow Fund that is payable to holders of Vested Options for distribution to such holders of Vested Options and (ii) to the Payment Agent the portion of the then-available Working Capital Escrow Fund that is payable to Company Stockholders and the holder of the Warrant pursuant to the terms of this Agreement and the Escrow Agreement for distribution to such Company Stockholders and such holder of the Warrant. (e) If the Final Adjusted Working Capital exceeds $8,700,000, then the Merger Consideration shall be increased by an amount equal to such excess (such amount, the “Final AWC Excess”) and, not more than 5 calendar days following the date on which the Final Adjusted Working Capital is determined pursuant to this Section 1.6, (i) the Buyer and the Holder Representative shall deliver joint written instructions to the Escrow Agent authorizing the Escrow Agent to deliver (A) to the Buyer, the portion of the then then-available Working Capital Escrow Fund that is payable to holders of Vested Options for distribution to such holders of Vested Options and (B) to the Payment Agent the portion of the then-available Working Capital Escrow Fund that is payable to Company Stockholders and the holder of the Warrant pursuant to the terms of this Agreement and the Escrow Agreement for distribution to such Company Stockholders and the holder of the Warrant, (ii) the Buyer shall promptly deliver that portion of the Final AWC Excess that is payable to Company Stockholders and the holder of the Warrant to the Payment Agent for distribution to the Company Stockholders and the holder of the Warrant, respectively, and (iii) the Buyer shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zeroholders of Vested Options, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation portion of the Final Cost Adjustments AWC Excess that is less than such sum set forth in the calculation payable to holders of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cashVested Options.

Working Capital Adjustment. (a) The Company willNo later than 90 days after the Closing Date, Purchaser shall prepare in good faith and in consultation with HSE, prepare and deliver to HSE within three (3) days before the Closing Date (i) Seller a calculation of the Closing Indebtedness Pay-Off Amount statement (the “Estimated Closing Indebtedness Pay-Off AmountWorking Capital Statement”), (ii) a in the form of the Form of Working Capital Statement that sets forth Purchaser’s calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”)Adjusted Working Capital and Reference Adjusted Working Capital, and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to ClosingWorking Capital Principles. (b) No later than ninety (90) days following Thereafter, at the Closingrequest of Seller, HSE Purchaser shall cause give Seller reasonable access during normal business hours to be prepared (i) a statement Purchaser’s working papers and any working papers of Purchaser’s independent accountants relating to the preparation of the Net Working Capital Statement, as well as the books and records of Purchaser that relate to the Business that are relevant to Purchaser’s calculation of Closing Adjusted Working Capital and Reference Adjusted Working Capital; provided, however, that the independent accountants of Purchaser shall not be obligated to make any working papers available to Seller unless and until Seller has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants. In addition, Purchaser shall make its representatives responsible for and knowledgeable about the information used in, and the preparation and calculation of, the Working Capital Statement, reasonably available to answer questions with respect to the contents of the Company as of the Calculation Date (the “Net Working Capital Statement and Seller’s calculation of Closing Statement”Adjusted Working Capital and Reference Adjusted Working Capital. (c) and (ii) a Seller shall be entitled to dispute the calculation of the Closing Indebtedness Pay-Off Amount, Adjusted Working Capital or the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions Reference Adjusted Working Capital set forth in this Agreement the Working Capital Statement if it delivers a written notice (an “Objection Notice”) to Purchaser within 60 days after delivery of the Working Capital Statement (the “Final Cost AdjustmentsObjection Period”). The Net Objection Notice shall contain a reasonably detailed description of any changes that Seller proposes to be made to the calculation of the Closing Adjusted Working Capital Closing Statement shall contain line item detail comparable to or the balance sheet included Reference Adjusted Working Capital set forth in the most recent Financial Statements with respect Working Capital Statement. If Seller does not deliver an Objection Notice to Purchaser within the components Objection Period, Seller shall not be entitled to dispute the calculation of Closing Adjusted Working Capital or the Reference Adjusted Working Capital set forth in the Working Capital Statement, which shall be final and binding on each of the Net Working Capital Parties. (d) If Seller delivers an Objection Notice to Purchaser within the Objection Period, Seller and Purchaser shall attempt in good faith to agree upon the amount of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Adjusted Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive Reference Adjusted Working Capital during the period commencing on the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection the Objection Notice and ending 30 days thereafter (the “Negotiation Period”). If Seller and Purchaser agree in writing on the Closing Adjusted Working Capital and the Reference Adjusted Working Capital (whether such amounts are the same as or different from the amounts set forth in the Working Capital Statement) during the Negotiation Period, the Closing Adjusted Working Capital and the Reference Adjusted Working Capital shall be the amounts agreed upon by the RepresentativeParties. (e) If Seller and Purchaser do not agree in writing on the Closing Adjusted Working Capital or the Reference Adjusted Working Capital prior to the expiration of the Negotiation Period, on behalf each Party shall (A) jointly engage Pxxxxx Mxxxx, or, if such firm declines to serve as accounting arbiter or the Parties agree in writing not to engage such firm, such other firm of Transferorindependent public accountants as mutually agreed upon by Purchaser and Seller (the “Accounting Arbiter”) and (B) submit to the Accounting Arbiter, there are any matters not later than 15 days after the end of the Negotiation Period, a statement containing its calculation of the items in dispute (each, an “Arbiter Statement”), which shall include only those items set forth in the Objection Notice that remain in disputedispute at the expiration of the Negotiation Period. The Accounting Arbiter, then the remaining acting as an expert and not as an arbitrator, shall make a final and binding determination as to all matters in dispute as promptly as practicable after its appointment. In determining the proper amount of the Closing Adjusted Working Capital and/or the Reference Adjusted Working Capital, as applicable, the Accounting Arbiter shall be submitted bound by the terms of this Section 2.6 and may not increase the amount of any item in dispute above the highest amount set forth in the Arbiter Statement nor decrease any such amount below the lowest amount set forth in the Arbiter Statement. The Accounting Arbiter shall not review any line items or make any determination with respect to Xxxx & Associates any matter other than those matters set forth in the Arbiter Statement. The Accounting Arbiter shall send its written determination of the Closing Adjusted Working Capital and/or the Reference Adjusted Working Capital, as applicable, to Seller and Purchaser, and such determination and calculation shall be final and binding on the Parties, absent fraud or manifest error. The fees and expenses of the Accounting Arbiter shall be borne by Purchaser and Seller in inverse proportion to the dollar amount of the items in dispute set forth in the Arbiter Statements as to which such Party prevails in the accounting arbitration, which proportionate allocations shall also be determined by the Accounting Arbiter at the time it renders its determination on the merits of the matters in dispute. The Accounting Arbiter may not award damages, interest or penalties to any party with respect to any matter. (f) Once a final and binding determination of the “Referee”Closing Adjusted Working Capital and the Reference Adjusted Working Capital has been made in accordance with the applicable provisions of this Section 2.6: (i) within if the following Closing Adjusted Working Capital is greater than the sum of $10 million plus the Reference Adjusted Working Capital, then Purchaser shall make a payment to Seller in accordance with Section 2.6(g) equal to the difference between (A) the Closing Adjusted Working Capital and (B) the sum of $10 million plus the Reference Adjusted Working Capital; (ii) if the Closing Adjusted Working Capital is less than the sum of the Reference Adjusted Working Capital less $10 million, then Seller shall make a payment to Purchaser in accordance with Section 2.6(g) equal to the difference between (X) the sum of the Reference Adjusted Working Capital less $10 million and (Y) the Closing Adjusted Working Capital; or (iii) if the Closing Adjusted Working Capital is equal to or greater than the sum of the Reference Adjusted Working Capital less $10 million and equal to or less than the sum of the Reference Adjusted Working Capital plus $10 million, then neither Purchaser nor Seller shall be required to make any payment to the other pursuant to this Section 2.6. (g) Any payment required to be made pursuant to Section 2.6(f) shall be made no later than five (5) Business Days for resolution. The Referee shall make after a determination with respect to the disputed matters submitted to it final and determine the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the binding determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Closing Adjusted Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated Reference Adjusted Working Capital has been made in accordance with the past practices utilized applicable provisions of this Section 2.6 (the “Payment Date”) in preparing immediately available funds to such account or accounts as is designated in writing by the most recent Financial StatementsParty receiving such payment; provided that if such payment required to be made exceeds $5 million, and then $5 million shall be binding paid no later than the Payment Date and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses amount of the Referee payment exceeding $5 million shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital paid no later than the first anniversary of the Company Payment Date. (h) Notwithstanding anything contained in this Section 2.6 to the contrary, if any BFN Irrevocable Offer has not been accepted as of the Calculation DateClosing by the relevant BFN Seller, as determined then the Parties will cooperate in accordance with this Section 2.2(b)good faith to reasonably agree on an equitable adjustment to the figures set forth in clause (a) of the definitions of PI Reference Accounts Payable, is referred PI Reference Accounts Receivable, PI Reference Inventory, DI Reference Accounts Payable, DI Reference Accounts Receivable and DI Reference Inventory to as reflect the “Final Net exclusion of the relevant BFN Assets and BFN Swiss Assets from the calculation of Reference Adjusted Working Capital and Closing Adjusted Working Capital.” (c) If the Final Net Working Capital is less than zero, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cash.

Working Capital Adjustment. (a) The Company willWithin ninety (90) days after the Closing Date, in good faith and in consultation with HSE, (i) Buyer shall prepare and deliver to HSE within three GB Ltd. a statement (3the “Closing Statement”) days before the Closing Date setting forth (iA) a Buyer’s calculation of the Closing Indebtedness Pay-Off Amount aggregate amount of Cash and Cash Equivalents as of the Calculation Time (the “Estimated Closing Indebtedness Pay-Off AmountCash”), (ii) a calculation the aggregate amount of Indebtedness of the Acquired Companies as of the Closing Cash Amount (the “Estimated Closing Cash Indebtedness”), and Working Capital (the “Closing Working Capital Amount”), and (iiiB) a calculation balance sheet of the AS&O Business, in substantially the form set forth in Section 2.4(a)(ii) of the Disclosure Schedule, as of the Closing Date, and (ii) GB Ltd. shall prepare and deliver to Buyer a statement setting forth GB Ltd.’s estimate of Retained Payables. The Parties agree that the purpose of preparing the Closing Statement is to measure (A) the difference between the Closing Working Capital Amount and Estimated Closing Working Capital Amount and (B) differences between Closing Cash and Closing Indebtedness against Estimated Closing Cash and Estimated Closing Indebtedness, and such process is not intended to permit the introduction of different accounting methods, policies, principles, practices and procedures for the purposes of preparing the Closing Statement for purposes of calculating the Closing Working Capital Amount, the amount of Unpaid Transaction Costs (Closing Cash or the “Estimated Unpaid Transaction Costs Amount”)amount of Closing Indebtedness, (collectively, except to the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation extent any of the Estimated Pre-Closing Adjustments will be prepared by the Company Working Capital Amount, Estimated Closing Cash or Estimated Closing Indebtedness was not calculated in accordance with the definitions set forth in provisions of this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than ninety If GB Ltd. in good faith disputes the Closing Working Capital Amount, amount of Closing Cash or amount of Closing Indebtedness as shown on the Closing Statement prepared by Buyer, then GB Ltd. shall deliver to Buyer, within sixty (9060) days following after receipt of the ClosingClosing Statement, HSE shall cause to be prepared (i) a statement of the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing StatementDispute Notice”) and (ii) a setting forth GB Ltd.’s calculation of the correct Closing Indebtedness Pay-Off Working Capital Amount, the amount of Closing Cash Amount or amount of Closing Indebtedness, as may be in dispute, and the Unpaid Transaction Costs prepared describing in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item reasonable detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection)such determination. If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein The Parties shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith use reasonable commercial efforts to resolve any such differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to regarding the determination of the matters Closing Working Capital Amount, amount of Closing Cash or amount of Closing Indebtedness, as may be in dispute and dispute, for a period of forty-five (45) days after the date that GB Ltd. has delivered the Dispute Notice to discuss Buyer. If the Parties resolve such determination with differences, the Referee; (ii) the determination Closing Working Capital Amount, amount of Closing Cash or amount of Closing Indebtedness as agreed to by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, Parties shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall deemed to be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Working Capital.” (c) If the Final Net Closing Working Capital is less than zeroAmount”, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the “Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis Closing Cash” and the amount of such excess in cash; provided, however, such payment by HSE shall not be due “Final Closing Indebtedness” and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) Statement agreed to by the Parties shall be deemed to be the “Final Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cashStatement”.

Working Capital Adjustment. (a) The Company willAs promptly as reasonably practicable after the Closing Date, in good faith and in consultation with HSEany event not later than sixty (60) days after the Closing Date, the Surviving Corporation shall prepare and deliver to HSE within three the Shareholders' Representative (3) days before such delivery, the "Working Capital Post-Closing Date Delivery"): (i) a calculation balance sheet of the Closing Indebtedness Pay-Off Amount Company (without giving effect to the consummation of the transactions contemplated hereby) prepared as of the close of business on July 31, 2005 in accordance with GAAP (the “Estimated "Closing Indebtedness Pay-Off Amount”Date Balance Sheet"), ; and (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE Date Working Capital and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to ClosingAggregate Adjustment Amount. (b) No later than ninety The Shareholders' Representative (90) days following the Closing, HSE shall cause to be prepared (i) a statement of the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) for and (ii) a calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, the Shareholders) shall have a period of thirty (30) days following its receipt of from the Net date the Surviving Corporation makes the Working Capital Post-Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets Delivery (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net "Working Capital Dispute Period") to notify the Surviving Corporation, in writing, as to whether the Shareholders' Representative agrees or disagrees with the Working Capital Post-Closing StatementDelivery (such written notice, the Final Cost Adjustments or the related worksheets, then the Net "Working Capital Dispute Notice"). During the Working Capital Dispute Period, the Shareholders' Representative and the Final Cost Adjustments respectively reflected therein his or her accountants shall be binding permitted to review (during regular business hours and conclusive on upon reasonable prior notice) the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital working papers of the Company Surviving Corporation and (where applicable) the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material Surviving Corporation's accountants relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Working CapitalPost-Closing Delivery.” (c) If the Final Net Shareholders' Representative delivers the Working Capital Dispute Notice to the Surviving Corporation during the Working Capital Dispute Period, the Shareholders' Representative and the Surviving Corporation shall, for a period of forty-five (45) days from the date the Working Capital Dispute Notice is less than zerodelivered to the Surviving Corporation (such period, Transferor the "Working Capital Resolution Period"), use their respective best efforts to amicably resolve the items in dispute. Any items so resolved by the parties shall promptly pay be deemed to HSE an aggregate amount be final and correct as so resolved and shall be binding upon each of the parties hereto. (d) If the Shareholders' Representative and the Surviving Corporation are unable to resolve all of the items in cash equal dispute during the Working Capital Resolution Period, then Shareholders' Representative or the Surviving Corporation may refer the items remaining in dispute to the Independent Accountants. Such referral shall be made in writing to the Independent Accountants, copies of which shall concurrently be delivered to the non-referring party hereto. The referring party shall furnish the Independent Accountants, at the time of such deficiencyreferral, with the Working Capital Post-Closing Delivery and the Working Capital Dispute Notice. The parties shall also furnish the Independent Accountants with such other information and documents as the Independent Accountants may reasonably request in order for them to resolve the items in dispute. The parties hereto shall also, within ten (10) days of the date the items in dispute are referred to the Independent Accountants, provide the Independent Accountants with a written notice (a "Working Capital Position Statement") describing in reasonable detail their respective positions on the items in dispute (copies of which will concurrently be delivered to the other party hereto). If the Final Net any party fails to timely deliver its Working Capital Position Statement to the Independent Accountants, the Independent Accountants shall resolve the items in dispute solely upon the basis of the information otherwise provided to them. The Independent Accountants shall resolve all disputed items in a written determination to be delivered to each of the parties hereto within forty-five (45) days after such matter is greater than zero, HSE shall pay referred to Transferor on a dollar-for-dollar basis the amount of such excess in cashthem; provided, however, that any delay in delivering such payment by HSE determination shall not invalidate such determination or deprive the Independent Accountants of jurisdiction to resolve the items in dispute. The decision of the Independent Accountants as to the items in dispute shall be final and binding upon the parties hereto and shall not be due subject to judicial review or arbitration. The fees and payable expenses of the Independent Accountants incurred in the resolution of any items in dispute shall be determined by the Independent Accountants and set forth in their report and shall be allocated and paid by the Shareholders, on one hand, and the Surviving Corporation, on the other hand, in inverse proportion to Transferor until the thirtieth extent they prevailed on the items in dispute. (30the) day Within five (5) days following date on which the date Aggregate Adjustment Amount is finally determined pursuant to this Agreement: (i) if the Aggregate Adjustment Amount is a positive number, the Surviving Corporation shall pay each Shareholder, in immediately available funds to an account designated by such Shareholder in writing, an amount equal to the result obtained by multiplying (A) that HSE has collected Shareholder's Pro-Rata portion, by (B) the amount of the Aggregate Adjustment Amount; and (ii) if the Aggregate Adjustment Amount is a negative number, each Shareholder shall pay the Surviving Corporation, in immediately available funds to an account designated by the Surviving Corporation in writing, an amount equal to the result obtained by multiplying (A) that Shareholder's Pro-Rata portion, by (B) the Aggregate Adjustment Amount; provided that any negative Aggregate Adjustment Amount shall be net of the aggregate amount of Accounts Receivable in excess cash and cash equivalents of the aggregate current liabilities included Company as of July 31, 2005. For purposes of this calculation, Merger Sub agrees not to withdraw cash or cash equivalents from the Surviving Corporation until after July 31, 2005. Notwithstanding the forgoing, if the Escrow Agreement is in the calculation full force and effect as of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness PayDate, Voting Trustee's Pro-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation Rata portion of the Final Cost Adjustments is less than such sum set forth Aggregate Adjustment Amount, as determined by this Section 2.4(e), shall be paid to the Escrow Agent to be held in escrow pursuant to the calculation terms of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cashEscrow Agreement.

Working Capital Adjustment. (a) The Company willAt least three (3) Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a draft Estimated Balance Sheet, which shall be prepared in good faith and in consultation accordance with HSE, prepare and deliver to HSE within three (3) days before the Closing Date (i) a calculation of the Closing Indebtedness Pay-Off Amount (the “Estimated Closing Indebtedness Pay-Off Amount”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”Accounting Principles set forth on Schedule 2.3(a), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items statement setting forth in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The reasonable detail Seller’s calculation of the Estimated Pre-Closing Adjustments will be prepared by Net Working Capital based upon the Company in accordance with draft Estimated Balance Sheet. To the definitions set forth in this Agreement. If HSE disputes any extent the Estimated Net Working Capital exceeds the Target Net Working Capital, then the portion of the Purchase Price paid by Buyer to Seller at Closing pursuant to Section 2.2(b)(iv) shall be increased by the amount of such excess. To the extent the Estimated Pre-Closing Adjustments prior to ClosingNet Working Capital is less than the Target Net Working Capital, then HSE and the Company will negotiate in good faith in an effort portion of the Purchase Price paid by Buyer to resolve any Seller at Closing pursuant to Section 2.2(b)(iv) shall be reduced by the amount of such dispute at or prior to Closingshortfall. (b) No later than ninety Within forty-five (9045) days following the ClosingClosing Date, HSE Buyer shall cause prepare and deliver to Seller a draft Final Balance Sheet, which shall be prepared (i) in good faith and in accordance with the Accounting Principles set forth on Schedule 2.3(a), and a statement of the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) and (ii) a setting forth in reasonable detail Buyer’s calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable to based upon the balance sheet included in the most recent Financial Statements with respect to the components draft Final Balance Sheet. (c) Following its receipt from Buyer of the Net Working Capital of draft Final Balance Sheet and the Company as of the Calculation Date. The RepresentativeClosing Statement, on behalf of Transferor, Seller shall have a period of thirty (30) days following its receipt to review the draft Final Balance Sheet and the Closing Statement (and Seller shall have the right to (i) examine all accounting records, including work papers and financial records used or generated in connection with the preparation of the Net Working Capital draft Final Balance Sheet and the Closing Statement and such other documents as Seller may reasonably request in connection with its review of the draft Final Balance Sheet and the Closing Statement and (ii) have access to all Facilities and all employees and agents of Buyer, the Companies and the AEC Subsidiary as Seller may reasonably request in connection with its review of the draft Final Balance Sheet and the Closing Statement) and to inform Buyer in writing of any disagreement that it may have with the draft Final Balance Sheet and the Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferorwhich objection shall, to the Net Working Capital extent practicable, specify in reasonable detail Seller’s disagreement with the draft Final Balance Sheet and the Closing Statement, Statement (the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection“Objection”). If, If Buyer does not receive the Objection within such thirty (30) day period, the Representative, on behalf draft Final Balance Sheet and the amount of Transferor, has not given HSE written notice of its objection to the Final Net Working Capital set forth on the Closing StatementStatement shall be deemed to have been accepted by Seller and shall become binding upon Seller, and the calculation of the Final Cost Adjustments or the related worksheets, then the Net Working Capital on the Closing Statement shall be the Final Net Working Capital. If Seller timely delivers an Objection to Buyer, Buyer shall then have ten (10) Business Days from the date of receipt of such Objection (the “Review Period”) to review and respond to the Objection in writing (and Buyer shall have the right to examine the work papers and financial records used or generated in connection with the preparation of the Objection and such other documents as Buyer may reasonably request in connection with its review of the Objection); provided, however, that Buyer’s response to any Objection shall be limited to those specific disagreements listed in the Objection. If Seller does not receive a written response from Buyer within such ten (10) Business Day period, the draft Final Balance Sheet and the amount of the Final Cost Adjustments respectively reflected therein Net Working Capital set forth in the Objection shall be deemed to have been accepted by Buyer and shall become binding upon Buyer, and conclusive on the Parties and used calculation of the Final Net Working Capital contained in making the adjustment provided for in Section 2.2(c)Objection shall be the Final Net Working Capital. If the RepresentativeBuyer does timely deliver a written response within such ten (10) Business Day period, on behalf of Transferor, timely provides any such objection, Transferor Buyer and HSE Seller shall work attempt in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination disagreements with respect to the disputed matters submitted Final Balance Sheet and the determination of the Final Net Working Capital. If they are unable to it and determine resolve all of their disagreements with respect to the Final Balance Sheet and/or the determination of the Final Net Working Capital within twenty (20) days following the expiration of Buyer’s Review Period, Buyer and Seller shall promptly refer the Company dispute to a certified public accounting firm reasonably acceptable to both Seller and Buyer (the “CPA Firm”), which shall resolve such disagreements. In the event that Buyer and Seller cannot mutually agree on a certified public accounting firm within thirty (30) days following the expiration of Buyer’s Review Period, each of Buyer and Seller shall select a certified public accounting firm, and such two certified public accounting firms shall mutually select a third certified public accounting firm to serve as the CPA Firm within ten (10) days thereafter. Buyer and Seller shall direct the CPA Firm to use its reasonable best efforts to render its determination within forty-five (45) days after the dispute is first submitted to the CPA Firm. The CPA Firm’s determination shall be conclusive and binding upon Buyer and Seller. Buyer and Seller shall make readily available to the CPA Firm all relevant books and records relating to the Closing Statement and all other items reasonably requested by the CPA Firm. Nothing in this Section 2.3(c) shall be construed to authorize or permit the CPA Firm to resolve any differences among Buyer and Seller other than those unresolved disagreements listed in the Objection, and the CPA Firm shall not be authorized or permitted to do so. In resolving any disagreements, the CPA Firm shall be bound by the provisions of this Section 2.3 and may not assign a value to any item greater than the greatest value for such item claimed by either Buyer or Seller or less than the smallest value for such item claimed by either Buyer or Seller. The Final Balance Sheet and the Final Cost Adjustments Net Working Capital as determined by the CPA Firm shall be the Final Balance Sheet and the Final Net Working Capital. The Closing Statement as agreed to (or deemed to be agreed to) by Buyer and Seller or as determined by the CPA Firm shall be referred to as the “Final Closing Statement.” (d) To the extent that the Final Net Working Capital on the Final Closing Statement exceeds the Estimated Net Working Capital, then Buyer shall pay, within two (2) Business Days of the Calculation Date determination of the Final Net Working Capital as provided in Section 2.3(c), to Seller in cash, by wire transfer of immediately available funds to the account(s) designated by Seller in writing, the amount of such excess. To the extent that the Final Net Working Capital reflected on the Final Closing Statement is less than the Estimated Net Working Capital, then Seller shall pay, within 30 days after two (2) Business Days of the objections that remain determination of the Final Net Working Capital as provided in dispute are submitted Section 2.3(c), to it. Buyer in cash, by wire transfer of immediately available funds to the account designated by Buyer in writing, the amount of such shortfall. (e) If any unresolved objections are submitted to the Referee CPA Firm for resolutionresolution as provided above, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee CPA Firm shall be borne one-half allocated between Buyer, on the one hand, and Seller, on the other hand, based upon the relationship the contested amount not awarded to each party bears to the amount actually contested by Transferor such party. For example, if Buyer claims that the appropriate adjustments are $1,000 greater than the amount determined by Seller, and one-half if the CPA Firm ultimately resolves such claim by HSE. The final Net Working Capital awarding to Buyer $300 of the Company as $1,000 contested, then the fees, costs and expenses of the Calculation Date, as determined in accordance with CPA Firm will be allocated 70% to Buyer and 30% to Seller. (f) Any payments due under this Section 2.2(b), is referred 2.3 shall bear interest from the Closing Date to as the date of actual payment at a rate equal to the “prime rate” adjusted on a daily basis as published from time to time in The Wall Street Journal. (g) Notwithstanding any provision set forth in this Section 2.3 or elsewhere in this Agreement to the contrary, there is no general agreement among the parties to submit disputes under this Agreement to arbitration. For the avoidance of doubt, all matters contemplated by the draft Final Balance Sheet, the draft Closing Statement, Buyer’s calculation of the Final Net Working Capital.” (c) If , any Objection thereto, Buyer’s response to any such Objection, the determination of the Final Net Working Capital is less than zeroBalance Sheet, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In , the event the sum of (i) the Final Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth Statement and any matters reasonably related thereto or which are reflected in the calculation Financial Statements that are resolved pursuant to this Section 2.3 shall be deemed to be fully and finally settled and resolved and shall not be subject to indemnification pursuant to Article VIII hereof, provided, however that if such matters did, or would have been deemed to, result from a breach by Buyer, Seller or the Companies of this Agreement, each of the Final Cost Adjustments is less than parties hereto reserves their rights under this Agreement, on behalf of itself, the Buyer Indemnified Parties and the Seller Indemnified Parties, to seek indemnification for such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of claims for Losses with respect to any such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cashotherwise resolved claim.

Working Capital Adjustment. (a) The Company will, in good faith and in consultation with HSE, Seller shall prepare and deliver to HSE Buyer within three 45 days after the date hereof an unaudited balance sheet of the Company prepared as of the close of business on the date hereof in accordance with generally accepted accounting principles as applied by the Company consistent with past practices (3the “Closing Balance Sheet”) days before the Closing Date (i) and a calculation of the Working Capital (as defined below) as of the close of business on the date hereof based on such Closing Indebtedness Pay-Off Amount Balance Sheet (the “Estimated Closing Indebtedness PayWorking Capital Calculation”) and all workpapers and back-Off Amount”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closingup materials relating thereto. (b) No later than ninety (90) days On or prior to the 21st day following the Closing, HSE shall cause to be prepared (i) a statement of the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) and (ii) a calculation Seller’s delivery of the Closing Indebtedness PayBalance Sheet and the Closing Working Capital Calculation, Buyer may give Seller a written notice stating in reasonable detail Buyer’s objections (an “Objection Notice”) to the Closing Balance Sheet or the Closing Working Capital Calculation. Any Objection Notice shall specify in reasonable detail the dollar amount of any objection and the basis therefor. Any determination set forth on the Closing Balance Sheet or the Closing Working Capital Calculation which is not specifically objected to in the Objection Notice shall be deemed acceptable and shall be final and binding upon the parties hereto upon delivery of the Objection Notice. If Buyer does not give Seller an Objection Notice within such 21-Off Amountday period, then the Closing Balance Sheet and the Closing Working Capital Calculation shall be conclusive and binding upon the parties hereto and the Working Capital set forth in the Closing Working Capital Calculation will constitute the Working Capital for purposes of this Section 3. Seller and Buyer agree to cooperate with each other in good faith to provide access to the Company’s books and records and its personnel and accountants as may be reasonably necessary for Seller to prepare, or Buyer to review, the Closing Cash Amount Balance Sheet and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Closing Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty Calculation. (30c) days following its Following Seller’s receipt of the Net Working Capital Closing Statementany Objection Notice, the Final Cost Adjustments Buyer and related worksheets Seller shall attempt to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work negotiate in good faith to resolve such dispute. In the event that Buyer and Seller fail to agree on any differences with respect thereto. If, at of Buyer’s proposed adjustments set forth in the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date Objection Notice within 30 days after Seller receives the objections Objection Notice, Buyer and Seller agree that remain in dispute are submitted to it. If any objections are submitted to a mutually acceptable accounting firm of nationally recognized standing (the Referee for resolution“Independent Accounting Firm”) shall, (i) each Party shall furnish to within the Referee 35-day period immediately following such work papers and other documents and information relating to such objections as 30-day period, make the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the final determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Dateclose of business on the date hereof in accordance with the terms of this Agreement. Buyer and Seller each shall provide the Independent Accounting Firm with their respective determinations of Working Capital as of the close of business on the date hereof. The Independent Accounting Firm shall make an independent determination of Working Capital as of the close of business on the date hereof that, assuming compliance with the previous clause, shall be final and binding on Buyer and Seller. Notwithstanding the above, the Independent Accounting Firm shall serve as an arbitrator of the dispute rather than an auditor. The fees, costs and expenses of the Independent Accounting Firm shall be paid by the party hereto whose calculation of Working Capital was different by the greater amount from that of the Independent Accounting Firm. (d) If the Working Capital as of the close of business on the date hereof is equal to the Target Working Capital (as defined below), then there shall be no adjustment to the consideration paid on the date hereof by Buyer to Seller as set forth in a written notice delivered Section 2 hereof. To the extent that the Working Capital as finally determined pursuant to each of this Section 3 is less than the RepresentativeTarget Working Capital (the “Working Capital Deficiency”), on behalf of Transferor, and HSE by the Referee, then Seller shall be calculated in accordance with required to pay to Buyer, within five business days after the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses calculation of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined becomes binding in accordance with this Section 2.2(b)3, is referred by wire transfer of immediately available funds to as the “Final Net Working Capital.” (c) If accounts designated in writing by Buyer, an amount equal to the Final Net Working Capital is less than zeroDeficiency, Transferor together with interest at the rate of 8% per annum, which interest shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If begin accruing on the Final Net Working Capital is greater than zero, HSE shall pay to Transferor date hereof and end on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in payment is made. To the extent that the Working Capital as finally determined pursuant to this Section 3 exceeds the Target Working Capital (the “Working Capital Surplus”), then Buyer shall be required to pay to Seller, within five business days after the calculation of Final Net Working Capital. In Capital becomes binding in accordance with this Section 3, by wire transfer of immediately available funds to the event accounts designated in writing by Seller, an amount equal to the sum Working Capital Surplus, together with interest at the rate of (i) 8% per annum, which interest shall begin accruing on the Closing Cash Amount minus (ii) date hereof and end on the Closing Indebtedness Pay-Off Amount minus (iii) date that the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments payment is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cashmade.

Working Capital Adjustment. (a) The Company willPrior to the date hereof, in IAC delivered to Liberty (i) along with an estimated unaudited balance sheet of Evite as of the Closing Date (the “Evite Estimated Balance Sheet”), a statement (the “Evite Estimated Working Capital Statement”) setting forth IAC’s good faith estimate of the Evite Estimated Working Capital Amount and setting forth in consultation reasonable detail the components and calculation thereof as of the Closing Date, (ii) along with HSEan estimated unaudited balance sheet of Gifts as of the Closing Date (the “Gifts Estimated Balance Sheet”), prepare a statement (the “Gifts Estimated Working Capital Statement”) setting forth IAC’s good faith estimate of the Gifts Estimated Working Capital Amount and deliver setting forth in reasonable detail the components and calculation thereof as of the Closing Date, and (iii) along with an estimated unaudited balance sheet of IAC Advertising as of the Closing Date (the “IACa Estimated Balance Sheet” and, collectively with the Evite Estimated Balance Sheet and the Gifts Estimated Balance Sheet, the “Estimated Balance Sheets”), a statement (the “IACa Estimated Working Capital Statement” and, collectively with the Evite Estimated Working Capital Statement and the Gifts Estimated Working Capital Statement, the “Estimated Working Capital Statements”) setting forth IAC’s good faith estimate of the IACa Estimated Working Capital Amount and setting forth in reasonable detail the components and calculation thereof as of the Closing Date. (b) Each of the Estimated Balance Sheets (and the Closing Date Balance Sheets as set forth below in Section 3.02(c) hereof): (i) shall be prepared in accordance with GAAP applied on a basis consistent with the Evite Interim Balance Sheet (in the case of the Evite Estimated Balance Sheet and the Evite Closing Date Balance Sheet), the Gifts Interim Balance Sheet (in the case of the Gifts Estimated Balance Sheet and the Gifts Closing Date Balance Sheet), and the IACa Interim Balance Sheet (in the case of the IACa Estimated Balance Sheet and the IACa Closing Date Balance Sheet); provided, however, that the Estimated Balance Sheets shall not be deemed to HSE have not been prepared in accordance with GAAP by virtue of the (A) absence of footnotes, (B) absence of comparative period financial information or (C) failure to comply with the presentation format prescribed by GAAP; (ii) shall assume that (or in the case of the Closing Date Balance Sheets, give effect to, as having been completed at or prior to the Closing) the Evite Contribution, the Evite Spin-Off, and the transactions contemplated by Section 6.05 have been completed; and (iii) shall not reflect the Initial Cash Amount to be contributed to the Company or any cash amounts to be distributed to IAC or any of its Affiliates (other than the Transferred Subsidiaries) by any of the Transferred Subsidiaries prior to the Closing. (c) Within 20 Business Days after the Closing Date, Liberty will cause to be prepared and delivered to IAC the unaudited balance sheet of Evite as of the Closing Date (the “Evite Closing Date Balance Sheet”), the unaudited balance sheet of Gifts as of the Closing Date (the “Gifts Closing Date Balance Sheet”) and the unaudited balance sheet of IAC Advertising as of the Closing Date (the “IACa Closing Date Balance Sheet” and, together with the Evite Closing Date Balance Sheet and the Gifts Closing Date Balance Sheet, the “Closing Date Balance Sheets”). The Closing Date Balance Sheets will be prepared in accordance with Section 3.02(b). Liberty will also cause to be prepared and delivered to IAC within three (3) days before 20 Business Days after the Closing Date (i) a statement (the “Evite Closing Date Working Capital Statement”) setting forth the Evite Working Capital Amount, and the components and calculation thereof, as of the Closing Indebtedness Pay-Off Amount Date (the “Estimated Evite Closing Indebtedness Pay-Off Date Working Capital Amount”), based solely on the Evite Closing Date Balance Sheet, (ii) a statement (the “Gifts Closing Date Working Capital Statement”) setting forth the Gifts Working Capital Amount, and the components and calculation thereof, as of the Closing Cash Amount Date (the “Estimated Gifts Closing Cash Date Working Capital Amount”), based solely on the Gifts Closing Date Balance Sheet, and (iii) a calculation of the amount of Unpaid Transaction Costs statement (the “Estimated Unpaid Transaction Costs IACa Closing Date Working Capital Statement,” and together with the Evite Closing Date Working Capital Statement and the Gifts Closing Date Working Capital Statement, the “Closing Date Working Capital Statements”) setting forth the IACa Working Capital Amount, and the components and calculation thereof, as of the Closing Date (the “IACa Closing Date Working Capital Amount”), (collectivelybased solely on the IACa Closing Date Balance Sheet. The Closing Date Working Capital Statements will assume that the Evite Contribution, the items in clauses (i)—(iii) are referred to as Evite Spin-Off, and the “Estimated Pre-Closing Adjustments”). The calculation transactions contemplated by Section 6.05 have been completed and will not reflect the contribution of the Estimated Pre-Closing Adjustments will Initial Cash Amount or any cash amounts to be prepared distributed to IAC or any of its Affiliates (other than the Transferred Subsidiaries) by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments Transferred Subsidiaries prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (bd) No later than ninety After receipt of the Closing Date Working Capital Statements, IAC will have 30 calendar days to review the Closing Date Working Capital Statements. Liberty (90and, to the extent applicable, its Affiliates, with the Transferred Entities to be automatically deemed so applicable) will cooperate with and provide IAC and its representatives and accountants reasonable access to the books, records, accountants’ work papers, employees, accountants and advisors of Liberty (and, to the extent relevant, of its Affiliates, with the Transferred Entities to be automatically deemed so relevant) in connection with IAC’s review of the Closing Date Working Capital Statements during such 30 calendar day period. If Liberty has complied with its obligations set forth in the preceding sentence (and Liberty shall be deemed to have complied if IAC has not objected in writing to Liberty’s failure to comply prior to the end of such period), unless IAC delivers written notice to Liberty setting forth the specific items disputed by IAC with respect to any Closing Date Working Capital Statement on or prior to the 30th calendar day after IAC’s receipt of the Closing Date Working Capital Statements, IAC will be deemed to have accepted and agreed to each Closing Date Working Capital Statement as to which no dispute notice was timely provided, and each such undisputed statement (and the calculations contained therein) will be final, binding and conclusive. If IAC notifies Liberty of its objections to any Closing Date Working Capital Statement (or specific items or calculations contained therein) within such 30 calendar day period (with such period being tolled for any such time during which Liberty does not comply with its obligations set forth in the second sentence of this clause provided that prior to the end of such period IAC shall have objected in writing to Liberty’s non-compliance), Liberty and IAC shall, within 30 calendar days following the Closing, HSE shall cause delivery of such notice by IAC to be prepared (i) a statement of the Net Working Capital of the Company as of the Calculation Date Liberty (the “Net Working Capital Closing Statement”) and (ii) a calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost AdjustmentsResolution Period”). The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work attempt in good faith to resolve any their differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect to the disputed matters submitted items (or calculations) specified in the notice (the “Disputed Items”), and all items other than the Disputed Items (and all calculations relating to it such undisputed items) will be final, binding and determine conclusive. Any resolution by IAC and Liberty during the Net Working Capital Resolution Period as to any Disputed Item shall be set forth in writing and will be final, binding and conclusive. (e) If IAC and Liberty do not resolve all Disputed Items by the end of the Company and Resolution Period, then all Disputed Items remaining in dispute will be submitted within 20 Business Days after the Final Cost Adjustments as expiration of the Calculation Date within 30 days after Resolution Period to PriceWaterhouseCoopers LLP or such other U.S. national independent accounting firm mutually acceptable to IAC and Liberty (the objections that remain “Neutral Arbitrator”). The Neutral Arbitrator shall act as an arbitrator to determine only those Disputed Items remaining in dispute are submitted to itdispute, consistent with this Section 3.02, and shall request a statement from IAC and Liberty regarding such Disputed Items. If any objections are submitted to In resolving each Disputed Item, the Referee for resolution, Neutral Arbitrator (i) each Party shall furnish may not assign a value to any Disputed Item greater than the Referee greatest value for such work papers Disputed Item claimed by any party or less than the lowest value for such Disputed Item claimed by any party and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the shall make its determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized methods, principles and classifications used in preparing the most recent Financial StatementsEvite Interim Balance Sheet, the Gifts Interim Balance Sheet and the IACa Interim Balance Sheet, respectively, and in accordance with GAAP (excluding normal year-end adjustments). All fees and expenses relating to the work, if any, to be performed by the Neutral Arbitrator will be allocated between IAC and Liberty based upon the percentage which the portion of the contested amount not awarded to IAC or Liberty as applicable bears to the amount actually contested by the parties. In addition, IAC and Liberty shall give the Neutral Arbitrator reasonable access to all documents, records, work papers, facilities and personnel of such party and its Subsidiaries as reasonably necessary to perform its function as arbitrator. The Neutral Arbitrator will deliver to IAC and Liberty a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be binding and conclusive based solely on information provided to the Parties andNeutral Arbitrator by IAC or Liberty) of the Disputed Items submitted to the Neutral Arbitrator within 20 Business Days of receipt of such Disputed Items, absent manifest error, shall constitute an arbitral award that is which determination will be final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSEconclusive. The final Net Evite Working Capital of Amount set forth in the Company as of final, binding and conclusive Evite Closing Date Working Capital Statement (the Calculation Date, as determined “Evite Conclusive Closing Working Capital Statement”) based either upon agreement or deemed agreement by IAC and Liberty or the written determination delivered by the Neutral Arbitrator in accordance with this Section 2.2(b), is referred to as 3.02 will be the “Evite Final Net Working Capital.” (c) If the Final Net Working Capital is less than zero, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Amount.” The Gifts Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of final, binding and conclusive Gifts Closing Date Working Capital Statement (the “Gifts Conclusive Closing Working Capital Statement”) based either upon agreement or deemed agreement by Liberty and IAC or the written determination delivered by the Neutral Arbitrator in accordance with this Section 3.02 will be the “Gifts Final Cost Adjustments is less than such sum Working Capital Amount.” The IACa Working Capital Amount set forth in the calculation of final, binding and conclusive IACa Closing Date Working Capital Statement (the Estimated Pre-“IACa Conclusive Closing Adjustments, Transferor shall promptly pay Working Capital Statement”) based either upon agreement or deemed agreement by Liberty and IAC or the amount of such deficiency to HSE written determination delivered by the Neutral Arbitrator in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cash.accordance with this

Working Capital Adjustment. (ai) The Company willAt the Closing, the Sellers shall deliver to the Buyer an unaudited balance sheet of the Companies (the “Preliminary Balance Sheet”) as at the Closing together with a certificate of the Seller stating that the Preliminary Balance Sheet was prepared in good faith and accordance with OCBOA so as to present fairly in consultation with HSEall material respects the financial condition of the Companies as of such date. (ii) If the Net Working Capital Target exceeds the Net Working Capital as set forth on the Preliminary Balance Sheet, then the Closing Payment shall be reduced at the Closing by an amount equal to such difference. If the Net Working Capital as set forth on the Preliminary Balance Sheet exceeds the Net Working Capital Target at Closing, the Closing Payment shall be increased at the Closing by an amount equal to such difference. (iii) As soon as practicable following the Closing Date (but not later than seventy-five (75) days after the Closing Date), the Buyer shall cause its auditor to prepare and deliver to HSE within three the Seller Representative an audited balance sheet of the Companies (3) days before the “Closing Date (iBalance Sheet”) a calculation as of the Closing Indebtedness Pay-Off Amount (the “Estimated Closing Indebtedness Pay-Off Amount”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”)Date. The calculation of the Estimated Pre-Closing Adjustments will Date Balance Sheet shall be prepared by the Company in accordance with OCBOA in a manner consistent with the definitions set forth Preliminary Balance Sheet so as to present fairly in this Agreement. If HSE disputes any portion all material respects the financial condition of the Estimated Pre-Closing Adjustments prior Companies, it being understood that, in all circumstances, the same methodology, calculation and principles must be used to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than ninety (90) days following the Closing, HSE shall cause to be prepared (i) a statement calculate each of the Net Working Capital of Target, the Preliminary Working Capital and the Closing Working Capital; provided, however, that the Parties hereby acknowledge that the Inventory Value (adjusted for inventory sold and inventory received through the closing date and priced at the price paid by the Company as of using the Calculation Date (Company’s historical inventory pricing methodology) shall be the “Net Working Capital Closing Statement”) and (ii) a calculation of the Closing Indebtedness Pay-Off Amountvalue attributed to Inventory for all purposes, including without limitation, the Closing Cash Amount Date Balance Sheet and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Closing Working Capital Closing Statement and that under no circumstances shall contain line item detail comparable there be any reduction to the balance sheet included in Inventory Value, the most recent Financial Statements with respect Preliminary Working Capital or the Closing Working Capital on account of any slow moving, obsolete or other inventory matters unless there is a corresponding dollar for dollar reduction to the components of the Net Working Capital Target. Unless otherwise consented to by the Sellers, which consent shall not be unreasonably withheld, in the event that the Buyer fails to deliver to the Closing Date Balance Sheet to the Seller Representative prior to the end of such seventy-five (75) day period, the Company Net Working Capital as set forth on the Preliminary Balance Sheet shall be deemed final and conclusive and binding upon the Sellers and the Buyer as the Closing Working Capital. (iv) If the Closing Working Capital exceeds the Preliminary Working Capital, then the Buyer (or, at the Buyer’s direction, the Companies) shall pay promptly (and, in any event, within seven (7) days) to the Sellers an amount in cash that is equal to their respective Pro Rata Share of such excess. If the Calculation DatePreliminary Working Capital exceeds the Closing Working Capital, then the Sellers shall pay promptly (and, in any event, within seven (7) days) to the Buyer an amount in cash that is equal to their respective Pro Rata Share of such excess. The RepresentativeAny such adjustment shall be treated as an adjustment to the Purchase Price. (v) In the event the Seller Representative does not agree with the calculation of Closing Working Capital as reflected on the Closing Date Balance Sheet, on behalf of Transferor, the Seller Representative shall have a period of so inform the Buyer in writing within thirty (30) days following its receipt of the Net Seller Representative’s receipt thereof, such writing to set forth the objections of the Seller Representative in reasonable detail. If the Seller Representative and the Buyer cannot reach agreement as to any disputed matter relating to the Closing Working Capital Closing Statementwithin thirty (30) days after notification by the Seller Representative to the Buyer of a dispute, they shall forthwith refer the Final Cost Adjustments dispute to an Independent Accounting Firm mutually agreeable to the Seller Representative and related worksheets the Buyer for resolution, with the understanding that such firm shall resolve all disputed items within thirty (30) days after such disputed items are referred to provide written notice the Independent Accounting Firm. If the Buyer and the Seller Representative are unable to agree on the choice of an Independent Accounting Firm, they shall select an Independent Accounting Firm by lot (after excluding their respective regular outside accounting firms). The Sellers, on the one hand, and the Buyer, on the other hand, shall bear one-half of the Representative’s objection, on behalf costs of Transferor, such accounting firm. The decision of the accounting firm with respect to all disputed matters relating to the Net Closing Working Capital shall be deemed final and conclusive and shall be binding upon the Sellers and the Buyer. In addition, if the Seller Representative does not object to the Closing Statement, Working Capital within the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day periodperiod referred to above, the RepresentativeClosing Working Capital, as reflected on behalf of Transferorthe Closing Date Balance Sheet as so prepared, has not given HSE written notice of its objection shall be deemed final and conclusive and binding upon the Sellers and the Buyer. (vi) The Seller Representative shall be entitled to have access to the Net Working Capital Closing Statement, books and records of the Final Cost Adjustments or the related worksheets, then the Net Working Capital Companies and the Final Cost Adjustments respectively reflected therein Buyer’s work papers prepared in connection with the Closing Date Balance Sheet and shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and entitled to discuss such determination books and records and work papers with the Referee; (ii) Buyer and those persons responsible for the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction preparation thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Working Capital.” (c) If the Final Net Working Capital is less than zero, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cash.

Working Capital Adjustment. (a) The Company will, in good faith and in consultation with HSE, prepare and deliver to HSE within three (3) Ninety days before after the Closing Date (i) a calculation the "Calculation Date"), the value of the Company's "Net Working Capital" (as defined below) as of the last day of the calendar month prior to the Closing Indebtedness Pay-Off Amount Date shall be calculated. If the value of the Company's Net Working Capital is more than or less than One Hundred Three Thousand and 00/100 Dollars ($103,000) as of the last day of the calendar month prior to the Closing Date, then the Cash Consideration into which the Company Common Stock is to be converted shall be increased or decreased accordingly, dollar for dollar (the “Estimated Closing Indebtedness Pay-Off Amount”"Working Capital Adjustment"), (ii) a calculation . For purposes of the Closing Cash Amount (Working Capital Adjustment, "Net Working Capital" shall mean the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to Company's current assets minus current liabilities as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company determined in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of Company's past practices; provided, however, that the Estimated Pre-Closing Adjustments prior to Closing, then HSE and Company's current assets shall not include the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than ninety (90) days following the Closing, HSE shall cause to be prepared (i) a statement of the Net Working Capital of the Company Company' accounts receivable that remain unpaid as of the Calculation Date (the “Net Working Capital Closing Statement”) and (ii) a calculation "Excluded Accounts"). In consideration of the Closing Indebtedness Pay-Off Amountforegoing, the Closing Cash Amount and the Unpaid Transaction Costs prepared Shareholder, in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferorhis sole discretion, shall have a period of thirty (30) days following its receipt the right to acquire any Excluded Accounts from the Surviving Corporation incident to the Working Capital Adjustment. If the amount of the Net Working Capital Closing StatementAdjustment has been determined at the time Shareholder surrenders certificates representing the Company's Common Stock in exchange for the Merger Consideration as provided in Section 2.2 above, the Final Cost Adjustments and related worksheets to provide written notice Cash Consideration shall be increased or decreased, as applicable, by the amount of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing StatementAdjustment (and shall also be reduced by the amount of the Debt Adjustment, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(cif any). If the Representative, on behalf amount of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, the Working Capital Adjustment has not been determined at the end of a fifteen (15)-day period from time such certificates are surrendered, the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute Cash Consideration shall be submitted paid to Xxxx & Associates (Shareholder without such Working Capital Adjustment; provided that if the “Referee”) within Working Capital Adjustment reduces the following five (5) Business Days for resolution. The Referee Cash Consideration, Shareholder shall make a determination with respect pay such adjustment to the disputed matters submitted to it and determine the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date Parent via wire transfer within 30 three (3) days after the objections that remain in dispute are submitted Working Capital Adjustment is finally determined, and if the Working Capital Adjustment increases the Cash Consideration, the Parent shall pay such adjustment to itShareholder via wire transfer within three (3) business days after the Working Capital Adjustment is finally determined. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and No interest will be afforded the opportunity to present to the Referee any material relating to the determination payable in respect of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Working CapitalAdjustment.” (c) If the Final Net Working Capital is less than zero, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cash.

Working Capital Adjustment. (a) The Company willAt Closing, in good faith and in consultation with HSESeller's Unadjusted Imputed Equity Amount shall be increased or decreased, prepare and deliver to HSE within three (3) days before the Closing Date (i) a calculation of the Closing Indebtedness Pay-Off Amount (the “Estimated Closing Indebtedness Pay-Off Amount”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closingcase may be, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than ninety (90) days following the Closing, HSE shall cause to be prepared (i) a statement of the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) and (ii) a calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Working Capital.” (c) If the Final Net Working Capital is less than zero, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis by 50% of the amount by which the Estimated Working Capital is greater or less than the Reference Working Capital Amount. (i) As soon as practicable (but in any event at least five (5) days prior to Closing), Purchaser's Representative shall prepare and deliver to Sellers an estimated calculation as of such excess the Closing, of the Reference Working Capital (the "Estimated Working Capital"). Such calculation of the Estimated Working Capital is referred to herein as the "Estimated Working Capital Closing Statement"). The Estimated Working Capital Closing Statement shall be prepared in cashconformity with the definition of Reference Working Capital and Schedule 2.2 hereto; provided, however, such payment by HSE the Reference Working Capital shall not be due and payable to Transferor until reduced for any amount which reduces the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus Purchase Price under Section 2.3. (ii) As soon as practicable following the Closing, Purchaser's Representative shall prepare a statement of the Reference Working Capital as of the Closing Indebtedness Pay-Off Amount minus Date (the "Draft Working Capital Closing Statement"). The Draft Working Capital Closing Statement shall be prepared in conformity with the definition of Reference Working Capital and Schedule 2.2 hereto. Purchaser's Representative will deliver the Draft Working Capital Closing Statement to the Sellers not later than sixty (60) days following the Closing Date. (iii) The Draft Working Capital Closing Statement shall be final and binding upon the Unpaid Transaction Costs parties, and shall be deemed to be the Working Capital Closing Statement, unless, within thirty (30) days after receipt of the Draft Working Capital Closing Statement from Purchaser's Representative, Sellers shall provide to the Purchaser's Representative a report indicating its objections, if any, to the Draft Working Capital Closing Statement. Any such objections shall be set forth in reasonable detail in a report (the "Purchaser's Report") that shall indicate the grounds upon which Sellers dispute the Purchaser's Representative's calculation of the Final Cost Adjustments Draft Working Capital Closing Statement. Sellers shall provide the Purchaser's Representative full access, during normal business hours, to the books and records of the Acquired Entities and to the Acquired Entities' personnel and accountants in connection with the Purchaser's Representative's preparation of the Working Capital Closing Statement and any other matter under this Section 2.2. (iv) Within thirty (30) days after the receipt by the Purchaser's Representative's of the Purchaser's Report, the Purchaser's Representative and Sellers shall endeavor in good faith to agree on any matters in dispute. (v) If Sellers and the Purchaser's Representative are unable to agree on any matters in dispute within thirty (30) days after receipt by Purchaser of the Purchaser's Report, the matters in dispute (and only such matters) will be submitted for resolution to an independent accounting firm of national reputation (other than Sellers' or Purchaser's accounting firms ) as may be mutually acceptable to Sellers and Purchaser's Representative (and if such parties cannot agree, by lottery selection of the other acounting firms of national reputation designated by Sellers) (the "Independent Accounting Firm"), which Independent Accounting Firm shall, within thirty (30) days after such submission, determine and issue a written report to the Purchaser's Representative and Sellers regarding such disputed items and such written decision shall be final and binding upon the parties. Purchaser's Representative and Sellers shall cooperate with each other and each other's representatives to enable the Independent Accounting Firm to render a written decision as promptly as possible. The fees and disbursements of the Independent Accounting Firm shall be borne equally by Purchaser, on the one hand, and Sellers, on the other hand, with one party reimbursing the other, if necessary, following such determination. (vi) The working capital statement incorporating the resolution of matters in dispute with respect to Reference Working Capital (or, if a Purchaser's Report is not provided within the time prescribed in Section 2.2(b)(ii), the Draft Working Capital Closing Statement) is referred to as the "Working Capital Closing Statement." The Working Capital Closing Statement shall have the legal effect of an arbitral award and shall be final, binding and conclusive on the Parties. (vii) In acting under this Agreement, the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitrators. (viii) If the value of the Reference Working Capital calculated by reference to the Working Capital Closing Statement (the "Closing Working Capital") is less than such sum set forth in an amount equal to the calculation value of the Reference Working Capital calculated by reference to the Estimated Pre-Working Capital Closing AdjustmentsStatement, Transferor the Unadjusted Gross Purchase Price shall promptly be reduced by an amount equal to such shortfall (the "Working Capital Reduction"). Subject to Section 2.2(b)(x), Sellers, severally and not jointly, pro rata in proportion to their Percentage Share, shall pay to Purchaser the amount of such deficiency to HSE in cashthe Working Capital Reduction. In If the event such sum set forth in the calculation value of the Final Cost Adjustments Reference Working Capital calculated by reference to the Working Capital Closing Statement (the "Closing Working Capital") is greater than an amount equal to the sum set forth in the calculation value of the Reference Working Capital calculated by reference to the Estimated Pre-Working Capital Closing AdjustmentsStatement, HSE the Unadjusted Gross Purchase Price shall promptly be increased by an amount equal to such excess (the "Working Capital Increase"). Subject to Section 2.2(b)(x), Purchaser shall pay to Transferor Sellers the amount of such excess the Working Capital Increase. (ix) Any payments to be made pursuant to Section 2.2(b)(viii) shall be made in cashcash within ten (10) days after the date of receipt by Purchaser and Sellers' Representative of the Working Capital Closing Statement as finally established pursuant to this Section 2.2(b). (x) Any amount payable under Section 2.2(b)(viii) by Purchaser shall be equal to 50% of the Working Capital Increase. Any amount payable by Sellers pursuant to this Section 2.2 shall be equal to 50% of the Working Capital Reduction, which amount shall be paid by Sellers (pro rata in accordance to their Percentage Share).

Working Capital Adjustment. (ai) The At the Closing, the Sellers shall deliver to the Buyer an unaudited balance sheet of the Company will(the “Preliminary Balance Sheet”) as at February 27, 2017 together with a certificate of the Sellers stating that the Preliminary Balance Sheet was prepared in good faith and accordance with GAAP so as to present fairly in consultation with HSEall material respects the financial condition of Company as of such date. (ii) As soon as practicable following the Closing Date (but not later than sixty (60) days after the Closing Date), the Buyer shall cause its auditor to prepare and deliver to HSE the Sellers an unaudited balance sheet of the Company (the “Closing Date Balance Sheet”) and all calculations, work papers and supporting documents (the “Supporting Documentation”) as of the Closing Date. The Closing Date Balance Sheet shall be prepared in accordance with GAAP in a manner consistent with the Preliminary Balance Sheet so as to present fairly in all material respects the financial condition of the Company. (iii) If the Closing Working Capital reflects that the Minimum Requirement has been achieved, then no adjustment shall be made. If the Closing Working Capital reflects that the Minimum Requirement has not been achieved, then the Sellers shall promptly (and, in any event, within three seven (37) days before days) pay to the Buyer an amount in cash that is equal to the deficiency in Closing Working Capital or cash, as applicable, below the Minimum Requirement. (iv) In the event the Sellers do not agree with the Closing Working Capital as reflected on the Closing Date Balance Sheet, the Sellers shall so inform the Buyer in writing within twenty (i20) a calculation days of the Closing Indebtedness Pay-Off Amount (Sellers’ receipt of such Balance Sheet and the “Estimated Closing Indebtedness Pay-Off Amount”)Supporting Documentation, (ii) a calculation such writing to set forth the objections of the Sellers in reasonable detail. If the Sellers and the Buyer cannot reach agreement as to any disputed matter relating to the Closing Cash Amount Working Capital within fifteen (15) days after notification by the “Estimated Closing Cash Amount”)Sellers to the Buyer of a dispute, they shall forthwith refer the dispute to an Independent Accounting Firm mutually agreeable to the Sellers and the Buyer for resolution, with the understanding that such firm shall resolve all disputed items within twenty (iii20) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the days after such disputed items in clauses (i)—(iii) are referred to as it. If the “Estimated Pre-Closing Adjustments”Buyer and the Sellers are unable to agree on the choice of an Independent Accounting Firm, they shall select an Independent Accounting Firm by lot (after excluding their respective regular outside accounting firms). The calculation Each of the Estimated PreSellers, on the one hand, and the Buyer, on the other hand, shall bear one-Closing Adjustments will be prepared half of the costs of such accounting firm. The Accountant shall act as an arbitrator and shall determine, based solely on presentations by the Company in accordance with parties (and not by independent review) and the definitions set forth terms of this Agreement, only those disputed items among the parties and shall render a written report to the parties containing the resolution of each such dispute, a brief summary of the Accountant’s reasoning for the resolution of each such dispute and the resulting calculations and shall have no right, authority or discretion to employ any accounting standards or principles except for those provided for in this Agreement. If HSE disputes any portion The Accountant shall have the full and exclusive authority to decide all the issues still then in dispute. The decision of the Estimated Pre-accounting firm with respect to all disputed matters relating to the Closing Adjustments prior to Closing, then HSE Working Capital shall be deemed final and conclusive and shall be binding upon the Sellers and the Company will negotiate in good faith in an effort Buyer. In addition, if the Sellers do not object to resolve any such dispute at or prior the Closing Working Capital within the 20-day period referred to Closingabove, the Closing Working Capital, as reflected on the Closing Date Balance Sheet as so prepared, shall be deemed final and conclusive and binding upon the Sellers and the Buyer. (bv) No later than ninety (90) days following the Closing, HSE The Sellers shall cause be entitled to be prepared (i) a statement of the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) and (ii) a calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable have access to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments books and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital records of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such Buyer’s work papers prepared in connection with the Closing Date Balance Sheet and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will shall be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and entitled to discuss such determination books and records and work papers with the Referee; (ii) Buyer and those persons responsible for the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction preparation thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Working Capital.” (c) If the Final Net Working Capital is less than zero, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cash.

Working Capital Adjustment. (a) The Company willAs promptly as practicable following the Closing Date (but in any event within thirty (30) days after the Closing Date), in good faith and in consultation with HSE, the Purchaser shall prepare and deliver to HSE within three the Shareholder a statement (3the "Preliminary Working Capital Statement") setting forth the Working Capital as of the close of business on the Closing Date; provided, however, that the methodology and principles set forth on Exhibit 3.4 (a) hereto shall govern the preparation of the Preliminary Working Capital Statement. During such 30-day period, the Purchaser will provide to the Shareholder and its representatives copies of the consolidating balance sheets generated in connection with the preparation of the Preliminary Working Capital Statement and will permit the Shareholder and its representatives to meet with and ask questions of the individuals preparing the Preliminary Working Capital Statement. The Shareholder shall and shall cause its Subsidiaries, Affiliates, directors, officers, employees, agents and representatives to cooperate fully with the Purchaser and its representatives in the preparation of the Preliminary Working Capital Statement. (b) Upon receipt of the Preliminary Working Capital Statement, the Shareholder and its independent certified public accountants or other advisors shall have the right during the succeeding 30- day period to audit, at the Shareholder's expense, the accounts represented by the line items set forth on the Preliminary Working Capital Statement and to examine and review all records and work papers and other supporting documents used to prepare such Preliminary Working Capital Statement. During the 30-day period, the Purchaser shall and shall cause its Subsidiaries, officers, employees, agents and representatives to cooperate fully with the Shareholder and its representatives in its audit, examination and review of the Preliminary Working Capital Statement. The Shareholder shall have thirty (30) days before the Closing Date (i) a calculation following receipt of the Closing Indebtedness PayPreliminary Working Capital Statement during which to notify the Purchaser in writing of any dispute of any item contained in the Preliminary Working Capital Statement, which notice shall set forth in reasonable detail the basis for such dispute. If the Shareholder does not notify the Purchaser of any such dispute in writing within such 30-Off Amount day period or if the Shareholder shall agree to the Preliminary Working Capital Statement, the Preliminary Working Capital Statement shall be final and binding on all parties (the “Estimated Closing Indebtedness Pay-Off Amount”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”"Final Working Capital Statement"). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE Purchaser and the Company will negotiate Shareholder shall cooperate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than ninety (90) days following as promptly as possible, and upon such resolution, the Closing, HSE shall cause to be prepared (i) a statement of the Net Final Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) and (ii) a calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs Statement shall be prepared in accordance with the definitions set forth agreement of the Purchaser and the Shareholder. (c) If the Purchaser and the Shareholder are unable to resolve any dispute regarding the Preliminary Working Capital Statement within fifteen (15) days (or such longer period as the Purchaser and the Shareholder shall mutually agree in this Agreement writing) following the Purchaser's receipt of written notice of such dispute, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by, (x) the “Final Cost Adjustments”San Jose, California office of PricewaterhouseCoopers LLP or (y) in the event such accounting firm is unable or unwilling to take such assignment, a "Big Four" or other accounting firm mutually agreed upon by the Purchaser and the Shareholder (such identified accounting firm or, if applicable, the firm so selected, the "Arbitrator"). The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components resolution of the Net Working Capital of Arbitrator shall be final and binding on the Company as of Parties and shall be made applying the Calculation Date. methodology and principles set forth on Exhibit 3.4 (a) The Representative, on behalf of Transferor, Arbitrator shall have a period of be instructed to use its best efforts to complete its work within thirty (30) days following its receipt engagement. The expenses of the Net Working Capital Closing Statement, Arbitrator shall be borne as the Final Cost Adjustments and related worksheets to provide written notice of Arbitrator shall determine after considering the Representative’s objection, on behalf of Transferor, to positions asserted by the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice Parties in light of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen final decision. (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates d) Within three (the “Referee”) within the following five (53) Business Days for resolution. The Referee shall make a following the determination with respect to of the disputed matters submitted to it and determine the Net Final Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain Statement in dispute are submitted to it. If any objections are submitted to the Referee for resolutionaccordance with this Section 3.4, (i) each Party if there exists a Working Capital Surplus, the Purchaser shall furnish pay to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present Shareholder an amount in cash equal to the Referee any material relating Working Capital Surplus and (ii) if there exists a Working Capital Deficit, the Shareholder shall pay to the Purchaser an amount in cash equal to the Working Capital Deficit. Notwithstanding anything to the contrary contained herein, (i) if a dispute exists between the Parties regarding the amount of Working Capital Surplus, the Purchaser shall pay to the Shareholder the uncontested amount, if any, prior to the determination of the matters in dispute disputed amount and to discuss such determination with the Referee; (ii) if a dispute exists between the determination by Parties regarding the Referee amount of the Net Working Capital of Deficit, the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Working Capital.” (c) If the Final Net Working Capital is less than zero, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE Shareholder shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; providedPurchaser the uncontested amount, howeverif any, such payment by HSE shall not be due and payable prior to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess determination of the aggregate current liabilities included in the calculation of Final Net disputed amount. If there is not a Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing AdjustmentsCapital Surplus or a Working Capital Deficit, Transferor there shall promptly pay the amount of such deficiency be no adjustment or payment pursuant to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cashthis Section 3.4.

Working Capital Adjustment. (a) The On the Closing Date, the Company will, in good faith and in consultation with HSE, prepare and shall deliver to HSE within three (3) days before Parent a consolidated balance sheet of the Company dated as of the Closing Date (i) a calculation of the "Closing Indebtedness Pay-Off Amount (the “Estimated Closing Indebtedness Pay-Off Amount”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”Balance Sheet"). The calculation of Closing Balance Sheet shall present fairly in all material respects the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than ninety (90) days following the Closing, HSE shall cause to be prepared (i) a statement of the Net Working Capital financial condition of the Company on the Closing Date in conformity with GAAP on a basis consistent with the Company Financial Statements (as of the Calculation Date (the “Net Working Capital Closing Statement”defined below) and the Unaudited Interim Balance Sheet (ii) a calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”as defined below). The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of Within thirty (30) days following its receipt the Closing the Company shall provide to Xxxxxx Xxxxxxxx LLP all schedules and materials reasonably requested by Xxxxxx Xxxxxxxx LLP. Within sixty (60) days following the date on which Xxxxxx Xxxxxxxx LLP receives such schedules and materials, it shall perform an audit of the Net Closing Balance Sheet, including a determination of Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice as of the Representative’s objectionClosing Date, and shall issue a draft audit report on behalf the Closing Balance Sheet as of Transferorthe Closing Date, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice report shall state the basis for amount of Working Capital as of the Representative’s objectionClosing Date (the "Working Capital Report"). IfOnce Xxxxxx Xxxxxxxx LLP completes the audit, within such Parent shall provide to the Company Shareholders' Representative a copy of the draft audit report on the audited Closing Balance Sheet as well as the Working Capital Report (together, the "Closing Reports"). The Closing Reports shall be subject to review by Ernst & Young, LLP (the "Company Auditors") which review shall be completed no later than thirty (30) day period, days after the Representative, on behalf of Transferor, has Company Shareholders' Representative receives the Closing Reports. If the Company Shareholders' Representative does not given HSE written notice of its objection object to the Net Working Capital Closing Statement, Reports within fifteen days of the Final Cost Adjustments or expiration of the related worksheetsthirty-day period for review by the Company Auditors, then the Net Working Capital Closing Report shall be deemed final. If the opinions of Xxxxxx Xxxxxxxx LLP and the Final Cost Adjustments respectively reflected therein shall be binding Company Auditors differ as to the necessity of any audit adjustment or the calculation of Working Capital, each of a senior management representative of Parent and conclusive on the Parties and used in making Company Shareholders' Representative will have thirty (30) days from the adjustment provided for in Section 2.2(cdate the objection was raised by the Company Shareholders' Representative to resolve the dispute (the "Initial Resolution Period"). If the Representativemember of senior management and the Company Shareholder Representative cannot resolve the dispute during the Initial Resolution Period, on behalf such parties shall select a third mutually acceptable major accounting firm to arbitrate the dispute under the rules it imposes (the "Neutral Auditor"). The decision of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute Neutral Auditor shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date made within 30 days after its engagement (which engagement shall be made no later than 5 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination end of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation DateInitial Resolution Period), as shall be set forth in a written notice statement delivered to each of the Representative, on behalf of Transferor, Company Shareholder Representative and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, Parent and shall be binding and final, binding, conclusive on such parties for all purposes hereunder. Each such party shall be responsible for any fees and expenses incurred by such party's auditors; provided, however, that the Parties andCompany Shareholders' Representative shall be entitled to reimbursement out of the Escrow Fund of reasonable costs and expenses related to its actions under this Section 1.14(a) including the cost of Ernst & Young's review in an amount not to exceed, absent manifest errortogether with any amounts payable to the Company Shareholders' Representative pursuant to Section 10.1(e), $50,000 in the aggregate (the "Permitted Reimbursement Amount"). The Neutral Auditor shall constitute an arbitral award allocate its fees between the Company Shareholder Representative and Parent according to the degree to which the positions of the respective parties are not accepted by the Neutral Auditor. The Closing Report shall be deemed to be the written statement delivered by the Neutral Auditor or, if any dispute is resolved in the Initial Resolution Period, the final Closing Report as agreed by the parties. (b) If (i) the Final Excess Working Capital Amount minus the Excess Working Capital Amount is greater than zero, (ii) the Deficient Working Capital Amount minus the Final Deficient Working Capital Amount is greater than zero or (iii) the Closing Balance Sheet showed a Deficient Working Capital Amount and the Closing Report showed a Final Excess Working Capital Amount or no Deficient Working Capital Amount, then Parent shall issue and deposit with the Escrow Agent in the purchase price adjustment fund for the benefit of the former holders of Company Common Stock the number of shares of Parent Common Stock equal to the Company Adjustment Amount divided by the Parent Average Trading Price. "Company Adjustment Amount" shall mean (i) in the case of Section 1.14(b)(i), the amount equal to the Final Excess Working Capital Amount minus the Excess Working Capital Amount, (ii) in the case of Section 1.14(b)(ii), the amount equal to the Deficient Working Capital Amount minus the Final Deficient Working Capital Amount, and (iii) in the case of Section 1.14(b)(iii) the sum of the Final Excess Working Capital Amount and the Deficient Working Capital Amount; provided, however, that is finalin the case of each of (i), binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; (ii) and (iii) the fees Company Adjustment Amount will be increased by the Broker Commission Amount, if any. Any positive difference between the Broker Commission Amount and expenses of the Referee Parent Adjustment Amount (as defined below) shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the deemed a Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Working CapitalAdjustment Amount.” (c) If the Final Net Working Capital is less than zero, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cash.

Working Capital Adjustment. (a) The Company will, in good faith and in consultation with HSE, shall prepare and deliver to HSE within three Buyer at least five (35) days before prior to the Closing Date (i) a calculation preliminary projected consolidated balance sheet of the Company and the Company Subsidiaries as of the Closing Indebtedness Pay-Off Amount Date (the “Estimated Closing Indebtedness Pay-Off Amount”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than ninety (90) days following the Closing, HSE shall cause to be prepared (i) a statement of the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing StatementBalance Sheet”) and (ii) a calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement statement (the “Final Cost Adjustments”). The Estimated Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty (30Statement”) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee estimate of the Net Working Capital of the Company and the Final Cost Adjustments Company Subsidiaries as of the Calculation Closing Date (the “Estimated Net Working Capital”). The Estimated Closing Balance Sheet and the Estimated Net Working Capital Statement shall be prepared in good faith in accordance with the terms of this Agreement (including calculated as set forth on Exhibit 1.2.3) and with GAAP, applied on a consistent basis with the Company Balance Sheet. Buyer and its accountants and advisors shall be given reasonable access to the books and records of the Company and the Company Subsidiaries during normal business hours solely for purposes of evaluating the accuracy and completeness of the Estimated Closing Balance Sheet and the Estimated Net Working Capital Statement. If the Estimated Net Working Capital of the Company and the Company Subsidiaries on the Estimated Net Working Capital Statement is more than $5,000,000 less than the Working Capital Target Amount, then Buyer shall have the rights specified in Section 7.1(h). (b) Within one hundred twenty (120) days after the Closing Date, Buyer shall prepare and deliver to the Shareholder Representative a consolidated balance sheet of the Company and the Company Subsidiaries as of the Closing Date (the “Final Closing Balance Sheet”) and a statement (the “Final Net Working Capital Statement”) of the Net Working Capital of the Company and the Company Subsidiaries as of the Closing Date (the “Final Net Working Capital”). The Final Closing Balance Sheet and the Final Net Working Capital Statement shall be prepared in good faith in accordance with the terms of this Agreement (including calculated as set forth on Exhibit 1.2.3) and with GAAP, applied on a consistent basis with the Company Balance Sheet. The Shareholder Representative and his accountants and advisors shall be given reasonable access to the books and records of the Company and the Company Subsidiaries during normal business hours solely for purposes of evaluating the accuracy and completeness of the Final Closing Balance Sheet and the Final Net Working Capital Statement. If Buyer asserts that the Final Net Working Capital as set forth on the Final Net Working Capital Statement is more than $2,000,000 less than the Working Capital Target Amount for reasons other than those set forth in subsection 1.2.3(f), then the Final Net Working Capital Statement shall also state the amount by which the Final Net Working Capital is less than the Working Capital Target Amount. If Buyer asserts that the Final Net Working Capital as set forth on the Final Net Working Capital Statement is less than the Working Capital Target Amount for any of the reasons set forth in subsection 1.2.3(f) (a “Working Capital Deficiency Claim”), then the Final Net Working Capital Statement shall also state the amount by which the Final Net Working Capital is less than the Working Capital Target Amount and shall describe in reasonable detail the basis for such Working Capital Deficiency Claim. (c) If (A) the Shareholder Representative agrees in writing to the Final Closing Balance Sheet and the Final Net Working Capital Statement (and, if applicable, the assertions set forth in any Working Capital Deficiency Claim) or (B) within thirty (30) days following the delivery of the Final Closing Balance Sheet and the Final Net Working Capital Statement, the Shareholder Representative does not give Buyer written notice of his objection to the Final Closing Balance Sheet or the Final Net Working Capital Statement (which notice shall describe the basis of the Shareholder Representative’s objection), then, in either such case, the Final Net Working Capital shall be finalized for purposes of this Section 1.2.3 and any such Working Capital Deficiency Claim shall be resolved. (d) If the Shareholder Representative gives Buyer a timely written notice of his objection to either the Final Closing Balance Sheet or the Final Net Working Capital Statement (including any Working Capital Deficiency Claim), then the Shareholder Representative and Buyer shall use their reasonable best efforts to agree upon the Final Net Working Capital and resolve any Working Capital Deficiency Claim. If the Shareholder Representative and Buyer have not agreed upon the Final Net Working Capital within thirty (30) days after Buyer has received the Shareholder Representative’s written notice of objection to the Final Closing Balance Sheet or the Final Net Working Capital Statement, the issue(s) in dispute (other than any disputed Working Capital Deficiency Claim) will be submitted to an independent public accounting firm of national standing mutually agreed upon by Buyer and the Shareholder Representative (the “Auditor”) for resolution. The determination by the Auditor of the Final Net Working Capital, calculated in accordance with the terms of this Agreement (including calculated as set forth on Exhibit 1.2.3) and with GAAP, applied on a consistent basis with the Company Balance Sheet, shall be set forth in a written notice delivered to each of Buyer and the Representative, on behalf of Transferor, and HSE Shareholder Representative by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, Auditor within thirty (30) days thereafter and shall will be binding and conclusive on Buyer and the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding Shareholders. Buyer and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and the Shareholders will each bear fifty percent (iii50%) of the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Auditor for such determination. (e) Subject to subsection 1.2.3(f), at such time as the Final Net Working Capital of is finalized, if (i) the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Working CapitalCapital is more than $2,000,000 less than the Working Capital Target Amount, then (A) the Shareholders shall be responsible for paying to Buyer an amount equal to the amount by which the Final Net Working Capital is more than $2,000,000 less than the Working Capital Target Amount and (B) the Shareholder Representative shall pay (and may seek reimbursement from the other Shareholders therefor) such amount to Buyer within three (3) Business Days after such time as the Final Net Working Capital is finalized by wire transfer of immediately available funds and (ii) the Final Net Working Capital exceeds $2,000,000 more than the Working Capital Target Amount, then Buyer shall promptly (but in no event later than three (3) Business Days after the Final Net Working Capital is finalized) pay the amount by which the Final Net Working Capital exceeds $2,000,000 more than the Working Capital Target Amount to the Shareholder Representative, by wire transfer of immediately available funds. The Shareholder Representative shall then be responsible for distributing such payment to the Shareholders.” (cf) If Notwithstanding subsection 1.2.3(e), if, at such time as the Final Net Working Capital is finalized and any Working Capital Deficiency Claim is resolved, the Final Net Working Capital is less than zerothe Working Capital Target Amount as a result of (i) any Fraud, Transferor gross negligence, intentional misconduct, omission, inaccuracy or inconsistency with the books and records of the Company and the Company Subsidiaries, (ii) subject to Section 1.2.3(g), any failure to be prepared in accordance with U.S. GAAP, applied on a consistent basis with the Company Balance Sheet, or (iii) any Breach by the Company of the covenants set forth in Section 6.1 or the representations and warranties set forth in Section 2.7(a), then (A) the Shareholders shall promptly pay be responsible for paying to HSE Buyer an aggregate amount in cash equal to the amount by which the Net Working Capital is less than the Working Capital Target Amount and (B) the Shareholder Representative shall pay (and may seek reimbursement from the Shareholders therefor) such deficiency. If amount to Buyer within three (3) Business Days after such time as the Final Net Working Capital is greater than zerofinalized by wire transfer of immediately available funds. (g) Notwithstanding anything to the contrary in this Section 1.2.3, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE Buyer shall not be entitled to any payment pursuant to this Section 1.2.3 due to any difference between the Working Capital Target Amount and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In Capital resulting solely from the event application by the sum Company of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth accounting methodologies or practices, internal accounting controls or inventory, investment, credit or allowance procedures used in the calculation preparation of the Final Cost Adjustments is less than Company Balance Sheet, and such sum set forth in application shall not form the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cashbasis for a Working Capital Deficiency Claim.

Working Capital Adjustment. (a) The Company willAfter the Closing, the Purchase Price shall be adjusted downward (or upward) ("Working Capital Adjustment") in good faith and in consultation with HSE, prepare and deliver to HSE within three (3) days before the event that the Closing Date Working Capital (ias determined in accordance herewith) a calculation of the Closing Indebtedness Pay-Off Amount Seller, as reflected on the Working Capital Statement (as determined in accordance herewith) is less (or more) than the “Estimated Closing Indebtedness Pay-Off Amount”), (ii) a calculation Initial Working Capital of the Closing Cash Amount Seller as reflected on the Initial Working Capital Statement attached hereto as Schedule 2.01 (i.e., Five Million Five Hundred Fifty Thousand Dollars ($5,550,000)). The Working Capital Adjustment shall be calculated and based upon the “Estimated Closing Cash Amount”), and (iii) a calculation of difference between the amount of Unpaid Transaction Costs Five Million Five Hundred Fifty Thousand Dollars ($5,550,000) of Working Capital of the “Estimated Unpaid Transaction Costs Amount”), (collectively, Seller as reflected on the items in clauses (i)—(iii) are referred to Initial Working Capital Statement and the amount of the Working Capital of the Seller as reflected on the “Estimated Pre-Closing Adjustments”)Working Capital Statement. The calculation Working Capital Statement and Working Capital Adjustment shall be based on the books and records of Seller and shall be determined as hereinafter provided. The Closing Balance Sheet and the Estimated Pre-Closing Adjustments will Working Capital Statement shall be prepared by the Company in accordance with generally accepted accounting principles and methods applied on a consistent basis without giving effect to any purchase accounting adjustment required by reason of or related to the definitions set forth in transaction contemplated by this Agreement. If HSE disputes any portion Seller shall make available to Buyer, work papers of Seller and its accountants for its review of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to ClosingWorking Capital Statement. (b) No later than ninety (90) days following Prior to the ClosingClosing Date, HSE representatives of Buyer and Seller shall cause to be prepared (i) conduct a statement physical count of the Net Purchased Assets described in Schedule 1.01(a) and the Inventory on hand at the Plant for purposes of assisting the establishment of the Closing Working Capital of the Company as Seller. (c) Seller shall permit Buyer and other authorized representatives of Buyer to have all such access to the Purchased Assets and the premises of the Calculation Date Business as may be reasonably necessary to enable Buyer and such authorized representatives to observe the above procedures. (d) Within thirty (30) days after the “Net Closing Date, the Seller shall prepare and deliver to the Buyer a statement determined from the Closing Balance Sheet (subject to adjustment, if any, pursuant to Section 2.01(e), the "Working Capital Statement"), setting forth the Closing Working Capital and the Working Capital Adjustment as determined by such Working Capital Statement”) and (ii) , including a calculation summary of the Closing Indebtedness Pay-Off Amount, basis upon which the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, and the (e) Buyer shall have a period of thirty (30) days immediately following its the receipt of the Net Working Capital Closing StatementStatement and Working Capital Adjustment to review the same. For purposes of such review, Seller shall permit Buyer and its accountants and other authorized representative of Buyer to examine all related working papers, trial balances and similar materials used or prepared in the Final Cost Adjustments and related worksheets to provide written notice course of determination of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection)Statement and Working Capital Adjustment. If, within During such thirty (30) day period, Seller will upon request provide the RepresentativeBuyer and its accountants with access, on behalf of Transferor, has not given HSE written notice unreasonably interfering with the operations of its objection business and/or the business of its Affiliates, during normal business hours, to the Net personnel, properties, books and records of the Seller. The Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties Statement and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Working Capital.” (c) If the Final Net Working Capital is less than zero, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cash.

Working Capital Adjustment. (a) The Company will, in good faith and in consultation with HSE, prepare and deliver On or prior to HSE within three (3) days before the Closing Date Date, Target shall have delivered to Acquiror (i) a calculation certificate of the Closing Indebtedness Pay-Off Amount Target’s Chief Executive Officer and its Chief Financial Officer (the “Estimated Closing Indebtedness Pay-Off AmountWorking Capital Certificate”), (ii) a calculation setting forth the Estimated Working Capital as of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company Working Capital Date calculated in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than ninety (90) days following the Closing, HSE shall cause to be prepared (i) a statement of the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”Section 2.13(b) and (ii) a Target proposed balance sheet of the Target as of the Working Capital Date reflecting Target’s calculation of each of the Closing Indebtedness Pay-Off Amount, components of the Closing Cash Amount Working Capital and the Unpaid Transaction Costs aggregate amount thereof (the “Estimated Working Capital Balance Sheet”), which shall have been prepared in accordance with GAAP applied on a basis consistent with the definitions set forth Target’s past practices used in preparing the Target Financial Statements. The Estimated Working Capital Certificate shall be used to make a preliminary adjustment to the Cash Merger Consideration on the Closing Date pursuant to Section 2.13(b), subject to further adjustment in accordance with Section 2.13(e). (b) In the event that the Estimated Working Capital is less than the Baseline Working Capital, the Cash Merger Consideration shall be adjusted downward by the amount by which the Estimated Working Capital is less than the Baseline Working Capital. The adjustment, if any, referred to in this Agreement Section 2.13(b) is referred to herein as the “Adjustment Amount”. (c) Within ninety (90) days after the Working Capital Date, the Acquiror shall prepare and deliver to the Securityholders’ Agent a certificate setting forth, in reasonable detail, the Final Working Capital as of the Working Capital Date (the “Final Cost AdjustmentsClosing Working Capital Certificate”), together with a balance sheet of Target as of the Working Capital Date reflecting Acquiror’s calculation of each of the components of the Working Capital and the aggregate amount thereof (the “Closing Working Capital Balance Sheet”), which shall be prepared in accordance with GAAP applied on a basis consistent with Target’s past practices used in preparing the Target Financial Statements and in accordance with Exhibit G. With respect to any fees and expenses incurred by Target or Acquiror (or any Affiliate thereof) in connection with the preparation of the Audited Financial Statements, the amount set forth on the Estimated Working Capital Balance Sheet as a reserve for costs and expenses to be incurred in connection with the preparation of the audited financial statements of Target for the period ended December 31, 2011 shall be the amount reflected in the Closing Working Capital Balance Sheet for purposes of determining the Adjustment Amount. Acquiror shall be solely responsible for any fees and expenses incurred in connection with the preparation of the Audited Financial Statements that are in excess of such amount. (d) The Securityholders’ Agent shall have forty-five (45) days from the date on which the Closing Working Capital Certificate and the Closing Working Capital Balance Sheet have been delivered to it to raise any objection(s) to the Closing Working Capital Certificate or the Closing Working Capital Balance Sheet, by delivery of written notice to the Acquiror setting forth such objection(s) in reasonable detail (the “Disputed Items”). The Net Working Capital Closing Statement In the event that the Securityholders’ Agent shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements not deliver any such objection(s) with respect to the components Closing Working Capital Certificate or the Closing Working Capital Balance Sheet within such forty-five (45) day period, then the Closing Working Capital Certificate shall be deemed final for purposes of this Section 2.13. In the event that any such objection(s) are so delivered, the Closing Working Capital Certificate shall be deemed not final and the Acquiror and the Securityholders’ Agent shall attempt, in good faith, to resolve the Disputed Items and, if they are unable to resolve all of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of Disputed Items within thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representativesuch notice, on behalf of Transferorshall, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect thereafter (or such earlier date as mutually agreed), submit the Disputed Items to the disputed matters submitted to it and determine the Net Working Capital of the Company Independent Accounting Firm. Acquiror and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted Securityholders’ Agent shall provide to the Referee for resolution, (i) each Party shall furnish to the Referee such Independent Accounting Firm all work papers and other documents and information back-up materials relating to such objections as the Referee may request and are Disputed Items requested by the Independent Accounting Firm to the extent available to that Party (Acquiror or its independent public accountants) Representatives or the Securityholders’ Agent or its Representatives. Acquiror and will the Securityholders’ Agent shall be afforded the opportunity to present to the Referee Independent Accounting Firm any material relating related to the determination of the matters in dispute Disputed Items and to discuss such determination the issues with the Referee; (ii) the Independent Accounting Firm. The determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation DateIndependent Accounting Firm, as set forth in a written notice to be delivered to each Acquiror and the Securityholders’ Agent within thirty (30) days after the submission of the Representative, on behalf of Transferor, and HSE by Disputed Items to the RefereeIndependent Accounting Firm, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statementsfinal, and shall be binding and conclusive on Acquiror, the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding Securityholders’ Agent and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the all stockholders of Target. The fees and expenses of the Referee Independent Accounting Firm shall be borne one-half by Transferor split equally between Acquiror and one-half by HSEthe Securityholders’ Agent. The final Net Target’s Final Working Capital of reflected in the Company as of the Calculation DateClosing Working Capital Certificate, as determined revised to reflect the resolution of any and all disputes by Acquiror and the Securityholders’ Agent and/or the Independent Accounting Firm, shall be deemed to be the “Final Working Capital.” Until the Final Working Capital is determined, Acquiror and the Securityholders’ Agent shall cooperate with, make their working papers, books, records and employees available to and otherwise assist the other party and its accountants and other representatives at reasonable times during such other party’s review of, and the resolution of any objections with respect to, the Capital Certificate or the Closing Working Capital Balance Sheet. (e) At such time as the Closing Working Capital Certificate shall become final in accordance with this Section 2.2(b2.13(d) (the “Settlement Date”), is referred the Estimated Working Capital shall be compared to as the “Final Net Working Capital.” (c) If the Final Net Working Capital is less than zero, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of that the Final Cost Adjustments Working Capital is less than such sum set forth in the calculation Estimated Working Capital (the “Working Capital Shortfall”), the Securityholders’ Agent and Acquiror shall cause the Escrow Agent to deliver to the Acquiror on behalf of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation Securityholders a portion of the Final Cost Adjustments is Escrow Shares, with any Escrow Shares being released in satisfaction thereof valued at the greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor Deemed Value or the amount Fair Market Value of such excess in cashAcquiror Common Stock as of the Settlement Date.

Working Capital Adjustment. (a) The Company will, in good faith and in consultation with HSE, prepare and deliver to HSE within three Not less than five (35) days before prior to Closing, the Live Earth Parties shall provide to the WCA Parties an estimate of the working capital of the Live Earth Companies in accordance with Schedule 1.5(a) and the basis for making the computations of Current Assets and Current Liabilities reflected in such schedule (the “Worksheet”), which shall represent the estimated working capital as of the Closing Date (ithe “Estimated Working Capital”). For the purposes of this Section 1.5, Current Liabilities does not include the liabilities to be paid off at the Closing in accordance with Sections 2.1(b), 2.1(c) a calculation and 2.1(d). At Closing, WCA Parent shall pay Live Earth an amount in cash equal to ninety percent (90%) of the Closing Indebtedness Pay-Off Amount Estimated Working Capital (the “Estimated Closing Indebtedness Pay-Off Working Capital Payment Amount”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will which shall be prepared by the Company calculated in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to ClosingSection 1.5(a). (b) No later than ninety (90) Within 120 days following after the ClosingClosing Date, HSE the WCA Parties shall cause deliver to be prepared (i) the Live Earth Parties a statement of (the Net Working Capital of “Statement”) setting forth what it believes are the Company actual Current Assets and Current Liabilities as of the Calculation Closing Date (the “Net Actual Working Capital Closing StatementCapital”) and (ii) a calculation of ). The WCA Parties will prepare the Closing Indebtedness Pay-Off Amount, Statement using the Closing Cash Amount and the Unpaid Transaction Costs prepared Worksheet in accordance with the definitions set forth in provisions of this Agreement (and consistent with the “Final Cost Adjustments”)Worksheet. The Net Working Capital Closing Statement shall contain line item detail comparable a supporting schedule detailing the proposed Actual Working Capital, and be accompanied with copies of the work papers and back up materials used by the WCA Parties in preparing the Statement. If the Actual Working Capital exceeds the Estimated Working Capital Payment Amount, the WCA Parties shall pay to Live Earth, within fifteen (15) days from the date of delivery of the Statement, an amount in cash equal to the balance sheet included in difference between the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Actual Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c)Estimated Working Capital Payment Amount. If the RepresentativeActual Working Capital is less than the Estimated Working Capital Payment Amount, on behalf Live Earth shall promptly pay to the WCA Parties, within fifteen (15) days from the date of Transferordelivery of the Statement, timely provides any an amount in cash equal to the difference between the Estimated Working Capital Payment Amount and the Actual Working Capital. (c) Live Earth and its accounting representatives will be entitled to examine the work papers related to the preparation of the Statement and to discuss the preparation of the Statement with the WCA Parties’ accounting personnel. If Live Earth disagrees with the calculation of the Actual Working Capital, it must deliver to the WCA Parties, within 30 days after the date the WCA Parties delivered the Statement to Live Earth, a written description of each such objection, Transferor disagreement. The WCA Parties and HSE shall work Live Earth will negotiate in good faith to resolve any differences with respect theretosuch disagreements. If, at the end after a period of a fifteen (15)-day period from 30 days following the date of delivery of any objection by on which such written description is delivered, Live Earth and the Representative, on behalf of Transferor, there are any matters that remain in disputeWCA Parties have not resolved each such disagreement, then either Live Earth or the remaining matters in dispute shall WCA Parties will be submitted entitled to Xxxx & Associates submit such disagreements to Xxxxx Xxxxxxxx LLP (the “RefereeDisputes Auditor”) within so long as such submitting party provides written notice of such submission to the following five nonsubmitting party. Within seven days after receipt of such written notice, Live Earth and the WCA Parties will each deliver to the Disputes Auditor a written settlement offer setting forth its calculation of the Actual Working Capital (5) Business Days for resolutioneach, a “Settlement Offer”). The Referee shall make a determination with respect WCA Parties will grant (and will cause each of the Live Earth Companies to grant) to the disputed matters submitted Disputes Auditors reasonable access to it the WCA Parties and determine the Net Live Earth Companies’ books and records. The WCA Parties will cause their accounting personnel to discuss with the Disputes Auditor the preparation of the Statement and the calculation of Actual Working Capital and to grant to the Disputes Auditor reasonable access to the work papers of the Company WCA Parties’ accountants and accounting personnel. The Disputes Auditor will resolve the Final Cost Adjustments as of the Calculation Date disagreements within 30 days after the objections that remain in dispute date on which they are submitted to itengaged or as soon thereafter as possible. The calculation of the Actual Working Capital by the Disputes Auditor will be binding upon the Parties. The cost of the services of the Disputes Auditor will be borne by the Party whose Settlement Offer differs the most from the working capital (i.e., the difference of Current Assets minus Current Liabilities) as finally determined by the Disputes Auditor. If both Settlement Offers differ equally, such cost will be borne half by Live Earth and half by the WCA Parties. If any objections are submitted Party fails to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in deliver a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined Settlement Offer in accordance with this Section 2.2(b1.5(c), is referred to as the “Final Net Working Capital.” (c) If the Final Net Working Capital is less than zero, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiencycost will be borne by such Party. If the Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cash.3

Working Capital Adjustment. (a) The Company will, in At the Closing the Purchase Price shall be adjusted downward by $7,000,000 to reflect the parties’ good faith and in consultation with HSE, prepare and deliver to HSE within three (3) days before the Closing Date (i) a calculation estimate of the Closing Indebtedness Pay-Off Amount amount by which Actual Working Capital (as defined below) shall be less than $19,900,000 (such $7,000,000 amount, the “Estimated Closing Indebtedness Pay-Off AmountWorking Capital Deficiency”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No Notwithstanding anything to the contrary contained herein, as soon as practicable and in any event not later than ninety (90) days following the Closing, HSE shall cause to be prepared (i) a statement of the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) and (ii) a calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty (30) days following its receipt after the Closing, Buyer shall deliver to Monster Worldwide an unaudited balance sheet for the Business as of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets Date (but immediately prior to provide written notice of the Representative’s objection, on behalf of Transferor, giving effect to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30Closing) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “RefereeClosing Balance Sheet”) within together with the following five (5) Business Days for resolution. The Referee shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital of the Company and the Final Cost Adjustments working capital as of the Calculation Closing Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b2.2(a) (“Working Capital”). Buyer hereby agrees to make personnel of the Business available to assist Monster Worldwide in order to enable Monster Worldwide to confirm or dispute the accuracy of the Closing Balance Sheet and the Working Capital following the delivery thereof to Monster Worldwide. The Closing Balance Sheet and Working Capital shall be prepared and determined with consistent classifications, judgments, calculations and estimation methodology that were utilized in the preparation of the Latest Balance Sheet (and the determination of working capital as of June 30, 2006 and the additional guidelines set forth on the attached Schedule 2.2(a)), and were also utilized in the preparation of the monthly calculations of working capital for each of the first five (5) months of 2006 previously delivered to Buyer. As soon as is reasonably practicable, but in any event within fifteen (15) days following the receipt of the Closing Balance Sheet and the Working Capital, Monster Worldwide shall complete a review of the Closing Balance Sheet and the Working Capital and shall inform Buyer in writing that the Closing Balance Sheet and the Working Capital is acceptable or object to the Closing Balance Sheet and the Working Capital in writing, setting forth a specific description of Monster Worldwide’s objections, and Monster Worldwide shall be deemed to have agreed with all other items and amounts set forth on the Closing Balance Sheet and the Working Capital to the extent to which Monster Worldwide has not so objected in writing. If Monster Worldwide does not so object to the Closing Balance Sheet and the Working Capital, then Monster Worldwide will be deemed to have accepted the Closing Balance Sheet and Working Capital. If Monster Worldwide so objects to the Closing Balance Sheet and Working Capital and Buyer does not agree with any of Monster Worldwide’s objections or such objections are not resolved on a mutually agreeable basis within fifteen (15) days of Buyer’s receipt of Monster Worldwide’s objections, any such disagreements shall be promptly submitted by either party to a mutually agreeable independent certified public accounting firm (the “Independent Firm”). The Independent Firm shall resolve such dispute within thirty (30) days after submission of the dispute by the parties (it being acknowledged and agreed that the Independent Firm shall only utilize consistent classifications, judgments, calculations and estimation methodology utilized in the preparation of the Latest Balance Sheet (and the determination of working capital as of June 30, 2006 and the additional guidelines set forth on the attached Schedule 2.2(a)) in its resolution of such dispute). The decision of the Independent Firm shall be final and binding upon Monster Worldwide and Buyer and its fees, costs and expenses shall be borne by the party against which the Independent Firm shall rule or shall otherwise be proportioned as deemed appropriate by such Independent Firm. The Working Capital as finally determined pursuant to this Section 2.2(a) is referred to herein as the “Final Net Actual Working Capital.” (c) If The Purchase Price shall be adjusted as follows: (i) if Actual Working Capital is greater than $19,900,000, Buyer shall pay the Final Net amount of such difference to Monster Worldwide plus the Estimated Working Capital Deficiency; (ii) if Actual Working Capital is less than zero$19,900,000, Transferor but the difference between such amounts is less than the Estimated Working Capital Deficiency, Buyer shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If Monster Worldwide the Final Net difference between (x) the Estimated Working Capital Deficiency and (y) the difference between Actual Working Capital and $19,900,000; or (iii) if Actual Working Capital is less than $19,900,000, and the difference between such amounts is greater than zerothe Estimated Working Capital Deficiency, HSE Monster Worldwide shall pay to Transferor on a dollar-for-dollar basis Buyer the amount of such excess in cash; provideddifference minus the Estimated Working Capital Deficiency, howeverBuyer shall pay to Monster Worldwide the amount, such payment if any, required by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of clause (i) the Closing Cash Amount minus or (ii) above by wire transfer of immediately available funds within ten (10) business days of determination of the Closing Indebtedness Pay-Off Amount minus Actual Working Capital pursuant to Section 2.2(b) above. Monster Worldwide shall pay to Buyer the amount, if any, required by clause (iii) the Unpaid Transaction Costs set forth in the calculation above, by wire transfer of immediately available funds within ten (10) business days of determination of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency Actual Working Capital pursuant to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cashSection 2.2(b) above.

Working Capital Adjustment. (a) The Company will, in good faith and in consultation with HSE, prepare and deliver to HSE within No later than three (3) days before Business Days prior to the Closing Date Date, Seller shall deliver to Buyer a certificate of the Chief Financial Officer of Seller setting forth in reasonable detail the estimated computation based on the Working Capital Principles of the amount of (i) a calculation of the Closing Indebtedness Pay-Off Amount Net Working Capital (the “Estimated Closing Indebtedness Pay-Off Amount”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash AmountWorking Capital Estimate”), and (iiiii) a the Working Capital Overage or the Working Capital Underage, as applicable. Seller will consult in good faith with Buyer regarding the calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE Working Capital Estimate and the Company will negotiate in good faith in an effort to resolve any such dispute at resulting Working Capital Overage or prior to ClosingWorking Capital Underage, as applicable. (b) No later than ninety Promptly, but in any event within sixty (9060) days following after the Closing, HSE Buyer shall cause prepare and deliver to be prepared Seller a certificate of the Chief Financial Officer of Buyer (ithe “Final CFO Certificate”) a statement setting forth the proposed calculation of the Net Working Capital of pursuant to the Company as of the Calculation Date (the “Net Working Capital Closing Statement”Principles. Thereafter, at the request of either Seller or Buyer, the other party shall give Seller or Buyer (as the case may be) access during normal business hours to the books and (ii) a records relating to the Business that are relevant to the calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Working Capital Closing Statement Capital. In addition, Buyer shall contain line item detail comparable make its representatives reasonably available to the balance sheet included in the most recent Financial Statements answer questions with respect to the components calculation of the Net Working Capital. (c) If Seller disagrees with Buyer’s calculation of the Net Working Capital, it shall notify Buyer of such disagreement in writing, setting forth in reasonable detail the particulars of such disagreement, within thirty (30) days after its receipt of the Final CFO Certificate. Following the Closing, Buyer shall provide Seller access to the records and employees of Buyer to the extent necessary for the review of Buyer’s calculation of the Net Working Capital and shall cause the employees of Buyer to cooperate with Seller in connection with its review of Buyer’s calculation of the Company as Net Working Capital; provided that such access shall be reasonably necessary and does not unreasonably disrupt the personnel and operations of Buyer. In the event that Seller does not provide such a notice of disagreement to Buyer within such 30-day period, Seller shall be deemed to have accepted Buyer’s calculation of the Calculation DateNet Working Capital, which shall be final, binding and conclusive for all purposes hereunder. The RepresentativeIn the event any such notice of disagreement is timely provided, on behalf of Transferor, Buyer and Seller shall have use commercially reasonable efforts for a period of thirty (30) days following its receipt (or such longer period as they may mutually agree) (the “Resolution Period”), to resolve any disagreements with respect to Buyer’s calculation of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect theretoCapital. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the RepresentativeResolution Period, on behalf of Transferor, there they are any matters that remain in disputeunable to resolve such disagreements, then Buyer’s calculation of the remaining matters Net Working Capital along with Seller’s notice of disagreement (both modified to reflect only unresolved disagreements) and a written response from Buyer to Seller’s notice of disagreement (setting forth in dispute reasonable detail the particulars of Buyer’s disagreement) shall be submitted within ten (10) days after the last day of the Resolution Period to Xxxx & Associates the Neutral Arbiter to resolve any remaining disagreements. Buyer and Seller agree to execute, if requested by the Neutral Arbiter, a customary engagement letter. The Neutral Arbiter shall determine as promptly as practicable, but in any event within thirty (30) days of the date on which such dispute is referred to the Neutral Arbiter, whether (and only with respect to the remaining disagreements submitted to the Neutral Arbiter) and to what extent (if any) the amount of the Net Working Capital as determined in accordance with the terms of this Agreement requires correction; provided that the scope of the dispute to be resolved by the Neutral Arbiter shall be limited to whether the Buyer’s calculation of the Net Working Capital was calculated in accordance with the Working Capital Principles, and whether there were mathematical errors in such calculation, and the Neutral Arbiter shall not make any other determination. In reaching its determination, the only alternatives available to the Neutral Arbiter will be to (i) accept the position of Buyer, (ii) accept the position of Seller or (iii) determine a position between those two positions. The Neutral Arbiter will determine the allocation of its costs and expenses based on the inverse of the percentage which its award (before such allocation) bears to the total amount of the total items in arbitration as originally submitted to it. Accordingly, by way of example, should the items in arbitration total in amount to $1,000 and the Neutral Arbiter awards $600 in favor of Seller’s position, 60% of the costs and expenses would be assessed against Buyer and 40% of the costs and expenses would be assessed against Seller. The determination of the Neutral Arbiter shall be final, binding and conclusive. The date on which the amount of the Closing Working Capital is finally determined in accordance with this Section 2.8(c) (whether due to agreement by Buyer and Seller or a determination by the Neutral Arbiter in accordance with this Section 2.8(c)), is hereinafter referred as to the “RefereeDetermination Date.” (d) For the purposes of this Agreement, “Final Working Capital” means the Net Working Capital, as finally agreed or determined in accordance with Section 2.8(c). Upon the determination of the Final Working Capital pursuant to Section 2.8(c), (i) if (and only if) the Final Working Capital has a higher value than the Working Capital Estimate, Buyer shall promptly (but in any event within the following five (5) Business Days for resolution. The Referee shall make a determination with respect following the Determination Date) deliver to Seller the disputed matters submitted to it and determine amount by which the Net Final Working Capital exceeds the Working Capital Estimate by wire transfer of the Company immediately available funds to an account or accounts designated by Seller in writing and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) if (and only if) the determination Working Capital Estimate has a higher value than the Final Working Capital, then Seller shall promptly (but in any event within five Business Days following the Determination Date) deliver to Buyer a cash payment in the amount by which the Referee Working Capital Estimate exceeds the Final Working Capital by wire transfer of immediately available funds to one or more accounts designated by Buyer in writing. Upon payment of the Net Working Capital amounts provided in this Section 2.8(d), none of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment parties hereto may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with make or assert any claim under this Section 2.2(b), is referred to as the “Final Net Working Capital2.8.” (c) If the Final Net Working Capital is less than zero, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cash.