Common use of Adjustment to Merger Consideration Clause in Contracts

Adjustment to Merger Consideration. (a) The Cash Consideration and Stock Consideration components of the Merger Consideration payable prior to the adjustments set forth in Sections 2.2(a) and 2.2(b) shall be equally reduced on a dollar-for-dollar basis by the amount, if any, by which the outstanding liabilities and obligations of Miva, including but not limited to future rent payments, future severance payments and other non-balance sheet obligations (exclusive of any Estimated Transaction Expenses) are collectively in excess of Two Million Five Hundred Thirty Thousand and no/100 Dollars ($2,530,000.00) as of the Closing Date. The amount of such outstanding liabilities and obligations shall be evidenced by a balance sheet, financial statement and other non-balance sheet certificate of Miva, prepared in accordance with Miva's customary historical practices, which shall be delivered by the chief financial officer of Miva to the chief financial officer of FindWhat and each Miva Principal Stockholder no later than three business days prior to the Closing Date (the "Preliminary Liabilities Statement"). (b) Miva shall prepare and deliver to FindWhat and each of the Miva Principal Stockholders on the 30th calendar day following the Closing Date an updated balance sheet, financial statement and other non-balance sheet certificate of Miva, prepared by the chief financial officer of Miva in accordance with Miva's customary historical practices (the "Post-Closing Liabilities Statement"). (c) FindWhat may review the Post-Closing Liabilities Statement for a period of up to 30 calendar days following the Closing Date. Miva shall reasonably cooperate with FindWhat to permit FindWhat and its representatives to conduct such review, including but not limited to providing FindWhat with reasonable access to Miva's books and records used in preparation of the Liabilities Statement. Within 30 calendar days after FindWhat's receipt of the Post-Closing Liabilities Statement, FindWhat shall deliver a Notice to each Miva Principal Stockholder advising of (i) FindWhat's acceptance of the Post-Closing Liabilities Statement or (ii) FindWhat's disagreement with the Post-Closing Liabilities Statement, specifying in reasonable detail all disputed items and the basis therefore (the "Notice of Disagreement"). (d) In the event of a disagreement, FindWhat and the Miva Principal Stockholders will collectively use their reasonable best efforts to resolve such disagreement. If such disagreement is so resolved within 15 calendar days after receipt by the Miva Principal Stockholders of the Notice of Disagreement, then the Post-Closing Liabilities Statement will be modified as mutually agreed by the parties and the Escrow Amount shall be accordingly adjusted down, if applicable. If FindWhat and the Miva Principal Stockholders are unable to resolve such disagreement during such 15-day period, then FindWhat and Miva Principal Stockholders shall, within five business days after the end of such 15-day period, mutually select a single, neutral arbitrator to review the Post-Closing Liabilities Statement and the work papers used in connection with the preparation thereof and to resolve those issues in dispute by analyzing and reconciling such items and their underlying computations, without independent review. Such arbitration shall be conducted as set forth in Section 9.7 of this Agreement. The decision of the arbitrator as to any modifications to those items in dispute, if any, that should be made to the Post-Closing Liabilities Statement shall be final and binding upon the parties and all of such modifications shall be made to the Post-Closing Liabilities Statement and the Escrow Amount shall be accordingly adjusted down, if applicable. FindWhat and Miva shall jointly send a Notice to the Escrow Agent to disburse funds from the Escrow Amount to FindWhat as a result of any adjustments to the Escrow Amount pursuant to this Section 2.6.

Adjustment to Merger Consideration. (ai) The Cash Consideration and Stock Consideration components of the Merger Consideration payable At least five (5) Business Days prior to the adjustments Closing Date, the Company shall deliver to Parent (i) an estimated unaudited balance sheet (the “Estimated Closing Date Balance Sheet”) of the Company as of the Closing Date, and (ii) a certificate executed by the Chief Executive Officer of the Company and the Chief Financial Officer of the Company stating that the Estimated Closing Date Balance Sheet has been prepared in accordance with this Section 2.6. The Estimated Closing Date Balance Sheet shall be substantially in the form of the Company Balance Sheet and shall be prepared in accordance with GAAP and on a basis consistent with and utilizing the same principles, practices and policies as those used in preparing the Company Balance Sheet. The Estimated Closing Date Balance Sheet shall set forth in Sections 2.2(a) and 2.2(b) Working Capital as of the Closing Date as derived from the Estimated Closing Date Balance Sheet (the “Estimated Working Capital”). Parent shall be equally reduced given timely access to all supporting workpapers and any other documentation used in the preparation of the Estimated Closing Date Balance Sheet. (ii) The Merger Consideration shall be increased on a dollar-for-dollar basis by the amountamount of the Estimated Working Capital Excess and shall be decreased on a dollar-for-dollar basis by the amount of the Estimated Working Capital Deficiency. (iii) Within ninety (90) days of the Closing Date, if any, by which Parent shall prepare and deliver to the outstanding liabilities Stockholder Representative an audited (unless Parent and obligations of Miva, including but not limited to future rent payments, future severance payments and other non-the Stockholder Representative agree in writing that such balance sheet obligations need not be audited) balance sheet (exclusive the “Closing Date Balance Sheet”) of any Estimated Transaction Expenses) are collectively in excess of Two Million Five Hundred Thirty Thousand and no/100 Dollars ($2,530,000.00) the Company as of 11:59 p.m. on the Closing Date. The amount of such outstanding liabilities and obligations Closing Date Balance Sheet shall be evidenced by a balance sheet, financial statement substantially in the form of the Company Balance Sheet and other non-balance sheet certificate of Miva, shall be prepared in accordance with Miva's customary historical practicesGAAP and on a basis consistent with and utilizing the same principles, which practices and policies as those used in preparing the Company Balance Sheet. The Closing Date Balance Sheet shall be delivered by the chief financial officer set forth Working Capital as of Miva to the chief financial officer of FindWhat and each Miva Principal Stockholder no later than three business days prior to the Closing Date as derived from the Closing Date Balance Sheet (the "Preliminary Liabilities Statement"“Closing Working Capital”). The Stockholder Representative shall be given timely access to all supporting workpapers and any other documentation used in the preparation of the Closing Date Balance Sheet. (biv) Miva shall prepare and deliver to FindWhat and each of the Miva Principal Stockholders The Stockholder Representative may dispute any amounts reflected on the 30th calendar day following the Closing Date an updated balance sheetBalance Sheet or the calculation of Closing Working Capital; provided, financial statement however, that the Stockholder Representative shall have notified Parent in writing of each disputed item, specifying the amount thereof in dispute and other non-balance sheet certificate setting forth, in reasonable detail, the basis for such dispute, within twenty (20) days of Miva, prepared by Parent’s delivery of the chief financial officer of Miva in accordance with Miva's customary historical practices Closing Date Balance Sheet pursuant to clause (the "Post-Closing Liabilities Statement")iii) above. (cv) FindWhat may review If the Post-Closing Liabilities Statement for Stockholder Representative shall have delivered a notice of disagreement within the twenty (20) day period of up referred to 30 calendar in Section 2.6(c)(iv), the Stockholder Representative and Parent shall, during the twenty (20) days following such delivery, use good faith efforts to reach agreement on the disputed items or amounts in order to finally determine the Closing Date. Miva shall reasonably cooperate with FindWhat to permit FindWhat and its representatives to conduct such review, including but not limited to providing FindWhat with reasonable access to Miva's books and records used in preparation of the Liabilities Statement. Within 30 calendar days after FindWhat's receipt of the Post-Date Balance Sheet and/or Closing Liabilities Statement, FindWhat shall deliver a Notice to each Miva Principal Stockholder advising of (i) FindWhat's acceptance of the Post-Closing Liabilities Statement or (ii) FindWhat's disagreement with the Post-Closing Liabilities Statement, specifying in reasonable detail all disputed items and the basis therefore (the "Notice of Disagreement"). (d) In the event of a disagreement, FindWhat and the Miva Principal Stockholders will collectively use their reasonable best efforts to resolve such disagreementWorking Capital. If such disagreement is so resolved within 15 calendar days after receipt by the Miva Principal Stockholders of the Notice of Disagreement, then the Post-Closing Liabilities Statement will be modified as mutually agreed by the parties Stockholder Representative and the Escrow Amount shall be accordingly adjusted down, if applicable. If FindWhat and the Miva Principal Stockholders Parent are unable to resolve such disagreement reach agreement concerning the Closing Date Balance Sheet and/or Closing Working Capital during such 15-day that period, then FindWhat they shall promptly thereafter submit to Deloitte & Touche LLP (the “Accounting Referee”), and Miva Principal Stockholders shallthereafter cause the Accounting Referee to review, within five business the disputed items or amounts for the purpose of final determination of the Closing Date Balance Sheet and/or the calculation of Closing Working Capital. In making such determination and calculations, the Accounting Referee shall consider only those items or amounts in the Closing Date Balance Sheet and/or Parent’s calculation of Closing Working Capital as to which the Stockholder Representative has disagreed in writing. The Accounting Referee shall deliver to the Stockholder Representative and Parent as promptly as practicable (but in no event later than thirty (30) days after submission) a report setting forth the end Accounting Referee’s calculation of such 15-day period, mutually select a single, neutral arbitrator to review the Post-Closing Liabilities Statement and the work papers used in connection with the preparation thereof and to resolve those issues in dispute by analyzing and reconciling such items and their underlying computations, without independent reviewdisputed amounts. Such arbitration shall be conducted as set forth in Section 9.7 of this Agreement. The decision of the arbitrator as to any modifications to those items in dispute, if any, that should be made to the Post-Closing Liabilities Statement report shall be final and binding upon the parties Stockholder Representative, Parent, the Surviving Corporation, the Stockholders, and all other parties to this Agreement and the resulting Closing Date Balance Sheet and calculation of such modifications Closing Working Capital shall be made final for all purposes of this Agreement. The Parent and the Stockholders shall each pay their own fees and expenses and one-half of the costs and charges of the Accounting Referee’s review and report. The Stockholders’ share of the costs of the Accounting Referee will be deducted from the Working Capital Escrow. (vi) The Closing Date Balance Sheet and Closing Working Capital shall be deemed conclusively determined for purposes of this Agreement upon the date (the “Final Determination Date”) that is the earlier of (x) the failure of the Stockholder Representative to notify Parent of a dispute within twenty (20) days of Parent’s delivery of the Post-Closing Liabilities Statement Date Balance Sheet pursuant to clause (iii) above, (y) the resolution of all disputes pursuant to Section 2.6(c)(v) by agreement of Parent and the Stockholder Representative, and (z) the resolution of all disputes pursuant to Section 2.6(c)(v) by the Accounting Referee. (vii) In the event that the Closing Working Capital is less than the Estimated Working Capital (such deficiency, the “Working Capital Deficiency”), then Parent shall issue written instructions directing the Escrow Agent to, and the Escrow Agent shall, disburse from the Working Capital Escrow Amount to Parent no later than three (3) Business Days following the Final Determination Date, an amount equal to the Working Capital Deficiency, and the amount of the Working Capital Deficiency shall be accordingly adjusted downdeemed a decrease to the Merger Consideration. If the Working Capital Deficiency is greater than the Working Capital Escrow Amount (such shortfall, if applicable. FindWhat and Miva the “Working Capital Indemnity Amount”), then Parent shall jointly send a Notice to issue written instructions directing the Escrow Agent to to, and the Escrow Agent shall, disburse funds from the entire Working Capital Escrow Amount to FindWhat as a result Parent and disburse the Working Capital Indemnity Amount out of any adjustments the Indemnity Escrow Amount to Parent in accordance with Section 10.2 of this Agreement and the terms of the Escrow Agreement. If the Working Capital Deficiency is less than the Working Capital Escrow Amount, then Parent shall issue written instructions directing the Escrow Agent to, and the Escrow Agent shall disburse, after making the disbursement specified in the first sentence of this Section 2.6(c)(vii), the balance of the Working Capital Escrow Amount to the Escrow Amount Payment Agent for distribution to the Stockholders as Merger Consideration pursuant to this Section 2.6. (viii) In the event that the Closing Working Capital exceeds the Estimated Working Capital (such excess, the “Working Capital Excess”), then (i) Parent shall pay the Working Capital Excess to the Payment Agent and the amount of the Working Capital Excess shall be deemed an increase to the Merger Consideration and (ii) Parent shall issue written instructions directing the Escrow Agent to, and the Escrow Agent shall, disburse the remaining Working Capital Escrow Amount to the Payment Agent for distribution to the Stockholders as Merger Consideration pursuant to this Section 2.6. Such amounts shall be paid no later than three (3) Business Days following the Final Determination Date.

Adjustment to Merger Consideration. (a) The Cash Consideration and Stock Consideration components Prior to the Closing Date, the Company shall in good faith prepare, with the assistance of Parent, an estimated balance sheet of the Merger Consideration payable prior to Company as of the adjustments set forth in Sections 2.2(a) and 2.2(b) Closing Date (the “Estimated Closing Date Balance Sheet”), which shall be equally reduced on include a dollar-for-dollar basis by determination of the amount, if any, by which the outstanding liabilities and obligations of Miva, including but not limited to future rent payments, future severance payments and other non-balance sheet obligations Net Asset Position (exclusive of any Estimated Transaction Expenses) are collectively in excess of Two Million Five Hundred Thirty Thousand and no/100 Dollars ($2,530,000.00as defined below) as of the Closing Date. The amount of such outstanding liabilities and obligations Estimated Closing Date Balance Sheet shall be evidenced by a balance sheet, financial statement and other non-balance sheet certificate of Miva, prepared in accordance with Miva's customary historical practicesGAAP consistently applied, which shall be delivered by and otherwise consistent with the chief financial officer of Miva methodology used to prepare the chief financial officer of FindWhat and each Miva Principal Stockholder no Company’s Base Balance Sheet (as defined in Section 4.5). Not later than three two (2) business days prior to the Closing Date, the Company shall deliver to Parent the Estimated Closing Date (Balance Sheet, together with worksheets and data that support the "Preliminary Liabilities Statement")Estimated Closing Date Balance Sheet and any other information that Parent may reasonably request in order to verify the amounts reflected on the Estimated Closing Date Balance Sheet. (b) Miva As soon as practical after the Closing Date, Parent shall review the Estimated Closing Date Balance Sheet in accordance with GAAP consistently applied and otherwise consistent with the methodology used to prepare the Base Balance Sheet and deliver make any adjustments necessary thereto, including, if necessary, to FindWhat and each the determination of the Miva Principal Stockholders Net Asset Position as of the Closing Date, consistent with the provisions of this Section 2.3 (the “Post-Closing Balance Sheet”). Parent shall, within twenty (20) days of the Closing Date, deliver the Post-Closing Balance Sheet to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ (the “Stockholders’ Representative”), together with worksheets which detail any adjustments and the basis thereof. The Post-Closing Balance Sheet, and the Net Asset Position at the Closing reflected thereon, shall be binding upon the parties upon approval of such Post-Closing Balance Sheet by the Stockholders’ Representative. If the Stockholders’ Representative does not agree with the Post-Closing Balance Sheet and the calculation of the Net Asset Position at the Closing stated thereon, and Parent and the Stockholders’ Representative cannot mutually agree on the 30th calendar day following same, then within the later of (i) thirty (30) days after the Closing Date an updated balance sheet, financial statement and other non-balance sheet certificate of Miva, prepared (ii) ten (10) days following receipt by the chief financial officer Stockholders’ Representative of Miva in accordance with Miva's customary historical practices (the "Post-Closing Liabilities Statement"Balance Sheet, Parent and the Stockholders’ Representative shall select a nationally recognized independent accounting firm mutually satisfactory to Parent and the Stockholders’ Representative to resolve such dispute (the “Neutral Auditor”). The Neutral Auditor shall review the Post-Closing Balance Sheet and, within ten (10) days of its appointment, shall make any adjustments necessary thereto, and, upon completion of such review, such Post-Closing Balance Sheet and the Net Asset Position at the Closing (the “Closing Net Asset Position”) as determined by the Neutral Auditor shall be binding upon the parties. If such a review is conducted, then the party (i.e., Parent, on the one hand, or the stockholders of the Company, on the other hand) whose last proposed offer for the settlement of the items in dispute, taken as a whole, was farther away from the final determination by the Neutral Auditor pursuant to the preceding sentence, shall pay all fees and expenses associated with such review (with any such stockholder obligation, if applicable, payable out of the NAP Escrow Amount (as defined in Section 3.1(a))). (c) FindWhat may review the Post-Closing Liabilities Statement for a period of up to 30 calendar Within three (3) business days following determination of the Closing Date. Miva shall reasonably cooperate Net Asset Position in accordance with FindWhat to permit FindWhat and its representatives to conduct such reviewSection 2.3(b), including but not limited to providing FindWhat with reasonable access to Miva's books and records used in preparation of the Liabilities Statement. Within 30 calendar days after FindWhat's receipt of the Post-Closing Liabilities Statement, FindWhat shall deliver a Notice to each Miva Principal Stockholder advising of (i) FindWhat's acceptance in the event the Closing Net Asset Position is less than zero dollars ($0), (A) up to the first $75,000 (less any amounts payable out of the Post-Closing Liabilities Statement NAP Escrow Amount pursuant to the last sentence of Section 2.3(b)) of the positive difference between such amounts shall be paid to Parent out of the NAP Escrow Account and (B) any portion of the positive difference between such amounts in excess of $75,000 (less any amounts payable out of the NAP Escrow Amount pursuant to the last sentence of Section 2.3(b)) shall be paid by each stockholder of the Company to Parent, based on its pro rata share (as set forth opposite such stockholder’s name in column 6 of Exhibit A attached hereto) of such portion, provided that in no event shall the stockholders of the Company be liable to or obligated to pay Parent for any amount under this Section 2.3(c), together with any amount payable to the holders of Dissenting Shares under Section 3.2(c) below, in excess of the aggregate Merger Consideration, and (ii) FindWhat's disagreement with in the Post-event the Closing Liabilities StatementNet Asset Position is greater than zero dollars ($0), specifying in reasonable detail all disputed items Parent shall pay to the Exchange Agent (as defined below) the difference between such amounts, and the basis therefore Exchange Agent shall distribute such amount proportionally to the stockholders of the Company based on each such stockholder’ pro rata share (as set forth opposite such stockholder’s name in column 6 of Exhibit A attached hereto). All payments under this Section 2.3(c) shall be made by wire transfer of immediately available funds or check. The difference between the "Notice Closing Net Asset Position and zero dollars ($0) is referred to herein as the “Net Asset Position Adjustment Amount.” Subject to any Reserved Receivables (as defined in Section 2.3(d) below), that may be in the NAP Escrow Amount, on the date of Disagreement"payment of the Net Asset Position Adjustment Amount, if any, to the extent there remains any portion of the NAP Escrow Amount, the Escrow Agent shall distribute such remaining portion to the stockholders of the Company based on each such stockholder’ pro rata share (as set forth opposite such stockholder’s name in column 6 of Exhibit A attached hereto). (d) In As used in this Section 2.3 “Net Asset Position” means Current Assets minus Liabilities; “Current Assets” means and includes all accounts receivable, cash, cash equivalents, prepaid expenses and all other current assets of the event Company, in each case as determined in accordance with GAAP, consistently applied, but does not include any accrued interest payable to the Company pursuant to certain promissory notes made by officers of a disagreementthe Company as of February 14, FindWhat 2004 in connection with the purchase by such officers of restricted shares of the capital stock of the Company or any accounts relating to non-cash amortization of up-front setup costs relating to the Company’s remote management customers; and “Liabilities” means and includes all accounts payable, accrued expenses, accrued but unpaid taxes, deferred revenue (only cost to fulfill deferred revenues for professional services contracts in process), indebtedness pursuant to that certain Loan and Security Agreement No. 4131, dated July 28, 2004, as amended, by and between Lighthouse Capital Partners V, L.P. (“Lighthouse”) and the Miva Principal Stockholders will collectively use their reasonable best efforts Company (the “Credit Facility”), expected lease obligations relating to resolve the second floor of the Company’s Waltham office space pursuant to the terms of that certain lease described on Schedule 4.11(a), net of $234,000, and all other current liabilities of the Company, in each case as determined in accordance with GAAP, consistently applied, but does not include any accounts relating to non-cash amortization for that portion of the Company’s business referred to as the “GLCC Business” and up-front setup fees relating to the Company’s remote management customers, or any liability relating to the Oracle matter disclosed on Schedule 4.8 or the Master Lease Agreement with Sun MicroSystems disclosed on Schedule 4.11. Further, in determining Current Assets, accounts receivable that have been disputed by the customer and/or are over 90 days past due shall be included in the calculation (the “Reserved Receivables”); provided, however, a reserve for the amount of such disagreementReserved Receivables shall be established from the NAP Escrow Amount, and the escrow agent shall pay to the stockholders of the Company based on each such stockholder’ pro rata share (as set forth opposite such stockholder’s name in column 6 of Exhibit A attached hereto) an amount equal to the Reserved Receivable subsequently collected. If such disagreement is so resolved the Reserved Receivables are not collected within 15 calendar days after receipt by the Miva Principal Stockholders a year of the Notice Effective Date, the escrow agent shall pay such reserve to the Surviving Company. For purposes of Disagreementclarity, then both the Estimated Closing Date Balance Sheet and the Post-Closing Liabilities Statement will be modified as mutually agreed by the parties and the Escrow Amount Balance Sheet shall be accordingly adjusted down, if applicable. If FindWhat and the Miva Principal Stockholders are unable to resolve such disagreement during such 15-day period, then FindWhat and Miva Principal Stockholders shall, within five business days after the end of such 15-day period, mutually select a single, neutral arbitrator to review the Post-Closing Liabilities Statement and the work papers used in connection with the preparation thereof and to resolve those issues in dispute by analyzing and reconciling such items and their underlying computations, without independent review. Such arbitration shall be conducted as set forth in Section 9.7 of this Agreement. The decision assume completion of the arbitrator transactions contemplated hereby. Additionally, for illustration purposes only, an example of the calculation of Net Asset Position is attached hereto as to any modifications to those items in dispute, if any, that should be made to the Post-Closing Liabilities Statement shall be final and binding upon the parties and all of such modifications shall be made to the Post-Closing Liabilities Statement and the Escrow Amount shall be accordingly adjusted down, if applicable. FindWhat and Miva shall jointly send a Notice to the Escrow Agent to disburse funds from the Escrow Amount to FindWhat as a result of any adjustments to the Escrow Amount pursuant to this Section 2.6.Exhibit B.

Adjustment to Merger Consideration. (ai) The Cash Consideration and Stock Consideration components of the Merger Consideration payable At least two (2) Business Days prior to the adjustments set forth in Sections 2.2(a) and 2.2(b) Closing Date, the Company shall be equally reduced on a dollar-for-dollar basis by the amount, if any, by which the outstanding liabilities and obligations of Miva, including but not limited deliver to future rent payments, future severance payments and other non-Parent an estimated consolidated unaudited balance sheet obligations (exclusive the “Estimated Closing Date Balance Sheet”) of any Estimated Transaction Expenses) are collectively in excess of Two Million Five Hundred Thirty Thousand the Company and no/100 Dollars ($2,530,000.00) its Subsidiaries as of the Closing Date. The amount of such outstanding liabilities and obligations Estimated Closing Date Balance Sheet shall be evidenced by a balance sheet, financial statement substantially in the form of the Company Balance Sheet and other non-balance sheet certificate of Miva, shall be prepared in accordance with Miva's customary historical practicesGAAP and on a basis consistent with and utilizing the same principles, which shall be delivered by practices and policies as those used in preparing the chief financial officer Company Balance Sheet. Working Capital as of Miva to the chief financial officer of FindWhat and each Miva Principal Stockholder no later than three business days prior to the Closing Date shall be derived from the Estimated Closing Date Balance Sheet (the "Preliminary Liabilities Statement"“Estimated Working Capital”) and Long Term Debt as of the Closing Date shall be as set forth on the Estimated Closing Date Balance Sheet (the “Estimated Long Term Debt”). Parent shall be given timely access to all supporting workpapers and any other documentation used in the preparation of the Estimated Closing Date Balance Sheet. (bii) Miva The Merger Consideration shall be decreased by the amount of the Estimated Working Capital Deficiency, if any, and by the amount of the Estimated Excess Debt, if any. (iii) As soon as practicable, but in any event within seventy-five (75) days following the Closing Date, Parent shall prepare and deliver to FindWhat and each the Stockholder Representative an unaudited consolidated balance sheet (the “Closing Date Balance Sheet”) of the Miva Principal Stockholders Company and its Subsidiaries as of 11:59 p.m., Eastern time, on the 30th calendar day following the Closing Date an updated balance sheet, financial statement and other non-balance sheet certificate of Miva, prepared by the chief financial officer of Miva in accordance with Miva's customary historical practices (the "Post-Closing Liabilities Statement"). (c) FindWhat may review the Post-Closing Liabilities Statement for a period of up to 30 calendar days following the Closing Date. Miva The Closing Date Balance Sheet shall reasonably cooperate be substantially in the form of the Company Balance Sheet and shall be prepared in accordance with FindWhat to permit FindWhat GAAP and its representatives to conduct such reviewon a basis consistent with and utilizing the same principles, including but not limited to providing FindWhat with reasonable practices and policies as those used in preparing the Company Balance Sheet. The Closing Date Balance Sheet shall set forth Working Capital as of the Closing Date as derived from the Closing Date Balance Sheet (the “Closing Working Capital”) and Long Term Debt as of the Closing Date as derived from the Closing Date Balance Sheet (the “Closing Long Term Debt”). The Stockholder Representative shall be given timely access to Miva's books all supporting workpapers and records any other documentation used in the preparation of the Liabilities Statement. Within 30 calendar days after FindWhat's receipt of the Post-Closing Liabilities Statement, FindWhat shall deliver a Notice to each Miva Principal Stockholder advising of (i) FindWhat's acceptance of the Post-Closing Liabilities Statement or (ii) FindWhat's disagreement with the Post-Closing Liabilities Statement, specifying in reasonable detail all disputed items and the basis therefore (the "Notice of Disagreement")Date Balance Sheet. (div) In The Stockholder Representative may dispute any amounts reflected on the event Closing Date Balance Sheet or the calculation of Closing Working Capital or Closing Long Term Debt; provided, however, that the Stockholder Representative shall have notified Parent in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty (30) days of Parent’s delivery of the Closing Date Balance Sheet pursuant to clause (iii) above. (v) If the Stockholder Representative shall have delivered a disagreementnotice of disagreement within the thirty (30) day period referred to in Section 2.6(d)(iv), FindWhat the Stockholder Representative and Parent shall, during the Miva Principal Stockholders will collectively twenty (20) days following such delivery, use their reasonable best good faith efforts to resolve such disagreementreach agreement on the disputed items or amounts in order to finally determine the Closing Date Balance Sheet, Closing Working Capital and/or Closing Long Term Debt. If such disagreement is so resolved within 15 calendar days after receipt by the Miva Principal Stockholders of the Notice of Disagreement, then the Post-Closing Liabilities Statement will be modified as mutually agreed by the parties Stockholder Representative and the Escrow Amount shall be accordingly adjusted down, if applicable. If FindWhat and the Miva Principal Stockholders Parent are unable to resolve such disagreement reach agreement concerning the Closing Date Balance Sheet, Closing Working Capital and/or Closing Long Term Debt during such 15-day that period, then FindWhat they shall promptly thereafter submit to KPMG LLP (the “Accounting Referee”) and Miva Principal Stockholders shall, within five business days after thereafter cause the end of such 15-day period, mutually select a single, neutral arbitrator Accounting Referee to review the Post-disputed items or amounts for the purpose of final determination of the Closing Liabilities Statement Date Balance Sheet, the calculation of Closing Working Capital and/or the calculation of Closing Long Term Debt. In making such determination and calculations, the work papers used Accounting Referee shall consider only those items or amounts in connection with the preparation thereof Closing Date Balance Sheet and/or Parent’s calculation of Closing Working Capital and/or Closing Long Term Debt as to which the Stockholder Representative has disagreed in writing. The Accounting Referee shall deliver to the Stockholder Representative and to resolve those issues Parent as promptly as practicable (but in dispute by analyzing and reconciling such items and their underlying computations, without independent reviewno event later than thirty (30) days after submission) a report setting forth the Accounting Referee’s calculation of the disputed amounts. Such arbitration shall be conducted as set forth in Section 9.7 of this Agreement. The decision of the arbitrator as to any modifications to those items in dispute, if any, that should be made to the Post-Closing Liabilities Statement report shall be final and binding upon the parties Stockholders, the Non-Exercising Payees and all parties to this Agreement and the resulting Closing Date Balance Sheet and calculation of Closing Working Capital and Closing Long Term Debt shall be final for all purposes of this Agreement. Parent, on the one hand, and the Stockholders and Non-Exercising Payees, on the other hand, shall each pay their own fees and expenses and one-half of the costs and charges of the Accounting Referee’s review and report. The Stockholders’ and Non-Exercising Payees’ share of the costs will be deducted from the Escrow Amount, subject to the limitations set forth in Section 10.5(b). (vi) The Closing Date Balance Sheet, Closing Working Capital and Closing Long Term Debt shall be deemed conclusively determined for purposes of this Agreement upon the date (the “Final Determination Date”) that is the earlier of (x) the failure of the Stockholder Representative to notify Parent of a dispute within thirty (30) days of Parent’s delivery of the Closing Date Balance Sheet pursuant to clause (iii) above, (y) the resolution of all disputes pursuant to Section 2.6(d)(v) by Parent and the Stockholder Representative, and (z) the resolution of all disputes pursuant to Section 2.6(d)(v) by the Accounting Referee. (vii) In the event that (x) the Closing Working Capital is less than the Estimated Working Capital (the absolute value of such modifications shall be made to deficiency, the Post-“Working Capital Deficiency”) and/or (y) the Closing Liabilities Statement Long Term Debt is greater than the Estimated Long Term Debt (the absolute value of such excess, the “Long Term Debt Excess”; with the sum of the Working Capital Deficiency and the Escrow Amount shall be accordingly adjusted downLong Term Debt Excess being the “Adjustment Amount”), if applicable. FindWhat then Parent and Miva the Stockholder Representative shall jointly send a Notice to instruct, in writing, the Escrow Agent to disburse funds transfer from the Escrow Amount to FindWhat as a result of any adjustments Parent, no later than three (3) Business Days following the Final Determination Date, an amount equal to the Escrow Adjustment Amount, and the Adjustment Amount pursuant shall be deemed a decrease to this Section 2.6the Merger Consideration.

Adjustment to Merger Consideration. (ai) The Cash Consideration At Parent’s option, but in any event within 90 days following the Closing Date if it so elects, Parent shall prepare and Stock Consideration components deliver to the Stockholder Representative an unaudited consolidated balance sheet (the “Closing Date Balance Sheet”) of the Merger Consideration payable prior to the adjustments set forth in Sections 2.2(a) Company and 2.2(b) shall be equally reduced on a dollar-for-dollar basis by the amount, if any, by which the outstanding liabilities and obligations of Miva, including but not limited to future rent payments, future severance payments and other non-balance sheet obligations (exclusive of any Estimated Transaction Expenses) are collectively in excess of Two Million Five Hundred Thirty Thousand and no/100 Dollars ($2,530,000.00) its Subsidiaries as of 11:59 p.m., Eastern time, on the Closing Date. The amount of such outstanding liabilities and obligations Closing Date Balance Sheet shall be evidenced by a balance sheet, financial statement substantially in the form of the Company Balance Sheet and other non-balance sheet certificate of Miva, shall be prepared in accordance with Miva's customary historical practicesGAAP (except for the absence of footnotes) and on a basis consistent with and utilizing the same principles, which practices and policies as those used in preparing the Company Balance Sheet. The Closing Date Balance Sheet shall be delivered by set forth Working Capital (the chief financial officer “Closing Working Capital”) and Debt (the “Closing Debt”) as of Miva to the chief financial officer of FindWhat and Closing, each Miva Principal Stockholder no later than three business days prior to as derived from the Closing Date Balance Sheet. The Stockholder Representative shall be given timely access to all supporting workpapers used in the preparation of the Closing Date Balance Sheet. (ii) The Stockholder Representative may dispute any amounts reflected on the "Preliminary Liabilities Statement"Closing Date Balance Sheet or the calculation of Closing Working Capital or Closing Debt by notifying Parent in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within 30 days of Parent’s delivery of the Closing Date Balance Sheet pursuant to clause (i) above. If the Stockholder Representative delivers a notice of disagreement within such 30-day period, the Stockholder Representative and Parent shall, during the 45 days following such delivery, each use good faith efforts to reach agreement on the disputed items or amounts in order to finally determine the Closing Date Balance Sheet, Closing Working Capital and/or Closing Debt. If the Stockholder Representative and Parent are unable to reach agreement concerning the Closing Date Balance Sheet, Closing Working Capital and/or Closing Debt during such 45-day period, they shall promptly thereafter submit the dispute to the Accounting Referee for resolution pursuant to Section 2.6(g). (biii) Miva The Closing Date Balance Sheet, Closing Working Capital and Closing Debt shall prepare and deliver be deemed conclusively determined for purposes of this Agreement upon the earlier to FindWhat and each occur of (x) the failure of the Miva Principal Stockholders on the 30th calendar day following Stockholder Representative to notify Parent of a dispute within 30 days of Parent’s delivery of the Closing Date an updated balance sheet, financial statement and other non-balance sheet certificate of Miva, prepared by the chief financial officer of Miva in accordance with Miva's customary historical practices (the "Post-Closing Liabilities Statement"). (c) FindWhat may review the Post-Closing Liabilities Statement for a period of up to 30 calendar days following the Closing Date. Miva shall reasonably cooperate with FindWhat to permit FindWhat and its representatives to conduct such review, including but not limited to providing FindWhat with reasonable access to Miva's books and records used in preparation of the Liabilities Statement. Within 30 calendar days after FindWhat's receipt of the Post-Closing Liabilities Statement, FindWhat shall deliver a Notice to each Miva Principal Stockholder advising of (i) FindWhat's acceptance of the Post-Closing Liabilities Statement or (ii) FindWhat's disagreement with the Post-Closing Liabilities Statement, specifying in reasonable detail all disputed items and the basis therefore (the "Notice of Disagreement"). (d) In the event of a disagreement, FindWhat and the Miva Principal Stockholders will collectively use their reasonable best efforts to resolve such disagreement. If such disagreement is so resolved within 15 calendar days after receipt by the Miva Principal Stockholders of the Notice of Disagreement, then the Post-Closing Liabilities Statement will be modified as mutually agreed by the parties and the Escrow Amount shall be accordingly adjusted down, if applicable. If FindWhat and the Miva Principal Stockholders are unable to resolve such disagreement during such 15-day period, then FindWhat and Miva Principal Stockholders shall, within five business days after the end of such 15-day period, mutually select a single, neutral arbitrator to review the Post-Closing Liabilities Statement and the work papers used in connection with the preparation thereof and to resolve those issues in dispute by analyzing and reconciling such items and their underlying computations, without independent review. Such arbitration shall be conducted Balance Sheet as set forth in clause (ii) above, (y) the written resolution of all disputes pursuant to clause (ii) by Parent and the Stockholder Representative, and (z) the resolution of all disputes by the Accounting Referee pursuant to Section 9.7 2.6(g). Within three Business Days of this Agreement. The decision such conclusive determination, if (x) the Closing Working Capital is less than the Estimated Working Capital, and/or (y) the Closing Debt is greater than the Estimated Debt (the absolute value of the arbitrator as to any modifications to those items in disputeamount by which (A) the Estimated Working Capital minus the Estimated Debt exceeds (B) the Closing Working Capital minus the Closing Debt, if anythe “Adjustment Amount”), that should be made to the Post-Closing Liabilities Statement shall be final and binding upon the parties and all of such modifications shall be made to the Post-Closing Liabilities Statement then Parent and the Escrow Amount shall be accordingly adjusted down, if applicable. FindWhat and Miva Stockholder Representative shall jointly send a Notice to instruct the Escrow Agent in writing to disburse funds transfer from the Escrow Amount to FindWhat as a result of any adjustments Parent an amount equal to the Escrow Adjustment Amount, and the Adjustment Amount pursuant shall be deemed a decrease to this Section 2.6the Merger Consideration.

Adjustment to Merger Consideration. (a) The Cash Merger Consideration and Stock Consideration components of shall be increased or reduced as set forth in Section 2.10(f) hereof. Any increase or decrease in the Merger Consideration payable prior pursuant to the adjustments set forth in Sections 2.2(a) and 2.2(b) shall be equally reduced on this Section 2.10 is referred to as a dollar-for-dollar basis by the amount, if any, by which the outstanding liabilities and obligations of Miva, including but not limited to future rent payments, future severance payments and other non-balance sheet obligations (exclusive of any Estimated Transaction Expenses) are collectively in excess of Two Million Five Hundred Thirty Thousand and no/100 Dollars ($2,530,000.00) as of the Closing Date. The amount of such outstanding liabilities and obligations shall be evidenced by a balance sheet, financial statement and other non-balance sheet certificate of Miva, prepared in accordance with Miva's customary historical practices, which shall be delivered by the chief financial officer of Miva to the chief financial officer of FindWhat and each Miva Principal Stockholder no later than three business days prior to the Closing Date (the "Preliminary Liabilities Statement")“Purchase Price Adjustment”. (b) Miva Within sixty (60) days after the Closing Date, Parent shall prepare and deliver to FindWhat and each of the Miva Principal Stockholders on the 30th calendar day following the Closing Date an updated balance sheet, financial Shareholder Representative a statement and other non-balance sheet certificate of Miva, prepared by the chief financial officer of Miva in accordance with Miva's customary historical practices (the "Post-“Preliminary Closing Liabilities Statement"”), which sets forth the Preliminary Closing Net Assets Schedule, including Parent’s calculation of Closing Net Assets. (c) FindWhat may review the Post-Closing Liabilities Statement for The Shareholder Representative shall have a period of up thirty (30) days after the date it receives the Preliminary Closing Statement from Parent to 30 calendar days deliver to Parent written notice of the Shareholder Representative’s disagreement with any item contained in the Preliminary Closing Statement, which notice shall set forth in reasonable detail the basis for such disagreement (a “Closing Statement Disagreement Notice”). During the thirty-day period following the Shareholder Representative’s receipt of the Preliminary Closing Date. Miva Statement, Parent shall reasonably cooperate with FindWhat provide to permit FindWhat the Shareholder Representative and its representatives to conduct such review, including but not limited to providing FindWhat with accountants reasonable access upon receipt of reasonable notice and during normal business hours and under reasonable circumstances to Miva's all relevant books and records used in relating to the preparation of the Liabilities Preliminary Closing Statement (as reasonably determined by Parent), in each case as reasonably requested by the Shareholder Representative for the purpose of the Shareholder Representative’s review of the Preliminary Closing Statement. Within 30 calendar If a Closing Statement Disagreement Notice is timely received by Parent, then the Preliminary Closing Statement (as revised in accordance with clause (A) or (B) below) shall become the Final Closing Statement and become final and binding upon the Parties on the earlier of (A) the date on which the Shareholder Representative and Parent resolve in writing all differences, if any, they have with respect to the matters specified in the Closing Statement Disagreement Notice and (B) the date all matters in dispute are finally resolved in writing by the Accounting Firm. During the thirty (30) days after FindWhat's following Parent’s receipt of a Closing Statement Disagreement Notice, Parent and the Post-Shareholder Representative shall seek in good faith to resolve in writing any differences which they have with respect to the matters specified in the Closing Liabilities StatementStatement Disagreement Notice, FindWhat and in the event of and upon such resolution, the Final Closing Statement shall deliver a Notice to each Miva Principal Stockholder advising of (i) FindWhat's acceptance of the Post-Closing Liabilities Statement or (ii) FindWhat's disagreement be prepared in accordance with the Post-Closing Liabilities Statement, specifying in reasonable detail all disputed items agreement of Parent and the basis therefore (the "Notice of Disagreement")Shareholder Representative. (d) In the event of a disagreement, FindWhat If Parent and the Miva Principal Stockholders will collectively use their reasonable best efforts to resolve such disagreement. If such disagreement is so resolved within 15 calendar days after receipt by the Miva Principal Stockholders of the Notice of Disagreement, then the Post-Closing Liabilities Statement will be modified as mutually agreed by the parties and the Escrow Amount shall be accordingly adjusted down, if applicable. If FindWhat and the Miva Principal Stockholders Shareholder Representative are unable to resolve the disputed items set forth in the Closing Statement Disagreement Notice within thirty (30) days following Parent’s timely receipt of such disagreement during Closing Statement Disagreement Notice (or such 15longer period as Parent and the Shareholder Representative may mutually agree in writing), following notice of such dispute, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by, (i) the Los Angeles, California office of G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or (ii) in the event such accounting firm is unable or unwilling to take such assignment, a nationally recognized accounting firm mutually agreed upon by Parent and the Shareholder Representative or, if Parent and the Shareholder Representative cannot agree on an accounting firm within forty-day period, then FindWhat and Miva Principal Stockholders shall, within five business (45) days after timely delivery of a Closing Statement Disagreement Notice, each of Parent and the end of such 15-day period, mutually Shareholder Representative shall select a singlenationally recognized accounting firm and such two accounting firms shall designate a third nationally recognized accounting firm that neither presently is, neutral arbitrator nor in the past five years has been, engaged by either Party. The accounting firm so agreed to review the Post-Closing Liabilities Statement by Parent and the work papers used Shareholder Representative or the third accounting firm so selected by the two accounting firms is hereinafter referred to as the “Accounting Firm”. Parent and the Shareholder Representative shall submit to the Accounting Firm for review and resolution all matters (but only such matters) that are set forth in connection the Closing Statement Disagreement Notice which remain in dispute. Parent and the Shareholder Representative shall instruct the Accounting Firm to select one of its partners experienced in purchase price adjustment disputes to make a final determination of the Closing Net Assets calculated with reference to the preparation thereof and to resolve those issues items that are in dispute by analyzing and reconciling such items and their underlying computations, without independent review. Such arbitration shall be conducted as set forth in Section 9.7 of the Closing Statement Disagreement Notice. Parent and the Shareholder Representative shall instruct the Accounting Firm that, in resolving the items in the Closing Statement Disagreement Notice that are still in dispute and in determining the Closing Net Assets, the Accounting Firm shall (i) not assign to any item in dispute a value that is (A) greater than the greatest value for such item assigned by Parent, on the one hand, or the Shareholder Representative, on the other hand, or (B) less than the smallest value for such item assigned by Parent, on the one hand, or the Shareholder Representative, on the other hand, (ii) make its determination based on an independent review (which will be in accordance with the guidelines and procedures set forth in this Agreement) and at the Accounting Firm’s discretion a one-day conference concerning the dispute, at which conference each of Parent and the Shareholder Representative shall have the right to present their respective positions with respect to the dispute and have present their respective advisors, counsel and accountants, (iii) render a final resolution in writing to Parent and the Shareholder Representative (which final resolution shall be requested by Parent and the Shareholder Representative to be delivered not more than twenty (20) days following submission of such disputed matters), which shall be final, conclusive and binding on the Parties with respect to the Closing Net Assets, and (iv) provide a written report to Parent and the Shareholder Representative, if requested by either of them, which sets forth in reasonable detail the basis for the Accounting Firm’s final determination. The decision fees and expenses of the arbitrator Accounting Firm (A) shall be borne by the Parent in the proportion that the aggregate dollar amount of disputed items submitted thereto for resolution are unsuccessfully disputed by the Parent (as to any modifications to those items in dispute, if any, that should be made finally determined by the Accounting Firm) bears to the Post-aggregate dollar amount of such submitted disputed items and (B) shall be bore by the Shareholder Representative on behalf of the Shareholders in the proportion that the aggregate dollar amount of disputed items submitted thereto for resolution that are successfully disputed by the Shareholder Representative (as finally determined by the Accounting Firm) bears to the aggregate dollar amount of such submitted disputed items. (e) The Preliminary Closing Liabilities Statement shall be deemed final and binding for the purposes of this Section 2.10 upon the parties earliest of (i) the failure of the Shareholder Representative to notify Parent of a dispute within thirty (30) days after the Shareholder Representative receives the Preliminary Closing Statement, (ii) the resolution of all disputes, pursuant to Section 2.10(c), by Parent and the Shareholder Representative and (iii) the resolution of all disputes, pursuant to Section 2.10(d), by the Accounting Firm. (f) Within five (5) Business Days following the determination of the Final Closing Statement, the Final Closing Net Assets Schedule and the Final Closing Net Assets in accordance with Section 2.10(c) or Section 2.10(d), as applicable: (i) If there is a Closing Net Assets Deficit that exceeds $340,000, then the amount of such modifications excess shall be made paid to Parent, first, in proportionate amounts from the Parent Common Shares and cash then held pursuant to the Post-Holdback Agreement and, to the extent that such Closing Liabilities Statement Net Assets Deficit was not fully satisfied from such Parent Common Shares and cash, then by the Escrow Amount Shareholder Representative on behalf the Shareholders by wire transfer of immediately available funds to such bank account(s) as shall be accordingly adjusted downdesignated in writing by the Parent. Upon payment in full of such excess amount to Parent, if applicable. FindWhat and Miva the Shareholders shall jointly send have no further obligation in respect of the payment of such Closing Net Assets Deficit to Parent. (ii) If there is a Notice Closing Net Assets Surplus that exceeds $340,000, then Parent shall pay to the Escrow Exchange Agent, on behalf of the Shareholders, an amount equal to such excess, which the Exchange Agent shall cause to disburse funds from the Escrow Amount to FindWhat as a result of any adjustments be distributed to the Escrow Amount pursuant Shareholders in accordance with their respective Pro Rata Percentages. The Parent shall have the option in its sole and absolute discretion to this Section 2.6make the payment of such excess by remitting to the Exchange Agent either cash (by wire transfer of immediately available funds to such bank account(s) as shall be designated in writing by the Exchange Agent), Parent Common Shares (with an aggregate fair market value equal to the Closing Net Assets Surplus) or any combination of cash and Parent Common Shares the aggregate value of which equals such excess. Upon payment in full of such excess amount to the Exchange Agent, Parent shall have no further obligation in respect of the payment of such Closing Net Assets Surplus to any of the Shareholders. (iii) If there is either a Closing Net Assets Deficit or a Closing Net Assets Surplus that is less than or equal to $340,000, such Closing Net Assets Deficit or Closing Net Assets Surplus, as applicable, shall be deemed to be zero and there shall be no Purchase Price Adjustment owing by any Party to the others.

Adjustment to Merger Consideration. (a) The Cash Consideration and Stock Consideration components of the Merger Consideration payable At least five days prior to the adjustments set forth in Sections 2.2(a) Closing, the Company shall prepare and 2.2(b) shall be equally reduced on a dollar-for-dollar basis by deliver to the amount, if any, by which the outstanding liabilities and obligations of Miva, including but not limited to future rent payments, future severance payments and other non-Purchaser an estimated unaudited balance sheet obligations (exclusive of any Estimated Transaction Expenses) are collectively in excess of Two Million Five Hundred Thirty Thousand the Company and no/100 Dollars ($2,530,000.00) its Subsidiaries as of the Closing Date. The amount close of such outstanding liabilities and obligations shall be evidenced by a balance sheet, financial statement and other non-balance sheet certificate of Miva, prepared in accordance with Miva's customary historical practices, which shall be delivered by the chief financial officer of Miva to the chief financial officer of FindWhat and each Miva Principal Stockholder no later than three business days prior to on the Closing Date (the "Preliminary Liabilities Statement"“Estimated Closing Balance Sheet”), which shall be reasonably satisfactory to the Purchaser and shall set forth a calculation, as of the close of business on the Closing Date, of the (i) estimated Net Working Capital (the “Estimated Net Working Capital”), (ii) Cash on Hand (the “Estimated Cash on Hand”) and (iii) outstanding amount of Indebtedness of the Company and its Subsidiaries (“Estimated Indebtedness”). The Estimated Closing Balance Sheet shall be prepared in a manner consistent with GAAP applied using the accounting principles applied in the preparation of the Latest Balance Sheet. (b) Miva The Purchaser shall prepare and deliver to FindWhat and each of the Miva Principal Stockholders on the 30th calendar day following Stockholders’ Agent within 90 Business Days after the Closing Date an updated balance sheet, financial statement and other non-audited balance sheet certificate of Miva, prepared by the chief financial officer Company and its Subsidiaries as of Miva in accordance with Miva's customary historical practices the close of business on the Closing Date (the "Post-“Closing Liabilities Statement"Balance Sheet”), which shall set forth a calculation of Net Working Capital, Cash on Hand and Indebtedness of the Company and its Subsidiaries determined from the Closing Balance Sheet (the “Adjustment Calculation”). The Closing Balance Sheet and the Adjustment Calculation shall be prepared in a manner consistent with GAAP applied using the accounting principles applied in the preparation of the Latest Balance Sheet. (c) FindWhat may review On or prior to the Post-Closing Liabilities Statement for a period of up to 30 calendar days fifteenth day following the Purchaser’s delivery of the Closing DateBalance Sheet, the Stockholders’ Agent may give the Purchaser a written notice stating in reasonable detail the Stockholders’ Agent’s objections (an “Objection Notice”) to the Closing Balance Sheet. Miva shall reasonably cooperate During such 15-day period, the Purchaser, upon reasonable request, will provide the Stockholders’ Agent with FindWhat full access at reasonable times to permit FindWhat and its representatives to conduct such review, including but not limited to providing FindWhat with reasonable access to Miva's the Company’s books and records used in preparation of the Liabilities Statementand accountants. Within 30 calendar days after FindWhat's receipt of the Post-Closing Liabilities Statement, FindWhat Any Objection Notice shall deliver a Notice to each Miva Principal Stockholder advising of (i) FindWhat's acceptance of the Post-Closing Liabilities Statement or (ii) FindWhat's disagreement with the Post-Closing Liabilities Statement, specifying specify in reasonable detail all disputed items the dollar amount of any objection and the basis therefore (therefor. Any determination set forth on the "Closing Balance Sheet which is not specifically objected to in the Objection Notice shall be deemed acceptable and shall be final and binding upon the Parties upon delivery of Disagreement"). (d) In the event of a disagreement, FindWhat and the Miva Principal Stockholders will collectively use their reasonable best efforts to resolve such disagreementObjection Notice. If such disagreement is so resolved the Stockholders’ Agent does not give the Purchaser an Objection Notice within 15 calendar days after receipt by the Miva Principal Stockholders of the Notice of Disagreement, then the Post-Closing Liabilities Statement will be modified as mutually agreed by the parties and the Escrow Amount shall be accordingly adjusted down, if applicable. If FindWhat and the Miva Principal Stockholders are unable to resolve such disagreement during such 15-day period, then FindWhat the Closing Balance Sheet will be conclusive and Miva Principal Stockholders binding upon the Parties and the Adjustment Calculation set forth in the Closing Balance Sheet will constitute the Adjustment Calculation for purposes of Section 1.10(b) above. (d) Following the Purchaser’s receipt of any Objection Notice, the Stockholders’ Agent and the Purchaser shall attempt to negotiate in good faith to resolve the disputed matters set forth in the Objection Notice. In the event that the Stockholders’ Agent and the Purchaser fail to agree on any of the Stockholders’ Agent’s proposed adjustments set forth in the Objection Notice within 30 Business Days after the Purchaser receives the Objection Notice, the Sellers and the Purchaser agree that a mutually acceptable accounting firm of nationally recognized standing (the “Independent Auditors”) shall, within five business days after the end of 30-day period immediately following such 1530-day period, mutually make the final determination of all matters which remain in dispute and were properly included in the Objection Notice. If the Purchaser and the Stockholders’ Agent are unable to agree on the choice of an accounting firm to be the Independent Auditors, they will select a single, neutral arbitrator to review nationally recognized accounting firm by lot (after excluding PricewaterhouseCoopers LLP and Ernst & Young). The Independent Auditors’ determination of the Post-Closing Liabilities Statement disputed matters and the work papers used in connection with the preparation thereof and to resolve those issues in dispute by analyzing and reconciling such items and their underlying computations, without independent review. Such arbitration shall be conducted as set forth in Section 9.7 of this Agreement. The decision of the arbitrator as to any modifications to those items in dispute, if any, that should be made to the Post-Closing Liabilities Statement Adjustment Calculation shall be final and binding upon on the parties Sellers and all the Purchaser on the date the Independent Auditors deliver their final resolution in writing to the Purchaser and the Stockholders’ Agent. The fees, costs and expenses of the Independent Auditors shall be allocated between the Purchaser, on the one hand, and the Sellers, on the other hand, in the same proportion that the aggregate amount of the disputed items so submitted to the Independent Auditor that is unsuccessfully disputed by such Party (as finally determined by the Independent Auditor) bears to the total amount of such modifications shall be made to the Post-Closing Liabilities Statement and the Escrow Amount shall be accordingly adjusted down, if applicable. FindWhat and Miva shall jointly send a Notice to the Escrow Agent to disburse funds from the Escrow Amount to FindWhat as a result of any adjustments to the Escrow Amount pursuant to this Section 2.6disputed items so submitted.