Common use of Working Capital Adjustments Clause in Contracts

Working Capital Adjustments. (a) The Purchase Price shall be (i) increased on a dollar for dollar basis to the extent that the Working Capital as of the Closing Date is greater than the Required Working Capital Balance, or decreased on a dollar for dollar basis to the extent that the Working Capital as of the Closing Date is less than the Required Working Capital Balance and (ii) decreased by an amount equal to the Interim Period Economics (the cumulative effect of both such adjustments, being the “Working Capital Adjustment”). (b) No less than 2 Business Days prior to the Closing Date, Seller shall prepare in consultation with, and deliver to, Buyer in writing a good faith estimate of the Working Capital Adjustment (the “Initial Adjustment”), together with its calculation of the Working Capital Adjustment in reasonable detail (the “Closing Date Estimate”), and the Purchase Price shall be adjusted at the Closing based upon such Closing Date Estimate. (c) On or before the date that is 60 days after the Closing Date, Buyer shall prepare and deliver to Seller (i) (A) a consolidated balance sheet of the NOARK Group (the “Working Capital Balance Sheet”) reflecting the Working Capital as of the Closing (the “Closing Date Working Capital”), and (B) a consolidated statement of the NOARK Group showing in reasonable detail the calculation of the Interim Period Economics, and (ii) a statement (a “Closing Statement”) setting forth (x) a calculation of the Working Capital Adjustment, and (y) the Final Purchase Price (which shall take into account the Initial Adjustment made at the Closing pursuant to the Closing Date Estimate), each of which are to be prepared in accordance with GAAP. Seller shall reasonably cooperate with Buyer in the preparation of the Closing Statement and provide to Buyer such data and information as Buyer may reasonably request supporting the amounts reflected in the Closing Statement. (d) The Closing Statement shall become final and binding upon the Parties on the date (the “Final Settlement Date”) that is 30 days following delivery thereof by Buyer unless Seller gives written notice of its bona fide disagreement (“Dispute Notice”) to Buyer prior to such date, in which case such Closing Statement (as revised in accordance with Section 2.4(e), if applicable) shall become final and binding on the earlier of (i) the date upon which Seller and Buyer agree in writing with respect to all matters specified in the Dispute Notice and (ii) the date upon which the Final Closing Statement is issued by the Accountant. Any Dispute Notice shall specify in reasonable detail the item, dollar amount, and basis of any disagreement asserted.

Working Capital Adjustments. (a) The Purchase Price shall be As promptly as practicable, but in no event later than ninety (i90) increased on a dollar for dollar basis to the extent that the Working Capital as of the Closing Date is greater than the Required Working Capital Balance, or decreased on a dollar for dollar basis to the extent that the Working Capital as of the Closing Date is less than the Required Working Capital Balance and (ii) decreased by an amount equal to the Interim Period Economics (the cumulative effect of both such adjustments, being the “Working Capital Adjustment”). (b) No less than 2 Business Days prior to days following the Closing Date, the Buyer shall have prepared and delivered to the Seller shall prepare in consultation with, and deliver to, Buyer in writing a good faith estimate of the Working Capital Adjustment an internally prepared statement (the “Initial Adjustment”), together with its calculation of the Working Capital Adjustment in reasonable detail (the “Closing Date Estimate”), and the Purchase Price shall be adjusted at the Closing based upon such Closing Date Estimate. (c) On or before the date that is 60 days after the Closing Date, Buyer shall prepare and deliver to Seller (i) (A) a consolidated balance sheet of the NOARK Group (the “Working Capital Balance Sheet”) reflecting the Working Capital as of the Closing (the “Closing Date Working Capital”), and (B) a consolidated statement of the NOARK Group showing in reasonable detail the calculation of the Interim Period Economics, and (ii) a statement (a “Closing Statement”) setting forth (x) a the Buyer’s calculation of the Closing Working Capital AdjustmentCapital, and (y) the Final Purchase Price (which shall take into account the Initial Adjustment made at as of the Closing pursuant to Date, together with all worksheets, working papers, schedules and other data that supports the Closing Date Estimate), each of which are to Statement. The Closing Statement shall be prepared from the books and records of the Seller and in accordance with GAAP. The Closing Statement will be in the form attached hereto as Exhibit 2.5(a). (b) In the event that the Seller does not agree with the Closing Statement or the calculation of the Closing Working Capital reflected therein, the Seller shall reasonably cooperate with notify the Buyer in the preparation writing of its objections within thirty (30) days after receipt of the Closing Statement and provide shall set forth, in reasonable detail, the reasons for the Seller’s objections (a “Working Capital Notice of Disagreement”). If the Seller fails to Buyer deliver a Working Capital Notice of Disagreement within such data thirty (30)‑day period, then the Seller shall be deemed to have irrevocably accepted as final the Closing Statement and information as Buyer may reasonably request supporting the amounts reflected Buyer’s calculation of the Closing Working Capital set forth in the Closing Statement. If the Seller delivers to the Buyer a Working Capital Notice of Disagreement within such thirty (30)‑day period, the Seller and the Buyer shall endeavor in good faith to resolve any disputed items within thirty (30) days after the Buyer’s receipt of the Seller’s Working Capital Notice of Disagreement. If the Buyer and the Seller are able to resolve all disputed items within such thirty (30)‑day period, the Buyer and the Seller shall be deemed to have accepted, as final, KCP-4567096-16 a revised Closing Statement that shall reflect the agreed resolution relating to the computations of the Closing Working Capital. (c) If the Buyer and the Seller are unable to resolve all disputed items within such thirty (30)‑day period, the Buyer and the Seller shall promptly engage an independent certified public accounting firm as mutually agreed by the Buyer and the Seller (the “Accounting Firm”) to resolve the items remaining in dispute (the “Disputed Working Capital Items”). The Buyer and the Seller agree to execute such customary documents, agreements and arrangements as are reasonably requested by the Accounting Firm in connection with such engagement. Within ten (10) days following the engagement of the Accounting Firm, each of the Seller and the Buyer shall submit to the Accounting Firm its respective position with regard to the Disputed Working Capital Items. The Accounting Firm shall be instructed to use all reasonable efforts to resolve all the Disputed Working Capital Items within thirty (30) days following its receipt of the respective positions of the Seller and the Buyer. The determination by the Accounting Firm shall be conclusive and binding on the Seller and the Buyer, absent manifest error. In connection with the Accounting Firm’s determinations hereunder, (i) the scope of the Accounting Firm’s review shall be limited to only the Disputed Working Capital Items, (ii) the Accounting Firm shall not assign a value to any Disputed Working Capital Item greater than the greatest value for such Disputed Working Capital Item claimed by any Party or less than the lowest value for such Disputed Working Capital Item claimed by any Party, in each case as presented to the Accounting Firm and (iii) the Accounting Firm shall conduct its determination activities in a manner wherein all materials submitted to it are held in confidence and shall not be disclosed to third parties. After the Accounting Firm has resolved the Disputed Working Capital Items, the Buyer and the Seller shall be deemed to have accepted as final a revised Closing Working Capital Statement, which shall (A) be prepared by the Accounting Firm and (B) reflect the Disputed Working Capital Items resolved by the Accounting Firm, setting forth the basis for its resolution of each of the Disputed Working Capital Items. The Parties agree that judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party or Parties against which such determination is to be enforced. (d) The calculations of the Closing Statement Working Capital (whether determined by failure of the Seller to deliver a Working Capital Notice of Disagreement, by agreement of the Seller and the Buyer or by final determination of the Accounting Firm) shall become final be set forth in writing on a “Final Closing Statement,” in the form attached hereto as Exhibit 2.5(s), and binding upon the Parties on the date (Closing Working Capital calculation set forth thereon shall be referred to herein as the “Final Settlement Date”) that is 30 days following delivery thereof by Buyer unless Seller gives written notice of its bona fide disagreement (“Dispute Notice”) to Buyer prior to such date, in which case such Closing Statement (Working Capital.” The Purchase Price shall be adjusted on a dollar‑for‑dollar basis as revised in accordance with Section 2.4(e), if applicable) shall become final and binding on the earlier of (i) the date upon which Seller and Buyer agree in writing with respect to all matters specified in the Dispute Notice and (ii) the date upon which the Final Closing Statement is issued by the Accountant. Any Dispute Notice shall specify in reasonable detail the item, dollar amount, and basis of any disagreement asserted.follows:

Working Capital Adjustments. (a) The Purchase Price shall be Preparation of Working Capital Adjustment Balance Sheet and Working Capital Statement: Forthwith after the earlier of Closing Date (iif such date occurs prior to June 30, 2004) increased on a dollar for dollar basis to or June 30, 2004, the extent that Vendor will prepare the Working Capital Adjustment Date Balance Sheet and the Net Purchased Working Capital Statement setting out the Net Purchased Working Capital as of at the Effective Time on the Closing Date is greater than or June 30, 2004, as the Required Working Capital Balance, or decreased on a dollar for dollar basis to the extent that the Working Capital as of the Closing Date is less than the Required Working Capital Balance and (ii) decreased by an amount equal to the Interim Period Economics (the cumulative effect of both such adjustments, being the “Working Capital Adjustment”). (b) No less than 2 Business Days prior to the Closing Date, Seller shall prepare in consultation with, and deliver to, Buyer in writing a good faith estimate case may be. The Vendor will cause two copies of the Working Capital Adjustment Date Balance Sheet and the Working Capital Statement to be delivered to the Purchaser as soon as possible and in any event not later than 45 days after the Closing Date or June 30, 2004, as the case may be. Notwithstanding the preceding sentence or any other provisions hereof, if the Closing Date would otherwise occur between June 17, 2004 and June 30, 2004, the Vendor will, in its sole discretion, either: (the “Initial Adjustment”), together with its calculation i) cause two copies of the Working Capital Adjustment in reasonable detail (the “Closing Date Estimate”), Balance Sheet and the Purchase Price shall be adjusted at the Closing based upon such Closing Date Estimate. (c) On or before the date that is 60 days after the Closing Date, Buyer shall prepare and deliver to Seller (i) (A) a consolidated balance sheet of the NOARK Group (the “Working Capital Balance Sheet”) reflecting the Working Capital Statement to be delivered to the Purchaser as of the Closing (the “Closing Date Working Capital”)soon as possible and any event not later than 30 days after June 30, and (B) a consolidated statement of the NOARK Group showing in reasonable detail the calculation of the Interim Period Economics, and 2004; or (ii) a statement (a “agree to delay the Closing to July 2, 2004. The Vendor will provide the Purchaser's auditors with such cooperation and supporting working papers as they may reasonably require to enable them to review the Working Capital Adjustment Date Balance Sheet and the Net Purchased Working Capital Statement”) setting forth (x) a calculation . Within 30 days after delivery of the Working Capital AdjustmentAdjustment Date Balance Sheet and the Net Purchased Working Capital Statement, the Purchaser will advise the Vendor in writing whether the Net Purchased Working Capital is agreed to by the Purchaser and (y) if not, specifying the Final Purchase Price (which shall take into account matters not agreed to and, in such case, the Initial Adjustment made at the Closing pursuant matters in dispute will be referred to the Closing Date Estimate)Accountants acting as experts and not arbitrators. The Parties may make submissions to the Accountants and shall provide the Accountants with additional documents, each of which are to be prepared materials and other presentations they might require in accordance relation with GAAPthe disputed matters. Seller shall reasonably cooperate with Buyer in the preparation The determination of the Closing Statement and provide to Buyer such data and information as Buyer may reasonably request supporting the amounts reflected in the Closing Statement. (d) The Closing Statement Accountants shall become final and binding upon the Parties on the date (the “Final Settlement Date”) that is 30 days following delivery thereof by Buyer unless Seller gives written notice of its bona fide disagreement (“Dispute Notice”) to Buyer prior to such date, in which case such Closing Statement (as revised in accordance with Section 2.4(e), if applicable) shall become be final and binding on the earlier Parties. The fees of (i) the date upon which Seller and Buyer agree Accountants in writing with respect of the dispute shall be borne as to all matters specified in the Dispute Notice and (ii) the date upon which the Final Closing Statement is issued one-half by the Accountant. Any Dispute Notice shall specify in reasonable detail Vendor and as to one-half by the item, dollar amount, and basis of any disagreement assertedPurchaser.

Working Capital Adjustments. (a) The Purchase Price shall be (i) increased on Within ninety (90) days after the Closing, Seller shall prepare and deliver to Buyer a dollar for dollar basis written statement (the “Working Capital Adjustment Statement”), together with supporting work papers with respect to the extent that calculation of the (ii) amounts set forth therein, which reflects the Working Capital as of the Closing Date is greater than Effective Time for PNGTS. Seller agrees to cooperate with Buyer in connection with the Required preparation of the Working Capital BalanceAdjustment Statement and related information, and shall provide to Buyer and Buyer’s representatives such books, records and information relating to PNGTS during normal business hours, as may be reasonably requested from time to time by Buyer or decreased its representatives. (iii) Buyer may dispute the Working Capital Adjustment Statement and the items reflected therein; provided, however, that Buyer shall notify Seller in writing of any disputed amounts, and provide a reasonably detailed description of the basis of such dispute, within ninety (90) days after Buyer’s receipt of the Working Capital Adjustment Statement. In the event of such a dispute, the Parties shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the Parties. If the Parties are unable to reach a dollar resolution of any such differences within ninety (90) days after Seller’s receipt of Buyer’s written notice of dispute, the Parties shall submit the amounts remaining in dispute for dollar basis determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the Parties, within ninety (90) days after such submission, a resolution of such remaining disputed amounts, and such resolution shall be final, binding and conclusive on the Parties with respect to the remaining amounts disputed. The Independent Accounting Firm shall only resolve the disputed amounts by choosing the amounts submitted by Buyer or Seller or amounts in between. The fees and disbursements of the Independent Accounting Firm shall be shared equally by Buyer, on the one hand, and Seller, on the other hand. For the avoidance of doubt, the Working Capital Adjustment Statement and the amounts reflected thereon shall be deemed to be modified to the extent of any changes thereto that become final, binding and conclusive on the Parties based on mutual agreement or a determination of the Independent Accounting Firm in accordance with this Section 1.03(b). (iv) Within five (5) Business Days after the earliest to occur of (i) a mutual written agreement of the Parties with respect to the Working Capital Adjustment Statement (ii) the termination of the ninety (90) day period described in Section 1.03(b) if Buyer does not provide a notice of dispute within such period as provided therein and (iii) the final determination of all such disputed amounts in accordance with Section 1.03(b), (A) if Working Capital as of the Closing Date is less than Effective Time exceeds the Required Estimated Working Capital Balance and (ii) decreased by an amount equal to the Interim Period Economics (the cumulative effect of both such adjustments, being the “Working Capital Adjustment”). (b) No less than 2 Business Days prior to the Closing Date, Seller shall prepare in consultation with, and deliver to, Buyer in writing a good faith estimate of the Working Capital Adjustment (the “Initial Adjustment”), together with its calculation of the Working Capital Adjustment in reasonable detail (the “Closing Date Estimate”), and the Purchase Price shall be adjusted at the Closing based upon such Closing Date Estimate. (c) On or before the date that is 60 days after the Closing DateCapital, Buyer shall prepare and deliver to pay Seller (i) (A) a consolidated balance sheet 49.9% of the NOARK Group amount of such excess, and (the “Working Capital Balance Sheet”B) reflecting the if Working Capital as of the Closing (Effective Time is less than the “Closing Date Estimated Working Capital”), and (B) a consolidated statement Seller shall pay to Buyer 49.9% of the NOARK Group showing in reasonable detail the calculation amount of the Interim Period Economics, and (ii) a statement (a “Closing Statement”) setting forth (x) a calculation of the Working Capital Adjustment, and (y) the Final Purchase Price (which shall take into account the Initial Adjustment such deficiency. All payments made at the Closing pursuant to the Closing Date Estimate)previous sentence shall be paid together with interest thereon for the period commencing on the Effective Time through the date of payment, each of which are to be prepared calculated at the Prime Rate in accordance with GAAP. Seller shall reasonably cooperate with Buyer in the preparation of effect on the Closing Statement and provide to Buyer such data and information as Buyer may reasonably request supporting the amounts reflected in the Closing Statement. (d) The Closing Statement shall become final and binding upon the Parties on the date (the “Final Settlement Date”) that is 30 days following delivery thereof by Buyer unless Seller gives written notice of its bona fide disagreement (“Dispute Notice”) to Buyer prior to such date, in which case such Closing Statement (as revised in accordance with Section 2.4(e), if applicable) shall become final and binding on the earlier cash by wire transfer of (i) the date upon which Seller and Buyer agree in writing with respect to all matters specified in the Dispute Notice and (ii) the date upon which the Final Closing Statement is issued by the Accountant. Any Dispute Notice shall specify in reasonable detail the item, dollar amount, and basis of any disagreement assertedimmediately available funds.

Working Capital Adjustments. (a) The Purchase Price As soon as practicable, but in no event later than 90 days following the Closing Date, Purchaser shall be (i) increased on a dollar for dollar basis to the extent that determine the Working Capital of Seller as of the Closing Date is greater than in accordance with GAAP (the Required “Seller’s Working Capital”) and shall deliver to Seller a written statement (the “Purchaser’s Statement”) setting forth its determination of the Seller’s Working Capital. Purchaser shall afford Seller , or its representatives, access to the records and personnel of the Business for the purpose of reviewing such determination. If Seller objects to any item contained in Purchaser’s Statement, such objection shall be made in writing and delivered to Purchaser within 20 business days following Seller’s receipt of the Purchaser’s Statement, failing which such statement shall be deemed to have been accepted by Seller (such accepted statement and Working Capital Balance, or decreased on a dollar for dollar basis are referred to herein as the “Closing Working Capital Statement” and “Closing Working Capital,” respectively). If Seller so notifies Purchaser of an objection to the extent that Purchaser’s Statement, the Working Capital as of the Closing Date is less than the Required Working Capital Balance and (ii) decreased by an amount equal to the Interim Period Economics (the cumulative effect of both parties shall negotiate in good faith regarding such adjustments, being the “Working Capital Adjustment”)disagreement. (b) No less than 2 Business Days prior If the parties fail to agree on any item contained in the Closing DatePurchaser’s Statement within 10 business days of receipt by Purchaser of the Seller’s statement of objections, Seller shall prepare in consultation with, and deliver to, Buyer in writing a good faith estimate of submit the Working Capital Adjustment Purchaser’s Statement to PricewaterhouseCoopers (the “Initial AdjustmentIndependent Accountant”). Seller shall use its reasonable best efforts to cause the Independent Accountant to review the Purchaser’s Statement as soon as practicable, together with its calculation but in any event within thirty (30) business days after the delivery of Purchaser’s Statement to the Independent Accountant. The determination of the Closing Working Capital Adjustment in reasonable detail (and Closing Working Capital Statement by the “Closing Date Estimate”), and the Purchase Price Independent Accountant shall be adjusted at final and binding on the Closing based upon such Closing Date EstimateSeller and Purchaser and not subject to review, challenge or adjustment absent fraud. The costs and expenses of the services of the Independent Accountant’s review shall be borne and paid by the party that the Independent Accountant determines to be least correct in its determination of Seller’s Working Capital. (c) On or before the a date that is 60 mutually convenient to Purchaser and Seller, but in any event not more than 5 business days after the final determination of the Closing Working Capital and Closing Working Capital Statement in accordance with Section 1.6(b) and (c) above (the “Adjustment Date”), Buyer Purchaser and Seller shall prepare and deliver to Seller make the following working capital adjustments: (i) (A) a consolidated balance sheet of if the NOARK Group Closing Working Capital is less than $5,349,000 (the “Working Capital Balance Sheet”) reflecting the Working Capital as of the Closing (the “Closing Date Target Working Capital”)) by $100,000 or more, and (B) a consolidated statement of the NOARK Group showing in reasonable detail the calculation of the Interim Period Economics, and Seller shall pay to Purchaser an amount equal to such deficit; or (ii) a statement (a “if the Closing Statement”) setting forth (x) a calculation of the Working Capital Adjustmentis greater than the Target Working Capital by $100,000 or more, and (y) the Final Purchase Price (which Purchaser shall take into account the Initial Adjustment made at the Closing pursuant pay to the Closing Date Estimate), each of which are Seller an amount equal to be prepared in accordance with GAAP. Seller shall reasonably cooperate with Buyer in the preparation of the Closing Statement and provide to Buyer such data and information as Buyer may reasonably request supporting the amounts reflected in the Closing Statementexcess. (d) The Closing Statement shall become final and binding upon the Parties on the date (the “Final Settlement Date”) that is 30 days following delivery thereof by Buyer unless Seller gives written notice of its bona fide disagreement (“Dispute Notice”) Any amounts payable pursuant to Buyer prior to such date, in which case such Closing Statement (as revised in accordance with Section 2.4(e), if applicable1.6(d) shall become final and binding on be paid within five (5) business days after the earlier of (i) the date upon which Seller and Buyer agree Adjustment Date in writing with respect to all matters specified in the Dispute Notice and (ii) the date upon which the Final Closing Statement is issued by the Accountant. Any Dispute Notice shall specify in reasonable detail the item, dollar amount, and basis of any disagreement assertedimmediately available funds.

Working Capital Adjustments. It is the intent of Buyer and --------------------------- Seller that Buyer purchase the Adjusted Net Working Capital of Seller as of Closing. Therefore, Buyer and Seller agree to take the following actions: (a) The Purchase Price At the Closing, Buyer shall be (i) increased on a dollar for dollar basis pay to the extent that the Working Capital as of the Closing Date is greater than the Required Working Capital Balance, or decreased on a dollar for dollar basis to the extent that the Working Capital as of the Closing Date is less than the Required Working Capital Balance and (ii) decreased by Seller an amount equal to the Interim Period Economics (the cumulative effect of both such adjustments, being the “Estimated Adjusted Net Working Capital Adjustment”)Capital. (b) No less than 2 Business Days prior to Seller shall consult with Buyer in the Closing Datecourse of preparing and, within sixty (60) days after Closing, Seller shall prepare in consultation withwill deliver or cause to be delivered to Buyer, and deliver to, Buyer in writing a good faith estimate statement as of the Working Capital Adjustment Closing (the “Initial Adjustment”), together with its calculation of the Working Capital Adjustment "CLOSING STATEMENT") that sets forth in reasonable detail the Adjusted Net Working Capital of Seller as of Closing. Buyer and Seller acknowledge and agree that the purpose of the procedures and adjustments contemplated by this Section 2.2 is to reflect accurately the Adjusted Net Working Capital of Seller at Closing using the accounting procedures set forth on Schedule 2.2 (the “"AGREED ACCOUNTING PROCEDURES"). The Closing Date Estimate”), and the Purchase Price Statement shall be adjusted at certified by Seller as having been prepared using the Closing based upon such Closing Date EstimateAgreed Accounting Procedures. Buyer agrees that any adjustments proposed in accordance with the following paragraph will not involve changes in or challenges to any of the Agreed Accounting Procedures that have been consistently applied. (c) On or before Following the date that is 60 days after the Closing Date, Buyer shall prepare and deliver to Seller (i) (A) a consolidated balance sheet of the NOARK Group (the “Working Capital Balance Sheet”) reflecting the Working Capital as delivery of the Closing (Statement to Buyer, Buyer will have the “Closing Date Working Capital”), and (B) a consolidated statement of the NOARK Group showing in reasonable detail the calculation of the Interim Period Economics, and (ii) a statement (a “Closing Statement”) setting forth (x) a calculation of the Working Capital Adjustment, and (y) the Final Purchase Price (which shall take into account the Initial Adjustment made at right to review the Closing pursuant Statement to the Closing Date Estimate), each of which are to be determine whether it was prepared in accordance with GAAPthe Agreed Accounting Procedures. Seller shall reasonably cooperate will permit Buyer and its independent accountants access at all reasonable times to all of the working papers, analyses and schedules of Seller utilized or prepared in connection with Buyer in the preparation of the Closing Statement. Within the 30-day period after receipt of the Closing Statement, Buyer will, in a written notice to Seller, either accept the Closing Statement or describe in reasonable detail any proposed adjustments to such Closing Statement and provide the reasons therefor. If Seller has not received such notice of proposed adjustments within such 30-day period, Buyer will be deemed irrevocably to Buyer such data and information as Buyer may reasonably request supporting the amounts reflected in have accepted the Closing Statement. (d) Buyer and Seller will negotiate in good faith to resolve any disputes over any proposed adjustments to the Closing Statement. However, if any such dispute is not resolved within thirty (30) days following the receipt by Seller of the proposed adjustments, Buyer and Seller jointly will select an independent public accounting firm that is nationally recognized in the United States to resolve such disputes, which resolution will be final and binding. The fees and expenses of such accounting firm will be shared by Buyer and Seller in proportion to the relative amounts of the disputed amount determined to be for the account of Buyer and Seller, respectively. (e) Upon the acceptance of the Closing Statement shall become final and binding upon by Buyer or the Parties resolution in writing of any disputes arising out of any proposed adjustments, (A) if the Adjusted Net Working Capital of Buyer as set forth on the date (the “Final Settlement Date”) that is 30 days following delivery thereof by Buyer unless Seller gives written notice of its bona fide disagreement (“Dispute Notice”) to Buyer prior to such date, in which case such Closing Statement (as revised in accordance with Section 2.4(e), if applicable) shall become final and binding on the earlier of (i) the date upon which Seller and Buyer agree in writing with respect to all matters specified in the Dispute Notice and (ii) the date upon which the Final Closing Statement is issued by greater than the AccountantEstimated Adjusted Net Working Capital, Buyer will promptly (but in no event more than five (5) days thereafter) pay to Seller the amount of such difference, or (B) if the Adjusted Net Working Capital of Buyer as set forth on the Closing Statement is less than the Estimated Adjusted Net Working Capital, Seller will promptly (but in no event more than five (5) days thereafter) pay to Buyer the amount of such difference. Any Dispute Notice shall specify in reasonable detail the item, dollar amount, and basis such payment pursuant to this Section 2.2 will be made by wire transfer of any disagreement assertedimmediately available funds.

Working Capital Adjustments. (a) The Cash Purchase Price shall be (i) increased on a dollar for dollar basis to the extent that the Working Capital as of the Closing Date is greater than the Required Working Capital Balance, or decreased on a dollar for dollar basis to the extent that the Working Capital as of the Closing Date is less than the Required Working Capital Balance and (ii) decreased adjusted by an amount equal to the Interim Period Economics (the cumulative effect of both such adjustments, being the “Working Capital Adjustment”, which shall be determined as follows: (i) Increased by the following amounts: A. Prepaid items representing the expenses incurred by the Companies in the Ordinary Course of Business prior to the Closing Date for services to be performed or goods to be received, in whole or in part, after the Closing Date, as set forth on Schedule 2.6(i)(A). B. Outstanding Accounts Receivable of the Companies as of the Closing Date, which are set forth on Schedule 2.6(i)(B). For the purposes of calculating the Estimated Working Capital Adjustment, the outstanding Accounts Receivable of the Companies as of the Closing Date shall be based upon the following aging categories and amounts: (1) 95% of the Accounts Receivables outstanding for 30 days or less as of the Closing Date; (2) 70% of the Accounts Receivables outstanding for more 30 days but less than 60 days as of the Closing Date; and (3) 25% of the Accounts Receivables outstanding for more 60 days but less than 90 days as of the Closing Date. Notwithstanding the foregoing calculation method with respect to the Estimated Working Capital Adjustment, for the purposes of calculating the Final Working Capital Determination and the Final Statement, the value of the outstanding Accounts Receivable of the Companies as of the Closing Date shall equal the amounts actually collected within 90 days after the Closing Date with respect to the specific Accounts Receivable set forth on Schedule 2.6(i)(B). (bii) No less than 2 Decreased by the following amounts: A. The amount of any deferred revenue or prepaid income for services to be performed in connection with the Ordinary Course of Business Days of the Companies on or after the Closing Date as described on Schedule 2.6(ii)(A). B. The amounts set forth on Schedule 2.6(ii)(B) which constitute the remaining amounts to be paid on or after the Closing Date for the current terms of the equipment leases described on Schedule 2.6(ii)(B). Five (5) business days prior to the Closing DateClosing, Seller shall prepare in consultation with, and deliver to, have delivered to Buyer in writing a good faith estimate of the estimated Working Capital Adjustment (the “Initial Estimated Working Capital Adjustment”), together with its calculation which shall be attached to this Agreement as Schedule 2.6 used for determining the preliminary amount of the Working Capital Adjustment in reasonable detail paid to Seller at Closing. Within ninety (the “Closing Date Estimate”), and the Purchase Price shall be adjusted at the Closing based upon such Closing Date Estimate. (c90) On or before the date that is 60 calendar days after the Closing Date, Buyer shall prepare and deliver to Seller Seller: (i) (A) a consolidated balance sheet of the NOARK Group (the “Working Capital Balance Sheet”) reflecting the Working Capital as of the Closing Date (the “Closing Date Working CapitalBalance Sheet”), and (B) a consolidated statement of the NOARK Group showing in reasonable detail the calculation of the Interim Period Economics, and (ii) a statement (a “Closing Statement”) setting forth (x) a calculation reflecting Buyer’s determination of the Working Capital Adjustment, Adjustment as of the Closing Date (the “Final Working Capital Determination”) and the calculation thereof (y) the “Final Statement”). Buyer shall provide Seller with access to copies of all work papers and other relevant documents to verify the entries contained in the Closing Date Balance Sheet and the Final Purchase Price Statement. Seller shall have a period of thirty (which shall take into account the Initial Adjustment made at 30) calendar days after delivery of the Closing pursuant Date Balance Sheet and the Final Statement to review them and make any written objections Seller may have in writing to Buyer. If written objections to the Closing Date EstimateBalance Sheet and Final Statement are delivered to Buyer within such thirty (30) day period, then Buyer and Seller shall attempt to resolve the matter or matters in dispute. If no written objections are made by Seller within such thirty (30) day period, the Final Net Working Capital Determination shall be deemed accepted by Seller and the Purchase Price shall be adjusted by the amount of the Working Capital Adjustment pursuant to the Final Statement. If disputes with Final Working Capital Determination cannot be resolved by Buyer and Seller within thirty (30) calendar days after the delivery of Seller’s objections to the Closing Date Balance Sheet or the Final Statement, then the specific matters in dispute (the “Disputed Amounts”), along with each party’s written calculation of which are the Final Working Capital Determination, the Closing Date Balance Sheet, the Final Statement, Seller’s written objections, and all work papers related thereto (the “Determination Materials”) shall be submitted to be prepared an independent certified accounting firm (the “Accounting Arbitrator”) with an office in Richmond, Virginia mutually agreed to by the Parties. The Accounting Arbitrator shall review the Determination Materials and shall determine, in accordance with GAAPthis paragraph, the Final Working Capital Determination (and any adjustment, if any, shall only be based upon the Disputed Amounts), which may not be outside the range comprised of the parties Final Working Capital Determinations, and which shall be final, binding and non-appealable. Within five (5) calendar days after delivery of such opinion to Buyer and Seller, the Purchase Price shall be adjusted by the amount of the Final Working Capital Determination by the Accounting Arbitrator. All fees and other costs charged by the Accounting Arbitrator shall be borne based upon 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. If the Final Net Working Capital Determination is less than the Estimated Working Capital Adjustment, Seller shall reasonably cooperate with Buyer in pay the preparation amount of such shortfall to Purchaser within ten (10) days of the Closing Statement and provide to Buyer deemed acceptance of the Final Net Working Capital Determination or the receipt of the Final Working Capital Determination from the Accounting Arbitrator, as the case may be. If the Final Net Working Capital Determination is greater than the Estimated Working Capital Adjustment, Purchaser shall pay Seller the amount of such data and information difference within ten (10) days of the deemed acceptance of the Final Net Working Capital Determination or the receipt of the Final Working Capital Determination from the Accounting Arbitrator, as Buyer the case may reasonably request supporting the amounts reflected in the Closing Statement. be. The parties shall make any deliveries or payment required by this Section 2.6 within ten (d10) The Closing Statement shall become final and binding upon the Parties on the date (the “Final Settlement Date”) that is 30 days following delivery thereof by Buyer unless Seller gives written notice of its bona fide disagreement (“Dispute Notice”) to Buyer prior to such date, in which case such Closing Statement (as revised in accordance with Section 2.4(e), if applicable) shall become final and binding on the earlier of after (i) any undisputed portion of the date upon which Final Net Working Capital Determination is deemed accepted by Seller, and (ii) for the Disputed Amounts, the determination of the Final Working Capital Determination. Any payments made pursuant to this paragraph shall be treated for all purposes as an adjustment to the Purchase Price. In the event any amount from any of the Accounts Receivable set forth on Schedule 2.6(i)(B) is not actually collected by the Companies within 90 days after the Closing Date (and the failure of such collection is taken into account in connection with the Final Working Capital Determination) but is subsequently collected by the Companies, the Companies shall pay such amount to Seller within 5 Business Days of receipt thereof. The Companies shall bxxx and Buyer agree in writing send invoices with respect to all matters specified Accounts Receivable set forth on Schedule 2.6(i)(B) in the Dispute Notice and (ii) ordinary course consistent with the date upon which past practice of the Final Closing Statement is issued Companies but shall have no further duties to collect such Accounts Receivable. All amounts collected by the Accountant. Any Dispute Notice Companies from any customer or affiliate of a customer owing amounts related to any of the Accounts Receivable set forth on Schedule 2.6(i)(B) shall specify in reasonable detail apply to the item, dollar amount, and basis oldest outstanding invoices of any disagreement assertedsuch customer or its affiliate first.

Working Capital Adjustments. Within ten (a10) The Purchase Price shall be (i) increased on a dollar for dollar basis to the extent that the Working Capital as of the Closing Date is greater than the Required Working Capital Balance, or decreased on a dollar for dollar basis to the extent that the Working Capital as of the Closing Date is less than the Required Working Capital Balance and (ii) decreased by an amount equal to the Interim Period Economics (the cumulative effect of both such adjustments, being the “Working Capital Adjustment”). (b) No less than 2 Business Days prior to the Closing Date, Seller shall prepare in consultation with, and deliver to, Buyer in writing a good faith estimate of the Working Capital Adjustment (the “Initial Adjustment”), together with its calculation of the Working Capital Adjustment in reasonable detail (the “Closing Date Estimate”), and the Purchase Price shall be adjusted at the Closing based upon such Closing Date Estimate. (c) On or before the date that is 60 days after the Closing Date, Buyer shall prepare and deliver to Seller (i) (A) a consolidated balance sheet of the NOARK Group (the “Working Capital Balance Sheet”) reflecting the Working Capital as of the Closing (the “Closing Date Working Capital”), and (B) a consolidated statement of the NOARK Group showing in reasonable detail the calculation of the Interim Period Economics, and (ii) a statement (a “Closing Statement”) setting forth (x) a calculation of the Working Capital Adjustment, and (y) the Final Purchase Price (which shall take into account the Initial Adjustment made at the Closing pursuant to the Closing Date Estimate), each of which are to be prepared in accordance with GAAP. Seller shall reasonably cooperate with Buyer in the preparation of the Preliminary Closing Statement and provide to Buyer such data and information as Buyer may reasonably request supporting the amounts reflected in the Closing Statement. (d) The Closing Statement shall become final and binding upon the Parties on the date (the “Final Settlement Date”) that is 30 days following delivery thereof by Buyer unless Seller gives written notice of its bona fide disagreement (“Dispute Notice”) to Buyer prior to such date, in which case such Closing Statement (as revised in accordance with Section 2.4(e), if applicable) shall has become final and binding on the earlier of (i) the date upon which Seller and Buyer agree Purchaser pursuant to Section 4.3, (a) If the Closing Payment is less than the Pre-Adjustment Purchase Price plus the amount of increase, or minus the amount of decrease, as applicable, in writing with respect to all matters specified in Working Capital of the Dispute Notice and (ii) the date upon which Company as reflected on the Final Closing Statement from Benchmark Working Capital, Purchaser shall pay to Seller, by wire transfer in immediately available funds to the account designated by Seller, an amount equal to such deficit (less any amounts previously paid to Seller pursuant to the last sentence of Section 4.2), plus interest on such amount at a rate per annum equal to “prime rate” as published in the Wall Street Journal under the column titled “Money Rate” on the business day preceding the date of such payment, accruing from the date that is issued by ten (10) days after delivery of the Accountant. Any Dispute Notice shall specify in reasonable detail Preliminary Closing Statement to the item, dollar date of payment of such amount, and basis or (b) If the Closing Payment exceeds the Pre-Adjustment Purchase Price plus the amount of increase, or minus the amount of decrease, as applicable, in Working Capital of the Company as reflected on the Final Closing Statement from Benchmark Working Capital, Seller shall pay to Purchaser, by wire transfer in immediately available funds to the account designated by Purchaser, an amount equal to such excess (less any disagreement assertedamounts previously paid to Purchaser pursuant to the last sentence of Section 4.2), plus interest on such amount at a rate per annum equal to “prime rate” as published in the Wall Street Journal under the column titled “Money Rate” on the business day preceding the date of such payment, accruing from the date that is ten (10) days after delivery of the Preliminary Closing Statement to the date of payment of such amount.

Working Capital Adjustments. In addition to the Purchase Price and in further consideration of the purchases and sales hereunder, the following payments or adjustments shall be made: (a) The Purchase Price Joint Venture and Harriscope shall prepare closing statements as of the last day of the month immediately preceding the Closing Date, indicating, among other items, each of their respective current assets and liabilities (which are or should be reflected on the Joint Venture or Harriscope's balance sheets in accordance with generally accepted accounting principles), which statements shall be prepared in accordance with generally accepted accounting principles consistently applied (the "CLOSING STATEMENTS"). In making such calculations, neither Harriscope's interest in the Joint Venture nor any asset or liability of the Joint Venture shall be included in the current assets or liabilities of Harriscope. In determining Adjusted Positive Working Capital (as defined below) and Adjusted Negative Working Capital (as defined below), the monthly average of the previous four months' cash flow (calculated after any distributions to any Partners) shall be added to the cash balance in such calculation (the "Closing Month Adjustment"). The following payments or adjustments shall be made on the Closing Date: (i) increased on a dollar for dollar basis to To the extent that the current assets (excluding account receivables) plus the Closing Month Adjustment (as contemplated above) are greater than liabilities (excluding the BMI liability described to Buyer), (the "ADJUSTED POSITIVE WORKING CAPITAL") of the Joint Venture as shown on its Closing Statement, Buyer shall pay to (A) NST, 24.5% of the Adjusted Positive Working Capital and (B) the Stockholders (pro rata based upon their proportionate interests in Harriscope as set forth in SCHEDULE 1.2), 50% of the Adjusted Positive Working Capital; and (ii) To the extent that current assets (excluding account receivables) plus the Closing Date Month Adjustment (as contemplated above) are less than such liabilities (the "ADJUSTED NEGATIVE WORKING CAPITAL") of the Joint Venture as shown on its Closing Statement, 74.5% of the Adjusted Negative Working Capital shall be deducted from the proceeds payable to the Sellers from Joint Venture Account Receivables (as defined below) (prior to remitting any amounts received from Joint Venture Account Receivables to Sellers) (proportionally based on their ownership of the Joint Venture), PROVIDED, that to the extent the Adjusted Negative Working Capital is greater than $1 million, 74.5% of such amount above $1 million shall be deducted from the Required proceeds payable to the Sellers at the Closing. In addition, Sellers shall remit to Buyer at the end of the 120 day period determined in Section 1.4(c), 74.5% of the Adjusted Negative Working Capital Balance, or decreased on a dollar balance for dollar basis the Joint Venture remaining after giving effect to the extent net proceeds received from Joint Venture Account Receivables. Furthermore, Sellers shall remit to Buyer at the end of the 120 day period determined in Section 1.4(d) 100% of the Adjusted Negative Working Capital balance for Harriscope after giving effect to the net proceeds received from Harriscope Account Receivables and any remaining Harriscope Account Receivables. In addition to and notwithstanding the above, the parties further agree to similarly adjust the amount payable by Buyer to Stockholders at the Closing to reflect the Adjusted Positive Working Capital or the Adjusted Negative Working Capital of Harriscope based on the above principles without duplication of any item in such calculation that was otherwise included in the calculation for the Joint Venture as contemplated by the preceding paragraphs and with the understanding that the Stockholders shall receive 100% of the Adjusted Positive Working Capital as of the Closing Date is less than the Required Working Capital Balance and (ii) decreased by an amount equal to the Interim Period Economics (the cumulative effect of both such adjustments, being the “Working Capital Adjustment”)Harriscope. (b) No less than 2 Business Days prior to the Closing Date, Seller shall prepare in consultation with, and deliver to, Buyer in writing a good faith estimate of the Working Capital Adjustment (the “Initial Adjustment”), together with its calculation of the Working Capital Adjustment in reasonable detail (the “Closing Date Estimate”), and the Purchase Price shall be adjusted at the Closing based upon such Closing Date Estimate. (c) On or before the date that is 60 Within forty-five business days after the Closing Date, Buyer shall prepare furnish to NST and deliver to Seller (i) (A) a consolidated balance sheet of the NOARK Xxxxxx Group (the “Working Capital Balance Sheet”) reflecting the Working Capital Representative closing statements as of the Closing Date prepared in the same format as the Closing Statements ("Actual Closing Statements"). Within 45 days after delivery to NST and the Xxxxxx Group Representative of the Actual Closing Statements, NST and the Xxxxxx Group Representative shall furnish to Buyer a statement showing any objections they have to the Actual Closing Statements. Any disputes regarding the Actual Closing Statements or any adjustments in connection therewith not resolved by the parties within 30 days after the receipt by Buyer's, NST's and the Xxxxxx Group Representative's objections shall be resolved by a "big six" accounting firm mutually acceptable to the parties. The determination of any accounting firm so selected shall be conclusive and binding upon the parties. The fees and expenses of such accounting firm acting under this Agreement shall be shared equally among the Buyer, NST and the Xxxxxx Group. Upon the agreement or final determination of any Adjusted Positive Working Capital or Adjusted Negative Working Capital different from those determined pursuant to the Actual Closing Statements, Buyer shall make appropriate payments, or Sellers shall make appropriate refunds, within five business days after such agreement or final determination. (c) From and after the Closing, Buyer shall use its reasonable best efforts to collect and receive and liquidate into cash all account receivables of the Joint Venture as of the Closing Date (the “"JOINT VENTURE ACCOUNT RECEIVABLES"), in the ordinary course of the Joint Venture's business and consistent with past practice. TGI will pay its receivables due or accrued as of the Closing Date Working Capital”)to the Joint Venture promptly when due, and in accordance with past practice. From the amounts actually collected or received with respect to the Joint Venture Account Receivables, net of reasonable out-of-pocket collection costs paid to any non-affiliated third party, Buyer shall remit to (Bi) a consolidated statement of the NOARK Group showing in reasonable detail the calculation of the Interim Period Economics, NST its proportionate 24.5% share and (ii) to the Stockholders in proportion to their interest in Harriscope as set forth in SCHEDULE 1.2, Harriscope's proportionate 50.0% share, of any future liquidated Joint Venture Account Receivables collected or received by the Joint Venture or the Buyer, net of reasonable out- of-pocket collection costs paid to any non-affiliated third party, on a statement (a “Closing Statement”) setting forth (x) a calculation monthly basis, by the 15th day of the Working Capital Adjustmentfollowing calendar month. Buyer will exercise reasonable best efforts and diligence to collect such Joint Venture Account Receivables, but will not be required to institute collection or any other court proceedings. NST and the Xxxxxx Group agree that during the Collection Period (as defined herein), the Buyer shall be solely responsible for seeking collection of Joint Venture Account Receivables, and (y) during the Final Purchase Price (which Collection Period, NST and the Xxxxxx Group shall take into account not correspond with or seek payment from any such Joint Venture Account Receivables' debtors. In the Initial Adjustment made at event that any of the Closing pursuant to Joint Venture Account Receivables have not been collected within 120 days after the Closing Date Estimate(the "Collection Period"), each Buyer shall, upon the request of which are NST and the Xxxxxx Group, assign such receivable to be prepared in accordance the NST and the Xxxxxx Group or any entity they may designate, who shall remit to Joint Venture (for the account of Essaness) 25.5% of any net amount collected with GAAP. Seller shall reasonably cooperate with Buyer in the preparation of the Closing Statement and provide respect to Buyer such data and information as Buyer may reasonably request supporting the amounts reflected in the Closing Statementreceivable. (d) The From and after the Closing, Buyer shall use its reasonable best efforts to collect and receive and liquidate into cash all account receivables of Harriscope as of the Closing Statement shall become final and binding upon the Parties on the date Date (the “Final Settlement Date”) that is 30 days following delivery thereof by Buyer unless Seller gives written notice of its bona fide disagreement (“Dispute Notice”) to Buyer prior to such date"HARRISCOPE ACCOUNT RECEIVABLES"), in which case such Closing Statement (as revised in accordance the ordinary course of the Harriscope's business and consistent with Section 2.4(e), if applicable) shall become final and binding on past practice. From the earlier of (i) the date upon which Seller and Buyer agree in writing amounts actually collected or received with respect to all matters specified in the Dispute Notice and (ii) Harriscope Account Receivables, net of reasonable out-of- pocket collection costs paid to any non-affiliated third party, Buyer shall remit to the date upon which the Final Closing Statement is issued Stockholders their respective proportionate share of any future liquidated Harriscope Account Receivables collected or received by Buyer, net of reasonable out-of-pocket collection costs paid to any non-affiliated third party, on a monthly basis, by the Accountant15th day of the following calendar month. Any Dispute Notice Buyer will exercise reasonable best efforts and diligence to collect such future liquidated Harriscope Account Receivables, but will not be required to institute collection or other court proceedings. The Stockholders agree that during the Collection Period the Buyer shall specify in reasonable detail the item, dollar amountbe solely responsible for seeking collection of Harriscope Account Receivables, and basis during the Collection Period the Stockholders shall not correspond with or seek payment from any Harriscope Account Receivables' debtors. Notwithstanding the foregoing, no amount of Harriscope Account Receivables shall be counted for purposes of this Section 1.4(d) to the extent already counted as Joint Venture Account Receivables for purposes of Section 1.4(c). In the event that any disagreement assertedof the Harriscope Account Receivables have not been collected within 120 days after the Closing Date, Buyer shall, upon the request of the Stockholders, assign such receivable to the Stockholders or any entity they may designate. (e) In determining the gross amount received from an account receivables debtor with respect to the Joint Venture Account Receivables or the Harriscope Account Receivables, unless the account debtor disputes an invoice or invoices in writing, such amount received shall be applied to all accounts receivables owed by such party such that the oldest receivable is paid off first.

Working Capital Adjustments. (a) The Purchase Price shall be Not more than ten (i10) increased on a dollar for dollar basis to the extent that the Working Capital as of the Closing Date is greater than the Required Working Capital BalanceBusiness Days, or decreased on a dollar for dollar basis to the extent that the Working Capital as of the Closing Date is but in no event less than the Required Working Capital Balance and two (ii2) decreased by an amount equal to the Interim Period Economics (the cumulative effect of both such adjustmentsBusiness Days, being the “Working Capital Adjustment”). (b) No less than 2 Business Days prior to the Closing Date, Seller the Company in good faith shall prepare in consultation withan unaudited estimated balance sheet of the Company as of the Closing Date (the “Estimated Closing Balance Sheet”) prepared on a basis consistent with the last audited balance sheet of the Company (including adjustments normally made at year end), and deliver to, Buyer in writing a good faith an estimate of the Working Capital Adjustment Amount of the Company as of the close of business on the Closing Date which shall be $1,441,010 (the “Initial AdjustmentEstimated Closing Working Capital Amount”)) based on the Company’s books and records and other information then available. For purposes of this Agreement, together with its calculation (i) “Working Capital Amount” means the excess of the Working Capital Adjustment Company’s current assets (excluding cash and cash equivalents) over the Company’s current liabilities (excluding the current portion of the Long Term Debt Amount and any liabilities associated with Transaction Expenses and the Additional Compensation Payments) each as determined in reasonable detail accordance with GAAP, as modified by this Agreement, applied consistently with the Company’s past practices; (ii) accounts receivable resulting from income with respect to royalty revenue earned in the “month in which the Closing Date Estimate”), shall occur shall be recorded as if the royalty revenue was earned ratably over the month and prorated between the Company and the Purchase Price shall be adjusted at Surviving Company on a daily basis, with only accounts receivable arising from any royalty revenue earned up to the Closing based upon such Closing Date Estimate. (c) On or before the date that is 60 days after close of business on the Closing Date, Buyer shall prepare as provided herein, being reflected on the Estimated Closing Balance Sheet and deliver to Seller the Closing Balance Sheet; and (iiii) current liabilities that (A) a consolidated balance sheet of are incurred in the NOARK Group (the “Working Capital Balance Sheet”) reflecting the Working Capital as of month in which the Closing Date shall occur, (the “Closing Date Working Capital”)B) do not give rise to an offsetting current asset, and (BC) relate to a consolidated statement of the NOARK Group showing in reasonable detail the calculation of the Interim Period Economics, and (ii) a statement (a “Closing Statement”) setting forth (x) a calculation of the Working Capital Adjustment, and (y) the Final Purchase Price (which shall take into account the Initial Adjustment made at the Closing pursuant to period beginning before the Closing Date Estimate), each of which are to be prepared in accordance with GAAP. Seller shall reasonably cooperate with Buyer in the preparation of and ending after the Closing Statement Date shall be recorded as if the expenses to which such current liabilities relate were incurred ratably over the applicable period and provide prorated between the Company and the Surviving Company on a daily basis, with only the current liabilities arising from any expenses incurred up to Buyer such data and information as Buyer may reasonably request supporting the amounts reflected in close of business on the Closing Statement. (d) The Closing Statement shall become final and binding upon the Parties Date, as provided herein, being reflected on the date (Estimated Closing Balance Sheet and the “Final Settlement Date”) that is 30 days following delivery thereof by Buyer unless Seller gives written notice of its bona fide disagreement (“Dispute Notice”) to Buyer prior to such date, in which case such Closing Statement (as revised in accordance with Section 2.4(e), if applicable) shall become final and binding on the earlier of (i) the date upon which Seller and Buyer agree in writing with respect to all matters specified in the Dispute Notice and (ii) the date upon which the Final Closing Statement is issued by the Accountant. Any Dispute Notice shall specify in reasonable detail the item, dollar amount, and basis of any disagreement assertedBalance Sheet.

Working Capital Adjustments. (a) The Purchase Price shall be (i) increased on a decreased --------------------------- dollar for dollar basis dollar, to the extent by which current assets that are part of the Purchased Assets (excluding cash) less the sum of current liabilities that are part of the Assumed Liabilities (excluding cash) ("Working Capital Capital"), in each case, as reflected on the Closing Balance Sheet of the Business prepared pursuant to the procedures outlined in this Section as of the Effective Time (as finally determined, the "Closing Date Balance Sheet") is greater less than $5,880,129 (the Required "Working Capital Balance, or decreased on a dollar for dollar basis to the extent that the Working Capital as of Adjustment"). On the Closing Date is less than or another mutually agreed upon date, the Required Working Capital Balance and (ii) decreased employees of the Zero Cases Division shall conduct a physical inventory to be jointly observed by the parties' respective accounting firms or other designated representatives. The parties shall agree on an amount equal to the Interim Period Economics (the cumulative effect of both such adjustments, being the “Working Capital Adjustment”). (b) No less than 2 Business Days prior to the Closing Date, Seller shall prepare in consultation with, and deliver to, Buyer in writing a good faith estimate of the Working Capital Adjustment (the “Initial Adjustment”), together with its calculation of at Closing based upon the Working Capital Adjustment in reasonable detail from the preliminary balance sheet for the Business for the month ending as of January 31, 2002 (the “Closing Date "Working Capital Estimate”), ") which shall contain appropriate reserves for the Martike and Dolch matters. An initial estimated Working Capital Adjustment to the Purchase Price shall be adjusted made at Closing (the "Estimated Working Capital Adjustment") equal to the amount, if any, by which the Working Capital Estimate is less than $5,880,129. In order to address the proper level of working capital for the Business, the Purchase Price shall be subject to a one-time downward adjustment at Closing based upon such Closing Date Estimate. of $115,000, regardless of, and without effect to, any Working Capital Adjustment. As promptly as practicable, and in any event no more than forty-five (c45) On or before the date that is 60 days after the Closing DateClosing, Buyer Sellers shall prepare and deliver to Seller a draft Closing Balance Sheet with certification by APW Ltd.'s Chief Financial Officer or another APW Ltd. officer. The draft Closing Balance Sheet (ia) (A) a consolidated balance sheet shall be prepared from and consistent with the books and records of the NOARK Group (the “Working Capital Balance Sheet”) reflecting the Working Capital as of the Closing (the “Closing Date Working Capital”), Business; and (Bb) shall be prepared on a consolidated statement of basis consistent with the NOARK Group showing Agreed Accounting Principles. The draft Closing Balance Sheet shall be conclusive and binding on all parties unless Buyers deliver to Sellers a notice specifying in reasonable detail the calculation respects to which they object within forty-five (45) days of Buyers' receipt of the Interim Period Economicsdraft Closing Balance Sheet calculation. If Buyers deliver an objection notice, the parties shall negotiate among themselves for fifteen (15) days to resolve such objections. If no resolution can be reached, then Buyers and Sellers shall jointly submit objections to Ernst & Young or another mutually agreeable big five accounting firm if Ernst & Young is unable to act (the "Expert") which, acting as an expert and not as an arbitrator, shall report on its decision within thirty (30) days of its acceptance of such submission. If a party fails to submit objections to the Expert within 20 days after the acceptance of the Expert to its position and following expiration of the 15-day negotiation period, then the Expert shall rule in favor of the party who has submitted objections. A decision of the Expert shall be conclusive and binding on all the parties. The costs and expenses of the Expert shall be allocated among Buyers and Sellers 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. No later than the third business day following the first to occur of (i) Buyers accepting in writing Sellers' certified draft Closing Balance Sheet, (ii) a statement Buyers' failure to object in writing to Sellers' certified draft Closing Balance Sheet within forty-five (a “45) days of receipt of such certified draft Closing Statement”Balance Sheet, or (iii) setting forth (x) a calculation the decision of the Expert, the following shall occur: if the Working Capital Adjustment after taking into account the impact of the Estimated Working Capital Adjustment at the Closing is a decrease, the Sellers shall pay to Buyers the net amount of such decrease, such payment to be treated as a reduction in and reimbursement of the Purchase Price or, if an increase then Buyers shall pay the Sellers the net amount of such increase, (but only up to the amount of the Estimated Working Capital Adjustment, and (yif any) the Final such payment to be treated as an increase in Purchase Price (which shall take into account the Initial Adjustment Price. All payments made at the Closing by Sellers or Buyers pursuant to the Working Capital Adjustment procedure shall carry interest at 7% from the Closing Date Estimate), each and shall be made in cash by wire transfer of which are same day funds or in other immediately available funds to be prepared in accordance with GAAP. Seller shall reasonably cooperate with Buyer in the preparation of the Closing Statement and provide to Buyer such data and information as Buyer may reasonably request supporting the amounts reflected in the Closing Statement. (d) The Closing Statement shall become final and binding upon the Parties on the date (the “Final Settlement Date”) that is 30 days following delivery thereof by Buyer unless Seller gives written notice of its bona fide disagreement (“Dispute Notice”) to Buyer prior to such date, in which case such Closing Statement (as revised in accordance with Section 2.4(e), if applicable) shall become final and binding on the earlier of (i) the date upon which Seller and Buyer agree in writing with respect to all matters specified in the Dispute Notice and (ii) the date upon which the Final Closing Statement is issued an account or accounts designated by the Accountant. Any Dispute Notice shall specify in reasonable detail party entitled to the item, dollar amount, and basis of any disagreement assertedfunds.

Working Capital Adjustments. (a) The Purchase Price shall be (i) increased If the net book value of the Purchased Assets and the Assumed Liabilities as reflected on a dollar for dollar basis to the extent that the Working Capital balance sheet of Seller as of the Closing Date (the "CLOSING BALANCE Sheet") is greater than or less than TWO MILLION DOLLARS ($2,000,000.00) (such difference a "WORKING CAPITAL ADJUSTMENT"), such difference shall be paid to Seller or Buyer, as the Required case may be, as provided in Sections 1.6(a)(iv) through (vi). The Working Capital Balance, or decreased on a dollar for dollar basis to the extent that the Working Capital Adjustment shall be determined as of the Closing Date is less than the Required Working Capital Balance and (ii) decreased by an amount equal to the Interim Period Economics (the cumulative effect of both such adjustments, being the “Working Capital Adjustment”).follows: (bi) No less than 2 Business Days prior to the Closing DateOn November 15, 1998, Seller shall prepare in consultation with, cause to be prepared and deliver to, delivered to Buyer in writing a good faith estimate of the Working Capital Adjustment (the “Initial Adjustment”), together with its calculation of the Working Capital Adjustment in reasonable detail (the “Closing Date Estimate”), and the Purchase Price Balance Sheet which shall be adjusted at the Closing based upon such Closing Date Estimate. (c) On or before the date that is 60 days after the Closing Datereviewed by Anchin, Buyer Block & Anchin LLP and shall prepare and deliver to Seller (i) (A) a consolidated balance sheet of the NOARK Group (the “Working Capital Balance Sheet”) reflecting the Working Capital as of the Closing (the “Closing Date Working Capital”), and (B) a consolidated statement of the NOARK Group showing in reasonable detail the calculation of the Interim Period Economics, and (ii) include a statement (a “to such effect by Anchin, Block & Anchin LLP. The Closing Statement”) setting forth (x) a calculation of the Working Capital Adjustment, and (y) the Final Purchase Price (which Balance Sheet shall take into account the Initial Adjustment made at the Closing pursuant to the Closing Date Estimate), each of which are to be prepared in accordance with GAAP. Seller , consistent with past practice and shall reasonably cooperate with reflect only the Purchased Assets acquired by Buyer in and the preparation Assumed Liabilities assumed by Buyer on the Closing Date. (ii) Within five (5) business days after receipt of the Closing Statement Balance Sheet, Buyer shall pay Seller by wire transfer an amount equal to the Net Assets reflected on the Closing Balance Sheet (the "INTERIM NET ASSET VALUE") over $2.0 million, together with interest from the Closing Date on such amount at the rate of 8% per annum provided; however, that such interest shall not exceed $100,000.00. Upon and provide after its receipt of the Closing Balance Sheet, Buyer and its representatives shall consult with Seller and its accountants with respect to the Closing Balance Sheet, shall be given an opportunity to review Seller's accountant's workpapers relating to the preparation thereof and shall be given access to such information, including the financial books and records of Seller and its accountants, as is reasonably necessary to perform such examination and review. (iii) Within sixty (60) days after receipt of the Closing Balance Sheet, Buyer such data and information as Buyer may reasonably request supporting shall advise Seller whether it agrees with the amounts reflected determination of the Interim Net Asset Value of Seller presented in the Closing Statement. (d) The Closing Statement Balance Sheet or whether it objects to the same. In the event of an objection, Buyer shall become final and binding upon specify, in writing, its objections and, if possible, provide Seller with its view as to the Parties on proper calculation of the date (amount of the “Final Settlement Date”) that is 30 days following delivery thereof by Interim Net Asset Value. If Buyer unless does not provide the Seller gives with written notice of its bona fide disagreement an objection to the Closing Balance Sheet within said sixty (“Dispute Notice”60) day period, Buyer shall be deemed to Buyer prior to such date, in which case such have accepted the Closing Statement (as revised in accordance with Section 2.4(e), if applicable) shall become final and binding on the earlier of (i) the date upon which Seller and Buyer agree in writing with respect to all matters specified in the Dispute Notice and (ii) the date upon which the Final Closing Statement is issued by the Accountant. Any Dispute Notice shall specify in reasonable detail the item, dollar amount, and basis of any disagreement asserted.Balance Sheet as

Working Capital Adjustments. (a) The Purchase Price shall be (i) increased on Attached hereto as SCHEDULE 3(d)(i) is Sellers' projected statement of Net Working Capital as of February 28, 2002 (the "Target Net Working Capital"). Within five Business Days before the Closing Date, Sellers shall deliver to Buyer a dollar for dollar basis to written estimate of the extent that the Net Working Capital as of the Closing Date is Date, which such estimate shall be calculated in good faith by Sellers and which shall be accompanied by a reasonably detailed schedule showing the calculation thereof (the "Estimated Net Working Capital"). If the Estimated Net Working Capital exceeds the Target Net Working Capital by an amount greater than $350,000 and Buyer does not elect to terminate this Agreement pursuant to Section 12(a)(vi) hereof, then the Required Purchase Price shall be increased by an amount equal to (x) the amount by which the Estimated Net Working Capital Balance, or decreased on a dollar for dollar basis to exceeds the extent that the Target Net Working Capital as of minus (y) $350,000 (the Closing Date is less than the Required "Interim Working Capital Balance Excess"). If the Target Net Working Capital exceeds the Estimated Net Working by an amount greater than $350,000 and (iiSellers do not elect to terminate this Agreement pursuant to Section 12(a)(vii) hereof, then the Purchase Price shall be decreased by an amount equal to (x) the Interim Period Economics amount by which the Target Net Working Capital exceeds the Estimated Net Working Capital minus (y) $350,000 (the cumulative effect "Interim Working Capital Deficiency"). In the event of both any Interim Working Capital Excess or Interim Working Capital Deficiency, the Closing Payment shall be adjusted as provided in Section 3(b) (such adjustmentsadjustments to the Closing Payment and the Purchase Price, being the “"Interim Working Capital Adjustment”"). (bii) No less than 2 Business Days prior to Within 60 days following the Closing Date, Seller Buyer will prepare and deliver to Sellers a statement (the "Closing Date Statement"), certified in writing by Ernst & Young, containing Buyer's calculation of Sellers' Net Working Capital at Closing. Unless Buyer shall prepare have received a written notice from Sellers (the "Dispute Notice") prior to the close of business on the tenth Business Day following Sellers' receipt of the Closing Date Statement which disputes Buyer's calculation of Sellers' Net Working Capital at Closing set forth therein and which sets forth in consultation withreasonable detail the items of dispute (the "Disputed Items"), Buyer's calculation of Sellers' Net Working Capital at Closing set forth on the Closing Date Statement shall be binding for all purposes of this Agreement. In the event that Sellers have delivered a Dispute Notice to Buyer in accordance with this Section 3(d), Buyer and Sellers shall negotiate in good faith to resolve the Disputed Items and agree upon the amount of Sellers' Net Working Capital at Closing and any items not identified in Sellers' Dispute Notice and that are not affected by the determination of any Disputed Items shall be final and binding and shall not be subject to further negotiation between the parties. In the event that Buyer and Sellers fail to agree on the Disputed Items and the amount of Sellers' Net Working Capital at Closing within 14 Business Days following the date of the Dispute Notice, Buyer and Sellers hereby agree that the final determination of the amount of Sellers' Net Working Capital at Closing shall be made by Deloitte Touche (the "Accountant"). The Accountant shall resolve the Disputed Items and determine Sellers' Net Working Capital at Closing based solely on the written submissions and presentations by Sellers and Buyer, and deliver to, not by independent review. Buyer in writing and Sellers shall instruct the Accountant to make a good faith estimate determination with respect to the Disputed Items and report such determination to the parties within 15 Business Days after the date of their submission. The Accountant's resolution of the Disputed Items and determination of Sellers' Net Working Capital at Closing shall be final and binding on the parties, and a judgment may be entered thereon in any court of competent jurisdiction. Each party shall be responsible for the fees and disbursements of the Accountant in the same proportion that (x) the aggregate amount of the Disputed Items with respect to which such party was the non-prevailing party (as finally determined by the Accountant) bears to (y) the aggregate amount of all Disputed Items. Buyer and Sellers agree to execute, if requested by the Accountant, an engagement letter upon terms and conditions that are reasonable and otherwise customary for transactions similar in nature. (iii) If the Net Working Capital at Closing as finally determined pursuant to the previous paragraph (the "Net Working Capital at Closing") exceeds the Target Net Working Capital and the amount of such excess is greater than $350,000, then the Purchase Price, as may have been adjusted at Closing pursuant to the Interim Working Capital Adjustment, shall be finally increased (or decreased as the case may be) by an amount equal to (x) the amount by which the Net Working Capital at Closing exceeds the Target Net Working Capital minus (y) $350,000, all as adjusted upward or downward to give effect to the Interim Working Capital Adjustment. If the Net Working Capital at Closing is less than the Target Net Working Capital and the amount of such deficiency is greater than $350,000, then the Purchase Price, as may have been adjusted at Closing pursuant to the Interim Working Capital Adjustment, shall be finally decreased (or increased as the case may be) by an amount equal to (x) the amount by which the Net Working Capital at Closing is less than the Target Net Working Capital minus (y) $350,000, all as adjusted upward or downward to give effect to the Interim Working Capital Adjustment. Either final adjustment referred to in this Section 3(d)(iii) is referred to as the "Final Working Capital Adjustment." Any amount to which Sellers are entitled pursuant to the Final Working Capital Adjustment shall be paid no later than five (5) Business Days after the “Initial Adjustment”), together with its calculation determination of the Final Working Capital Adjustment by wire transfer of immediately available funds to an account or accounts designated in reasonable detail writing by Sellers. Any amount to which Buyer is entitled pursuant to the Final Working Capital Adjustment shall be paid from the Holdback Amount pursuant to the terms of the Post-Closing Escrow Agreement. (iv) In the “Closing Date Estimate”)event that a Final Working Capital Adjustment is not required under Section 3(d)(iii) but there was an Interim Working Capital Excess or Interim Working Capital Deficiency, then the adjustments made to the Purchase Price due to the Interim Working Capital Excess or Interim Working Capital Deficiency, as the case may be, shall be reversed in whole or in part and the Purchase Price shall be adjusted at the Closing based upon such Closing Date Estimateappropriately adjusted. (c) On or before the date that is 60 days after the Closing Date, Buyer shall prepare and deliver to Seller (i) (A) a consolidated balance sheet of the NOARK Group (the “Working Capital Balance Sheet”) reflecting the Working Capital as of the Closing (the “Closing Date Working Capital”), and (B) a consolidated statement of the NOARK Group showing in reasonable detail the calculation of the Interim Period Economics, and (ii) a statement (a “Closing Statement”) setting forth (x) a calculation of the Working Capital Adjustment, and (y) the Final Purchase Price (which shall take into account the Initial Adjustment made at the Closing pursuant to the Closing Date Estimate), each of which are to be prepared in accordance with GAAP. Seller shall reasonably cooperate with Buyer in the preparation of the Closing Statement and provide to Buyer such data and information as Buyer may reasonably request supporting the amounts reflected in the Closing Statement. (d) The Closing Statement shall become final and binding upon the Parties on the date (the “Final Settlement Date”) that is 30 days following delivery thereof by Buyer unless Seller gives written notice of its bona fide disagreement (“Dispute Notice”) to Buyer prior to such date, in which case such Closing Statement (as revised in accordance with Section 2.4(e), if applicable) shall become final and binding on the earlier of (i) the date upon which Seller and Buyer agree in writing with respect to all matters specified in the Dispute Notice and (ii) the date upon which the Final Closing Statement is issued by the Accountant. Any Dispute Notice shall specify in reasonable detail the item, dollar amount, and basis of any disagreement asserted.

Working Capital Adjustments. (a) The Purchase Price shall be (i) increased on a dollar for dollar basis Seller has delivered to Buyer an estimated balance sheet of the extent that the Working Capital Company prepared as of the Closing Date is greater than the Required Working Capital Balance, or decreased on a dollar for dollar basis to the extent that the Working Capital as of the Closing Date is less than the Required Working Capital Balance and (ii) decreased by an amount equal to the Interim Period Economics Effective Time (the cumulative effect of both such adjustments, being the “Working Capital AdjustmentClosing Balance Sheet”). (b) No less than 2 Business Days prior to the Closing Date, Seller shall prepare in consultation with, and deliver to, Buyer in writing which sets forth a good faith estimate of the amount of (i) Working Capital Adjustment (the “Initial AdjustmentEstimated Working Capital”), together (ii) Cash (“Estimated Cash”), (iii) Indebtedness (“Estimated Indebtedness”) and (iv) Transaction Expenses (“Estimated Transaction Expenses”), in each case as of the Effective Time (which shall be estimated prior to the application of any payments to be made under Section 1.4). The Closing Balance Sheet has been prepared by Seller in accordance with its calculation of GAAP; (b) If the Estimated Working Capital is less than (i) the Working Capital Adjustment in reasonable detail Target minus (the “Closing Date Estimate”ii) Fifty Thousand Dollars ($50,000), and then the Closing Purchase Price shall be adjusted at reduced by the Closing based upon such Closing Date Estimate.full amount by which the Working Capital Target exceeds the Estimated Working Capital; (c) On If the Estimated Working Capital is greater than (i) the Working Capital Target plus (ii) Fifty Thousand Dollars ($50,000), then the Closing Purchase Price shall be increased by the full amount by which the Estimated Working Capital exceeds the Working Capital Target; and (d) Any adjustment pursuant to Sections 1.6(b) or before 1.6(c), as the date that is 60 case may be, shall be the “Closing Adjustment Amount.” (e) Within 90 days after the Closing Date, Buyer shall will prepare and deliver to Seller (i) (A) a consolidated balance sheet of the NOARK Group Company prepared as of the Effective Time (the “Working Capital Final Balance Sheet”) reflecting ), which will set forth the Working amounts of (i)Working Capital as of the Closing (the “Closing Date Working Capital”), and (B) a consolidated statement of the NOARK Group showing in reasonable detail the calculation of the Interim Period Economics, and (ii) a statement Cash (a “Closing StatementCash”), (iii) Indebtedness (“Closing Indebtedness”) setting forth and (xiv) a calculation Transaction Expenses (“Closing Transaction Expenses”), in each case as of the Working Capital Adjustment, and (y) the Final Purchase Price Effective Time (which shall take into account the Initial Adjustment made at the Closing pursuant be calculated prior to the Closing Date Estimateapplication of any payments to be made under Section 1.4), each of which are to . The Final Balance Sheet will be prepared in accordance with GAAP. Seller shall reasonably cooperate with Buyer in Following the preparation delivery of the Closing Statement Final Balance Sheet to Seller, Buyer will and provide will cause the Company to afford Seller and its representatives the opportunity to examine the Final Balance Sheet, and such supporting schedules, analyses, workpapers and other underlying records or documentation as are reasonably necessary and appropriate. Buyer will and will cause the Company to cooperate reasonably and promptly with Seller and its representatives in such data examination, including providing answers to questions asked by Seller and information as its representatives, and Buyer may will and will cause the Company to promptly make available to Seller and its representatives any records under Buyer’s or the Company’s reasonable control that are related to such examination and reasonably request supporting the amounts reflected in the Closing Statementrequested by Seller and its representatives. (df) The Closing Statement shall become final and binding upon the Parties on the date (the “Final Settlement Date”) that is If within 30 days following delivery thereof by of the Final Balance Sheet to Seller, Seller has not delivered to Buyer unless Seller gives written notice of its bona fide disagreement (the “Dispute Objection Notice”) of its objections to Buyer prior to the Final Balance Sheet (such dateObjection Notice must contain a statement describing in reasonable detail the basis of such objections), then Closing Working Capital, Closing Cash, Closing Indebtedness and Closing Transaction Expenses as set forth in which case such Final Balance Sheet will be deemed final and conclusive and will be “Final Working Capital,” “Final Cash,” “Final Indebtedness,” and “Final Transaction Expenses,” respectively. The sole permissible grounds for objection shall be that the determination of Closing Statement (as revised Working Capital, Closing Cash, Closing Indebtedness and/or Closing Transaction Expenses was not in accordance with Section 2.4(e)the terms of this Agreement, if including the definition(s) thereof. If Seller delivers the Objection Notice within such 30-day period, then Buyer and Seller will endeavor in good faith to resolve the objections, for a period not to exceed 30 days from the date of delivery of the Objection Notice. If at the end of the 30-day period there are any objections identified in the Objection Notice that remain in dispute, then either Buyer or Seller may submit such dispute for resolution to the Referee. The parties will instruct the Referee to determine Final Working Capital, Final Cash, Final Indebtedness and Final Transaction Expenses, as applicable) shall become final and binding on , within 30 days after the earlier of objections identified in the Objection Notice that remain in dispute are submitted to it. If any remaining objections are submitted to the Referee for resolution, (i) Buyer and Seller will enter into a customary engagement letter with the date Referee; (ii) each such party will furnish to the Referee such workpapers and other documents and information relating to such objections as the Referee may reasonably 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; provided that all ex parte communications by the parties or their representatives with the Referee will be prohibited; (iii) to the extent that a value has been assigned to any objection that remains in dispute, the Referee will not assign a value to such objection that is greater than the greatest value for such objection claimed by either party or less than the smallest value for such objection claimed by either party; (iv) the determination by the Referee of Final Working Capital, Final Cash, Final Indebtedness or Final Transaction Expenses, as applicable, as set forth in a written notice delivered to both parties by the Referee, will be made in accordance with this Agreement and will be binding and conclusive on the parties and will 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 (v) fees and expenses of the Referee shall be borne by Seller, on the one hand, and Buyer, on the other hand, in such proportion that reflects the relative benefits received by Seller and Buyer agree in writing with respect from the resolution of the dispute. For example, if Seller challenges an item by an amount of $100,000 but the Referee determines that Seller has a valid claim for only $40,000, Buyer shall bear 40% of the fees and expenses of the Referee and the Seller shall bear the other 60% of such fees and expenses. (g) The Closing Purchase Price will be adjusted to all matters specified in be: (i) reduced by the Dispute Notice amount, if any, to which: (A) the Final Working Capital is less than the Estimated Working Capital, subject to Section 1.6(k), (B) the Final Indebtedness exceeds the Estimated Indebtedness, (C) the Final Transaction Expenses exceeds the Estimated Transaction Expenses, and (D) the Final Cash is less than the Estimated Cash; and (ii) increased by the date upon which amount, if any, to which: (A) the Final Working Capital is greater than the Estimated Working Capital, subject to Section 1.6(k), (B) the Final Indebtedness is less than the Estimated Indebtedness, (C) the Final Transaction Expenses are less than the Estimated Transaction Expenses and (D) the Final Cash exceeds the Estimated Cash. (h) Any adjustment pursuant to Section 1.6(g) shall be the “Final Adjustment Amount”. (i) If the Final Adjustment Amount results in a net decrease to the Closing Statement is issued by Purchase Price, then Seller will pay to Buyer an amount equal to the Accountant. Any Dispute Notice Final Adjustment Amount. (j) If the Final Adjustment Amount results in a net increase to the Closing Purchase Price, then Buyer will pay to Seller an amount in cash equal to the Final Adjustment Amount. (k) The determination of the Final Adjustment Amount pursuant to Section 1.6(g) shall specify be recalculated pursuant to the provisions in reasonable detail the item, dollar amount, Sections 1.6(b) and basis of any disagreement asserted.1.6

Working Capital Adjustments. (a) The Purchase Price shall be (i) increased on a dollar for dollar basis to the extent that the Working Capital as of the Closing Date is greater than the Required Working Capital Balance, or decreased on a dollar for dollar basis to the extent that the Working Capital as of the Closing Date is less than the Required Working Capital Balance and (ii) decreased by an amount equal to the Interim Period Economics (the cumulative effect of both such adjustments, being the “Working Capital Adjustment”). (b) No less than 2 Business Days prior to the Closing Date, Seller shall prepare in consultation with, and deliver to, Buyer in writing a good faith estimate of the Working Capital Adjustment (the “Initial Adjustment”), together with its calculation of the Working Capital Adjustment in reasonable detail (the “Closing Date Estimate”), and the Purchase Price shall be adjusted at the Closing based upon such Closing Date Estimate. (c) On or before the date that is Within 60 calendar days after the Closing Date, Buyer Purchaser shall prepare and deliver to Seller Members’ Representative a statement setting forth its good faith calculation of the Closing Working Capital (i) (A) the “Closing Working Capital Statement”), which statement shall contain a consolidated balance sheet of the NOARK Group (the “Working Capital Balance Sheet”) reflecting the Working Capital Company as of the Closing Date (without giving effect to the transactions contemplated herein), with significant detail substantially similar to the financial statements provided to Purchaser, including a calculation of the Closing Working Capital (the “Closing Date Working CapitalCapital Statement”). (ii) Subject to the provisions of this Section 3.1(f), the post-closing adjustment shall be an amount equal to the Closing Working Capital minus the Target Working Capital (the “Post-Closing Adjustment”). If the Post-Closing Adjustment is a positive number, Purchaser shall pay to Members an amount equal to the Post-Closing Adjustment at its option in cash or shares of Purchaser Common Stock, valued at $10.60 per share. If the Post-Closing Adjustment is a negative number, Members shall pay to Purchaser an amount equal to the Post-Closing Adjustment by surrendering to Purchaser shares of Purchaser Common Stock with a value of the Post-Closing Adjustment amount, value at $10.60 per share, rounded down to the nearest whole-number. (iii) After receipt of the Closing Working Capital Statement, Members’ Representative shall have 30 calendar days (the “Review Period”) to review the Closing Working Capital Statement. During the Review Period, Members’ Representative and its advisors shall have full access to the books and records of Purchaser and the Company, the personnel of, and work papers prepared by, Purchaser and/or Purchaser’s accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Purchaser’s possession) relating to the Closing Working Capital Statement as Members’ Representative may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of Objections (defined below), provided, that such access shall be in a manner that does not unreasonably interfere with the normal business operations of Purchaser or the Company. (iv) On or prior to the last day of the Review Period, Members’ Representative may object to the Closing Working Capital Statement by delivering to Purchaser a written statement setting forth Members’ Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for Members’ Representative’s disagreement therewith (the “Statement of Objections”). If Members’ Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Members. If Members’ Representative delivers the Statement of Objections before the expiration of the Review Period, Purchaser and Members’ Representative, on behalf of the Members, shall negotiate in good faith to resolve such objections within 30 calendar days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Purchaser and Members’ Representative, shall be final and binding. (v) If Members’ Representative and Purchaser fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to Xxxxxxxxx Xxxxxxx Xxxxx or if Xxxxxxxxx Xxxxxxx Xxxxx is unable to serve, Purchaser and Members’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Members’ Accountants or Purchaser’s Accountants (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to the Post-Closing Adjustment, as the case may be, and the Closing Working Capital Statement. The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the parties 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. (vi) Members and Purchaser shall each pay one-half of the fees and expenses of the Independent Accountants. (vii) The Independent Accountants shall make a determination as soon as practicable within 30 calendar days (or such other time as the parties hereto 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 Post-Closing Adjustment shall be conclusive and binding upon the parties hereto. (viii) Except as otherwise provided herein, any payment of the Post-Closing Adjustment shall (A) be due (x) within five Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five Business Days of the resolution described in Section 3.1(f)(v) above; and (B) a consolidated statement be paid by wire transfer of immediately available funds to such accounts as is directed by Purchaser or Members’ Representative, as the NOARK Group showing in reasonable detail the calculation of the Interim Period Economics, and (ii) a statement (a “Closing Statement”) setting forth (x) a calculation of the Working Capital Adjustment, and (y) the Final Purchase Price (which shall take into account the Initial Adjustment made at the Closing pursuant to the Closing Date Estimate), each of which are to be prepared in accordance with GAAP. Seller shall reasonably cooperate with Buyer in the preparation of the Closing Statement and provide to Buyer such data and information as Buyer case may reasonably request supporting the amounts reflected in the Closing Statementbe. (dA) The Closing Statement shall become final and binding upon the Parties on the date (the “Final Settlement Date”) that is 30 days following delivery thereof by Buyer unless Seller gives written notice of its bona fide disagreement (“Dispute Notice”) Any payments made pursuant to Buyer prior to such date, in which case such Closing Statement (as revised in accordance with Section 2.4(e), if applicable3.1(f) shall become final and binding on be treated as an adjustment to the earlier of (i) the date upon which Seller and Buyer agree in writing with respect to all matters specified in the Dispute Notice and (ii) the date upon which the Final Closing Statement is issued Purchase Price by the Accountant. Any Dispute Notice shall specify in reasonable detail the itemparties for Tax purposes, dollar amount, and basis of any disagreement assertedunless otherwise required by Law.