Common use of Closing Adjustment Clause in Contracts

Closing Adjustment. At the Closing, the Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers a report (the “Closing Report”) setting forth (1) an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland as of the Closing Date (without giving effect to the consummation of the transactions contemplated hereby), including the Sellers’ and Mission Maryland’s good faith estimate of the Net Working Capital (the “Estimated Net Working Capital”), (2) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon (the “Estimated Closing Date Payment”), including the Sellers’ good faith estimate of the portion of the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report and the calculation of the components thereof shall be prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(a), and shall (i) be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing Report.

Closing Adjustment. At Prior to the Closing, the Purchase Price date hereof Seller shall be adjusted in the following manner: have prepared and delivered to Buyer: (A) either (1) an increase by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2i) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital statement (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers a report (the “Closing ReportStatement”) setting forth (1) an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland as of the Closing Date (without giving effect to the consummation of the transactions contemplated hereby), including the Sellers’ and Mission MarylandSeller’s good faith estimate of the Net Working Capital Amount of the Business as of the close of business on the date immediately prior to the Closing Date prepared in accordance with GAAP, consistently applied, and the definition of Net Working Capital Amount, and containing the line items set forth in the sample working capital amount calculation set forth solely for illustration purposes on Schedule 1.6, without giving effect to the transactions contemplated herein (the “Estimated Net Working CapitalCapital Amount”), ; and (2ii) the Sellers’ and Mission Maryland’s good faith estimate an estimated unaudited balance sheet of the Debt Business (excluding the Excluded Assets and Retained Liabilities) as of the Sellers and close of business on the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of date immediately prior to the Closing Date Payment based thereon prepared in accordance with GAAP, consistently applied, without giving effect to the transactions contemplated herein (the “Estimated Closing Date PaymentBalance Sheet”), including the Sellers’ good faith estimate of the portion . The Estimated Closing Statement shall contain detailed calculations of the Estimated Net Working Capital Amount, and shall be accompanied by a certificate of an authorized officer of Seller certifying that the Estimated Closing Statement and Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report and the calculation of the components thereof shall be Balance Sheet were prepared in accordance with GAAP, consistently applied. The Consideration shall be adjusted at Closing to the policies and procedures used in calculating extent that the sample calculation of Estimated Net Working Capital as set forth Amount is less than or greater than $850,000 (the “Target Working Capital Amount” and such adjustment, the “Closing Adjustment”). If the Estimated Net Working Capital Amount is less than the Target Working Capital Amount, the Consideration shall be decreased on Schedule 2.7(a), and shall (i) be signed a dollar-for-dollar basis by the Sellers and shall certify that the components amount of the Closing Report and Adjustment. If the calculations therein were prepared in good faith based Estimated Net Working Capital Amount is greater than the Target Working Capital Amount, the Consideration shall be increased on a dollar-for-dollar basis by the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components amount of the Closing ReportAdjustment.

Closing Adjustment. At the Closing, the Purchase Price shall be adjusted in the following manner: (Ai) either (1) an increase by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater No later than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (1) three Business Day prior to Days before the Closing Date, the Sellers and Mission Maryland shall Seller will prepare in good faith and deliver to the Buyers a report Buyer (the “Closing Report”) setting forth (1A) an estimated unaudited consolidated balance sheet of the Sellers Company at and the LicenseCos and Mission Maryland as of 12:01 A.M. Central time on the Closing Date (without giving effect to the consummation of the transactions contemplated hereby), including the Sellers’ "Estimated Closing Balance Sheet") and Mission Maryland’s (B) a statement setting forth Seller's good faith estimate of the Net Working Capital each of (the “Estimated Net Working Capital”), (2i) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation amount of the Closing Date Payment based thereon Cash, (ii) any Closing Working Capital Surplus, (iii) any Closing Working Capital Deficiency, (iv) the “Transaction Expenses, (v) the amount of Closing Indebtedness and (vi) the Closing Adjustment Amount resulting therefrom (such statement, the "Estimated Closing Date Payment”Statement"), including the Sellers’ good faith estimate of the portion . Upon delivery of the Estimated Closing Date Payment payable Statement, Buyer and its Representatives, including Buyer's independent accountants, will be entitled to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report review, during normal business hours and the calculation of the components thereof shall be prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(a)upon reasonable advance notice, and shall (i) be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers Acquired Companies relevant to the preparation of the Estimated Closing Balance Sheet and the LicenseCos and Mission MarylandEstimated Closing Statement as Buyer may reasonably request, and (ii) include reasonably detailed supporting documents to discuss such books and records with senior management of the Acquired Companies for the calculation purpose of reviewing the components Estimated Closing Balance Sheet or Estimated Closing Statement, and Seller shall consider in good faith any comments from Buyer with respect to the amounts and calculations contained therein. To the extent that, prior to Closing, Buyer and Seller agree in writing on any changes to the amounts set forth in the Estimated Closing Balance Sheet or the Estimated Closing Statement, the Estimated Closing Balance Sheet or the Estimated Closing Statement, as applicable, shall be revised to reflect such agreed-upon amounts; for the avoidance of doubt (but without limiting Section 1.2(c)), if Buyer and Seller are unable to resolve any differences with respect to the amounts set forth in the Estimated Closing Balance Sheet or the Estimated Closing Statement prior to the Closing, then with respect to any amounts which remain in dispute, the amounts of Closing Cash, Closing Working Capital Surplus, Closing Working Capital Deficiency, Transaction Expenses, Closing Indebtedness or the Closing ReportAdjustment Amount as reflected in the Seller's initial Estimated Closing Statement shall be used for purposes of calculating the Estimated Purchase Price on the Closing Date. From and after 12:01 A.M. Central time on the Closing Date through the Closing, no Acquired Company shall pay or otherwise remit or distribute any Cash to any Person (other than payments to unaffiliated third-party trade creditors in the ordinary course of business in respect of liabilities included in Closing Working Capital taken into account in calculating the Closing Working Capital Surplus or Closing Working Capital Deficiency, as applicable).

Closing Adjustment. At least four (4) business days before the Closing, the Purchase Price Seller shall be adjusted in the following manner: prepare and deliver to Buyer (A) either a statement (1) an increase by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers a report (the “Closing ReportWorking Capital Statement”) setting forth (1) an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland as in reasonable detail Seller’s good faith estimates of the Closing Date (without giving effect to the consummation of the transactions contemplated hereby), including the Sellers’ and Mission Maryland’s good faith estimate of the Net Working Capital and each component thereof, and all supporting calculations, schedules, and documentation therefor (the “Estimated Net Closing Working Capital”), and (2B) the Sellers’ and Mission Maryland’s good faith estimate a certificate of the Debt chief financial officer of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon (the “Estimated Closing Date Payment”), including the Sellers’ good faith estimate of the portion of Seller that the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report and the calculation of the components thereof shall be Working Capital Statement was prepared in accordance with the policies and procedures used in calculating the Accounting Policies. By way of illustration, a sample calculation of Net Estimated Closing Working Capital as of March 31, 2016 is set forth on Schedule 2.7(a), and 2.9 attached hereto. The Parties shall (i) be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared negotiate in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for to resolve any dispute related to the calculation of the components Estimated Closing Working Capital within three (3) business days of Seller’s delivery of the Estimated Closing ReportWorking Capital Statement and, to the extent applicable, such estimated amount shall be adjusted to reflect any changes mutually agreed to by the Parties; provided, however, that if the Parties are unable to reach agreement within such three (3) business day period with respect to any such dispute, the Buyer shall nevertheless proceed to the Closing, subject to the terms and conditions set forth herein, and, in such an event, Buyer shall pay to Sellers at the Closing the Closing Payment determined based upon the Estimated Closing Working Capital Statement as delivered by Seller (it being understood that with respect to any unresolved items, the Estimated Closing Working Capital Statement as delivered by Seller shall control solely for purposes of determining the amounts payable at the Closing, but shall not limit or otherwise affect Buyer’s remedies under this Agreement or otherwise, or constitute an acknowledgement by Buyer of the accuracy of the amounts reflected thereof). The Closing Payment shall be increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Closing Working Capital is more than or less than $3,150,000 (the “Target Working Capital”) (such increase or decrease, as applicable, the “Closing Payment Adjustment”).

Closing Adjustment. At the Closing, the Purchase Price shall be adjusted in the following manner: (Aa) either (1) an increase by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is Not less than the Target Net Working Capital five (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (15) Business Day Days prior to the anticipated Closing Date, the Sellers and Mission Maryland Seller shall prepare in good faith and deliver to the Buyers a report (the “Closing Report”) setting forth (1) provide Buyer with an estimated consolidated balance sheet statement of the Sellers and the LicenseCos and Mission Maryland Working Capital as of the Closing Date (without giving effect to the consummation of the transactions contemplated hereby), including the Sellers’ and Mission Maryland’s good faith estimate of the Net Working Capital (the “Statement of Estimated Net Closing Working Capital”), which shall be accompanied by a notice (2the “Closing Notice”) that sets forth (i) Seller’s determination of the Closing Adjustment (if any) and the Purchase Price after giving effect to the Closing Adjustment and (ii) the Sellers’ account or accounts to which Buyer shall transfer funds pursuant to Sections 2.03 and Mission Maryland2.06. The Statement of Estimated Closing Working Capital and the Closing Notice shall each be signed by Seller’s good principal financial officer or principal accounting officer and be accompanied by reasonable supporting documentation. Buyer shall have the right to review the Statement of Estimated Closing Working Capital and such supporting documentation or data as Buyer may reasonably request. In the event that Buyer does not agree with Seller’s estimate of Working Capital as of the Closing, Seller and Buyer shall negotiate in food faith to mutually agree on an acceptable estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation Working Capital as of the Closing Date Payment based thereon Date, and Seller shall consider in good faith any proposed comments or changes that Buyer may reasonably suggest; provided, however, that Seller may elect to close on the undisputed portion of the Statement of Estimated Closing Working Capital upon written notice by Seller to Buyer; provided, further, that Seller’s failure to include in the Statement of Estimated Closing Working Capital any changes proposed by Buyer, the acceptance by Buyer of the Statement of Estimated Closing Working Capital, or the closing on the undisputed portion of the Statement of Estimated Closing Working Capital shall not limit or otherwise affect Buyer’s or Seller’s remedies under this Agreement, including Buyer’s right to include such changes or any other changes in the Initial Working Capital Statement, or constitute an acknowledgement by Buyer of the accuracy of the Statement of Estimated Closing Working Capital. (b) The Closing Notice shall specify an amount (the “Closing Adjustment”) that shall be equal to (i) $20,000,000 less (ii) the amount of Working Capital set forth in the Statement of Estimated Working Capital. If the Closing Adjustment is a positive amount, then the Purchase Price shall equal the Pre-Adjustment Amount decreased by the Closing Adjustment. If the Closing Adjustment is zero or a negative amount, then the Closing Adjustment shall be deemed zero and the Purchase Price shall equal the Pre-Adjustment Amount. (c) The Statement of Estimated Closing Date Payment”), including the Sellers’ good faith estimate of the portion of the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report and the calculation of the components thereof Working Capital shall be prepared in accordance with the policies provisions of the definition of “Working Capital” and procedures used in calculating the sample calculation example statement of Net Working Capital attached as set forth on Schedule 2.7(a), and shall (i) be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing ReportExhibit C hereto.

Closing Adjustment. At (a) Not less than five (5) Business Days prior to the Closinganticipated Closing Date, Supervalu shall provide Purchaser with a statement setting forth its good-faith estimates of Cash, Working Capital and Indebtedness as of the Closing (the “Estimated Closing Statement”), and such schedules with respect to the determination thereof as Supervalu believes is reasonably necessary to support such Estimated Closing Statement, which shall be accompanied by a notice (the “Closing Notice”) that sets forth (i) Supervalu’s determination of the Closing Adjustment and the Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above Closing Adjustment and (ii) the account or accounts to which Purchaser shall be transfer the “Purchase Price pursuant to Section 2.7. (b) The Closing Date Payment.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland Notice shall prepare in good faith and deliver to the Buyers a report specify an amount (the “Closing ReportAdjustment”), positive or negative, that shall be equal to (i) setting the amount of Cash set forth in the Estimated Closing Statement, plus (1ii) an estimated consolidated balance sheet the amount of Working Capital set forth in the Estimated Closing Statement, less (iii) the Target Working Capital Amount, less (iv) the amount of Indebtedness set forth in the Estimated Closing Statement (it being understood that the amount of the Sellers and the LicenseCos and Mission Maryland as Debt Financing will not be considered Indebtedness for purposes of the Closing Date Adjustment). (without giving effect to the consummation of the transactions contemplated hereby), including the Sellers’ and Mission Maryland’s good faith estimate of the Net Working Capital (the “Estimated Net Working Capital”), (2c) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon (the “The Estimated Closing Date Payment”), including the Sellers’ good faith estimate of the portion of the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report and the calculation of the components thereof Statement shall be prepared in accordance with the policies definitions of “Cash”, “Working Capital” and procedures used in calculating the sample calculation of Net Working Capital “Indebtedness” (as applicable and without duplication) set forth on Schedule 2.7(a), and shall (i) be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared in good faith herein based on the books and records Accounting Standard, applied consistently with their application in connection with the preparation of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing ReportAudited Financial Statements.

Closing Adjustment. At (i) Prior to the Closing, the Purchase Price Company shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Net prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Adjusted Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net "Estimated Closing Working Capital"), or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above statement shall be the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers a report (the “Closing Report”) setting forth (1) contain an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland Company as of the Closing Date (without giving effect to the consummation of the transactions contemplated herebyherein), including the Sellers’ and Mission Maryland’s good faith estimate a calculation of the Net Estimated Closing Working Capital (the “"Estimated Net Closing Working Capital Statement"), and a certificate of the Chief Executive Officer of the Company that the Estimated Closing Working Capital Statement was prepared with consistent classifications, judgments and valuation and estimation methodologies as those that were used in the preparation of the Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared and audited as of a fiscal year end. (ii) The "Closing Adjustment" shall be an amount equal to the Estimated Closing Working Capital minus $3,814,000 (the "Target Working Capital”"). If the Closing Adjustment is a positive number, (2) the Sellers’ and Mission Maryland’s good faith estimate of Purchase Price shall be increased by the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation amount of the Closing Date Payment based thereon (Adjustment. If the “Estimated Closing Date Payment”)Adjustment is a negative number, including the Sellers’ good faith estimate of Purchase Price shall be reduced by the portion of the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation amount of the Closing Report Adjustment. In the event the Closing Adjustment is a positive number, 15% of the Closing Adjustment shall be placed into the Escrow Account and the calculation of the components thereof Escrow Amount shall be prepared in accordance with the policies and procedures used increased accordingly. (iii) There shall not be taken into account in calculating the sample calculation Closing Adjustment (x) any Federal, State, local or foreign Tax attributable to the Section 338(h)(10) Election (including, without limitation, any Tax under Code Section 1374 or any similar provision of Net Working Capital as set forth on Schedule 2.7(aState or local law); (y) any Federal, and shall (i) be signed State, local or foreign Tax attributable to any voluntary election or other action by the Sellers and shall certify that Buyer or by the components of Company after the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, Closing; and (iiz) include reasonably detailed supporting documents for any bonuses paid to employees in consideration of their continuing employment with the calculation of Company following the components of the Closing ReportClosing.

Closing Adjustment. (i) At least five (5) Business Days before the Closing, Seller shall prepare and deliver to Buyer a written statement (the Purchase Price shall be adjusted “Estimated Closing Statement”) setting forth in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Net reasonable detail: A. Seller’s good faith estimate of Closing Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment AmountClosing Working Capital”); (B) a decrease by the outstanding Debt , which statement shall contain an estimated balance sheet of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland Company as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (1) Business Day immediately prior to the Closing Date(for the avoidance of doubt, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers a report (the “Closing Report”) setting forth (1) an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland as of the Closing Date (without giving effect to the consummation of the transactions contemplated hereby)herein) and a calculation of Estimated Closing Working Capital and the Estimated Working Capital Adjustment, including prepared in accordance with the Sellers’ and Mission MarylandAccounting Principles; B. Seller’s good faith estimate of the Net Working Capital Closing Cash (the “Estimated Net Working CapitalCash”), (2) the Sellers’ and Mission Maryland; C. Seller’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon Expenses (the “Estimated Closing Date PaymentTransaction Expenses”), including the Sellers’ ; D. Seller’s good faith estimate of the portion Closing Indebtedness (the “Estimated Indebtedness”); and E. Seller’s good faith estimate of the aggregate Purchase Price resulting from the foregoing calculated in accordance with Section 2.02 (the “Estimated Purchase Price”). (ii) Seller shall deliver to the Company, together with the Estimated Closing Date Payment payable to each Statement, (A) supporting documentation used by Seller in accordance with the Allocation Schedule. The preparation of the Closing Report and the calculation of the components thereof shall be prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital as amounts set forth on Schedule 2.7(a)therein and (B) a draft of the Funds Flow Memorandum. Buyer may make inquiries of Seller regarding the Estimated Closing Statement, and Seller shall (iand Seller shall cause the Company, and direct the Company’s accountants, to) be signed use its reasonable best efforts to cooperate with and respond to such inquiries and provide reasonable access to review the work papers prepared by Seller or its Representatives to the Sellers and extent they relate to the Estimated Closing Statement. Seller shall certify that the components of the Closing Report and the calculations therein were prepared consider in good faith any potential adjustments to the Estimated Closing Statement proposed by Buyer prior to the Closing and make any corresponding changes to the Estimated Closing Statement that Seller reasonably deems appropriate based on Buyer’s proposed adjustments (in which case, such statement reflecting such changes shall constitute the books and records Estimated Closing Statement); provided that the obligations of Seller to consider in good faith any proposed adjustments shall in no event require that the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the anticipated Closing ReportDate be postponed or otherwise delayed.

Closing Adjustment. (i) At the Closing, the cash amount of the Purchase Price shall be adjusted in the following manner: : (A) either (1) an increase by the amount, if any, by which the Estimated Net Closing Working Capital (as determined in accordance with this Section 2.72.04(a)(ii)) is greater than the top of the range of the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Closing Working Capital is less than the bottom of the range of the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); Capital; (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos estimated Closing Indebtedness (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the “Estimated Closing DateIndebtedness”); and Securities Purchase Agreement 18 Project Acorn (C) a decrease by the amount of unpaid estimated Closing Transaction Costs as of the close of business on the Expenses (“Estimated Closing DateTransaction Expenses”). The net amount after giving effect to the adjustments listed above (and exclusive of the the Akerna Loan which will be deemed repaid in full at Closing pursuant to its terms) shall be the “Closing Date Payment.” ” (ii) At least one three (13) Business Day prior to Days before the Closing DateClosing, the Sellers and Mission Maryland Seller shall prepare in good faith and deliver to the Buyers Buyer a report statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing ReportWorking Capital”) setting forth (1) ), Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses, which statement shall contain an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland Company Group as of the Closing Date (without giving effect to the consummation of the transactions contemplated herebyherein), including the Sellers’ and Mission Maryland’s good faith estimate of the Net Working Capital (the “Estimated Net Working Capital”), (2) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Estimated Closing Date Payment based thereon Working Capital, Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses (the “Estimated Closing Date PaymentStatement”), including the Sellers’ good faith estimate and a certificate of the portion Chief Financial Officer of Seller certifying that the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report and the calculation of the components thereof shall be Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in calculating the sample calculation preparation of Net Working Capital the Annual Financial Statements for the most recent fiscal year end as if such Estimated Closing Statement was being prepared and audited as of a fiscal year end, as adjusted as set forth on Schedule 2.7(a), B. The Estimated Closing Statement shall include a reasonably detailed explanation and shall (i) be signed by the Sellers and shall certify that the components supporting detail of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing Reportthereof.

Closing Adjustment. (i) At least three (3) Business Days prior to the ClosingClosing Date, Seller shall provide a statement (the Purchase Price shall be adjusted “Estimated Closing Statement”) setting forth Seller’s estimated balance sheet of the Business as of the Effective Time, prepared in according with the following manner: Accounting Principles, and ▇▇▇▇▇▇’s good-faith estimate of each of the following: (A) either the Closing Transaction Expenses (1the “Estimated Closing Transaction Expenses”); (B) an increase the Closing Indebtedness (the “Estimated Closing Indebtedness”); (C) the Closing Cash on Hand (the “Estimated Closing Cash on Hand”); and (D) the Closing Working Capital (the “Estimated Closing Working Capital”). (ii) Upon the terms and subject to the conditions set forth in this Agreement, the Closing Payment paid by the Buyer to Seller on the Closing Date shall be (a) increased by the amount, if any, by which the Estimated Net Closing Working Capital (as determined in accordance with this Section 2.7) is greater than exceeds the Target Net Working Capital, or (2b) a decrease decreased by the amount, if any, by which the Estimated Net Target Working Capital is less than exceeds the Target Net Estimated Closing Working Capital Capital, (in either casec) decreased by the Estimated Closing Indebtedness, (d) decreased by the Estimated Closing Transaction Expenses, and (e) increased by the Closing Cash on Hand (the amount actually paid to Seller pursuant to this Section 1.06(b)(ii), the “Estimated Adjustment AmountPurchase Price”); . (Biii) a decrease by In no event will any amount included in the outstanding Debt of calculation of: (x) Estimated Transaction Expenses, Estimated Closing Indebtedness, Estimated Closing Cash on Hand or Estimated Closing Working Capital, on the Sellers and one hand, or (y) Closing Transaction Expenses, Closing Indebtedness, Closing Cash on Hand or Closing Working Capital, on the LicenseCos other, be included in any such other calculations within such subsections (not including the Intraparty Obligationsx) and Mission Maryland as of the close of business on the Closing Date; and (Cy) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Paymentextent doing so would result in double counting.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers a report (the “Closing Report”) setting forth (1) an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland as of the Closing Date (without giving effect to the consummation of the transactions contemplated hereby), including the Sellers’ and Mission Maryland’s good faith estimate of the Net Working Capital (the “Estimated Net Working Capital”), (2) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon (the “Estimated Closing Date Payment”), including the Sellers’ good faith estimate of the portion of the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report and the calculation of the components thereof shall be prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(a), and shall (i) be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing Report.

Closing Adjustment. (i) At the Closing, the Purchase portion of the Base Price payable to Seller shall be adjusted in the following manner: : (A) either (1) an increase by the amount, if any, by which the Estimated Net Closing Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Closing Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); Capital; (B) a decrease an increase by the outstanding Debt amount of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business Estimated Closing Cash on the Closing Date; and Hand; (C) a decrease (without duplication) by the outstanding Estimated Closing Indebtedness; and (D) a decrease (without duplication) by the amount of unpaid Estimated Closing Transaction Costs as of the close of business on the Closing DateExpenses. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Initial Payment.” At least one ” (1ii) No later than five (5) Business Day Days prior to the Closing Datedate hereof, the Sellers Seller shall have prepared and Mission Maryland shall prepare in good faith and deliver delivered to the Buyers Buyer (A) a report statement (the “Closing ReportStatement”) setting forth (1) an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland as of the Closing Date (without giving effect to the consummation of the transactions contemplated hereby), including the SellersSeller’ and Mission Maryland’s good faith estimate of the Net Closing Working Capital (the “Estimated Net Closing Working Capital”), (2) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon Cash on Hand (the “Estimated Closing Date PaymentCash on Hand”), including Closing Indebtedness (the Sellers’ good faith estimate of the portion of the “Estimated Closing Date Payment payable to each Indebtedness”), and Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”) and (B) a certificate of an officer of Seller in accordance with the Allocation Schedule. The preparation of that the Closing Report and the calculation of the components thereof shall be Statement was prepared in accordance with the policies and procedures used in calculating the sample calculation Agreed Accounting Principles. The Closing Statement shall be accompanied by customary payoff letters, which will include customary lien releases, for every item of Net Working Capital as set forth on Schedule 2.7(a), and shall (i) be signed by the Sellers and shall certify that the components of the Estimated Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing ReportIndebtedness.

Closing Adjustment. At No later than three (3) Business Days before the Closing, the Purchase Price Companies shall be adjusted in prepare, and the following manner: Sellers’ Representative shall deliver to Buyer, (A) either (1) an increase by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2a) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital statement (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers a report (the “Closing ReportStatement”) setting forth (1) an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland as of the Closing Date (without giving effect to the consummation of the transactions contemplated hereby), including the Sellers’ and Mission Maryland’s their good faith estimate of the Net CPS Working Capital (the “Estimated Net CPS Working Capital”), (2) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon MPI Working Capital (the “Estimated Closing Date PaymentMPI Working Capital”), including the Sellers’ good faith estimate CPS Cash (the “Estimated CPS Cash”), the MPI Cash (the “Estimated MPI Cash”), the CPS Indebtedness (the “Estimated CPS Indebtedness”), MPI Indebtedness (the “Estimated MPI Indebtedness”), the CPS Transaction Expenses (the “Estimated CPS Transaction Expenses”), the MPI Transaction Expenses (the “Estimated MPI Transaction Expenses”), the CPS Change of Control Payments (the portion “Estimated CPS Change of Control Payments”), and the MPI Change of Control Payments (the “Estimated Closing Date Payment payable to MPI Change of Control Payments”), in each Seller in accordance with the Allocation Schedule. The preparation case as of the Closing Report and the calculation of the components thereof Date, which statement shall be prepared in accordance with GAAP and the policies Accounting Principles and procedures used in calculating (b) the sample calculation payee and the amount of Net Working Capital as set forth on Schedule 2.7(a)all Transaction Expenses and all Change of Control Payments. Prior to the Closing, and the Sellers’ Representative shall (i) be signed by provide to Buyer any books, records and other documents pertaining to or used in connection with the Sellers and shall certify that the components preparation of the Closing Report Estimated Statement and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Marylandrequested by Buyer, and (ii) include reasonably detailed supporting documents for consider any reasonable comments of Buyer with respect to the calculation of Estimated Statement. The CPS Closing Date Cash Amount shall be (x) increased dollar-for-dollar by the components of amount the Estimated CPS Working Capital exceeds $325,000 or (y) decreased dollar-for-dollar by the amount the Estimated CPS Working Capital is less than $325,000. The MPI Closing ReportDate Cash Amount shall be (x) increased dollar-for-dollar by the amount the Estimated MPI Working Capital exceeds $250,000 or (y) decreased dollar-for-dollar by the amount the Estimated MPI Working Capital is less than $250,000.

Closing Adjustment. At the Closing, the Purchase Price shall be adjusted in the following manner: (Aa) either (1) an increase by the amount, if any, by which the Estimated Closing Balance Sheet and Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing DateEquity Statement. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (1) Business Day Three --------------------------------------------------------- days prior to the Closing Dateof the Merger, the Sellers and Mission Maryland Company shall prepare in good faith and deliver to the Buyers a report (the “Closing Report”) setting forth (1) Parent an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland Company dated as of the Closing Date (without giving effect to the consummation of the transactions contemplated hereby"Estimated Closing Balance Sheet"), including the Sellers’ and Mission Maryland’s good faith estimate of the Net Working Capital prepared in accordance with United States generally accepted accounting principles (the “Estimated Net Working Capital”"GAAP"), (2) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereofconsistently applied, and (3ii) based upon a statement setting forth the foregoing, a calculation Net Members' Equity (as defined below) of the Company as of the Closing Date Payment based thereon (the “"Net Equity Statement"). For purposes of this Section 2.5, "Net Members' Equity" means as of the date of determination the amount determined by subtracting (a) all indebtedness, obligations and liabilities of the Company, including all Company Indebtedness, all determined in accordance with GAAP, consistently applied; from (b) the total net book value of all assets of the Company, less (i) any amounts attributable to goodwill and intangible items (such as unamortized debt discount and expense, patent, trade and service marks, trade names, copyrights, licenses, organizational expenses, and research and development expenses, except for prepaid expenses), (ii) all appropriate deductions which are either required by or reflected in the Company Financial Statements (as defined in Section 3.8) (including allowances for doubtful accounts and bad debt, returns, depreciation and obsolescence), and (iii) reserves not already deducted from assets. The Estimated Closing Date Payment”)Balance Sheet and the Net Equity Statement, including the Sellers’ good faith estimate when delivered to Parent, shall be accompanied by a certificate of the portion Chief Executive Officer of the Company, representing and warranting to Parent that the Estimated Closing Balance Sheet and the Net Equity Statement are each true and complete in all material respects, have been prepared in accordance with GAAP applied on a basis consistent with that used for preparation of the Company Financial Statements, and fairly present the financial position of the Company as of the Estimated Closing Date Payment payable to each Seller in accordance with (the Allocation Schedule"Estimated Closing Balance Sheet Certificate"). The preparation representations in such Estimated Closing Balance Sheet Certificate and the accompanying Estimated Closing Balance Sheet and the Net Equity Statement shall be deemed representations of the Closing Report and the calculation Company for purposes of the components thereof shall be prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(a), and shall (i) be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing ReportArticle 12.

Closing Adjustment. At As soon as practicable before the ClosingClosing (but in any event, the Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is not less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (1) two Business Day Days prior to the Closing Date), the Sellers and Mission Maryland Seller Representative shall prepare in good faith and deliver to the Buyers Purchaser a report written statement (the “Pre-Closing ReportStatement”) ), setting forth in reasonable detail: (1i) an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland as of the Closing Date (without giving effect to the consummation of the transactions contemplated hereby), including the Sellers’ and Mission Maryland’s good faith estimate of the Net Working Capital of the Acquired Companies (such estimate, the “Estimated Net Working CapitalCapital Amount”), (2) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Marylandwhich, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon (the “Estimated Closing Date Payment”), including the Sellers’ good faith estimate of the portion of the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report and the calculation of the components thereof shall be prepared in accordance with GAAP and this Agreement, including the policies and procedures used in calculating the sample calculation of Net Working Capital as definitions set forth on herein, as applicable and presented in a manner consistent with the pro forma example of Working Capital, which was prepared as of October 31, 2022, attached hereto as Schedule 2.7(a2.05(a), and shall the resultant Closing Working Capital Increase Amount or Closing Working Capital Decrease Amount, as applicable, (iii) be signed by the Sellers and shall certify that the components an estimate of the Closing Report and the calculations therein were prepared in good faith based on the books and records Indebtedness of the Sellers and Acquired Companies (such estimate, the LicenseCos and Mission Maryland“Estimated Closing Indebtedness Amount”), and (iiiii) include reasonably detailed supporting documents for the calculation an estimate of the components Seller Transaction Expenses (such estimate, the “Estimated Seller Transaction Expense Amount”), (iv) an estimate of the Closing ReportCash of the Acquired Companies (such estimate, the “Estimated Closing Cash Amount”), (v) an estimate of the Change of Control Payments (such estimate, the “Estimated Change of Control Payments”), (vi) an estimate of the Paid Executory Period CapEx (such estimate, the “Estimated Paid Executory Period CapEx”), (vii) the resultant Estimated Net Purchase Price and (viii) an updated Allocation Schedule setting forth the amount (expressed as a dollar amount) of the Estimated Net Purchase Price each Seller shall be entitled to receive in accordance with Section 3.02(a)(vi) (the “Updated Allocation Schedule”). Seller Representative shall provide Purchaser and Purchaser’s Representatives with reasonable access to reasonable supporting documentation and personnel as Purchaser and Purchaser’s Representatives may reasonably request in connection with their review of such estimates.

Closing Adjustment. At (a) The "Closing Adjustment" shall be the Closingamount specified in the Closing Notice and shall be equal to the Estimated Adjustment Amount set forth in the Estimated Closing Statement as finally determined pursuant to Section 3.2(b); provided, however, that if the estimated Inventory Adjustment Amount used to calculate the Estimated Adjustment Amount is positive, then the Inventory Adjustment Amount shall be the lesser of (x) the absolute value of the Inventory Adjustment Amount and (y) $4,000,000, and the Estimated Adjustment Amount shall be calculated using such number. If the Closing Adjustment is a positive amount, then the Purchase Price paid by the Purchaser at Closing shall be adjusted in the following manner: (A) either (1) an increase increased by the Closing Adjustment. If the Closing Adjustment is a negative amount, if any, by which then the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease Purchase Price paid by the amount, if any, Purchaser at Closing shall be decreased by which the Estimated Net Working Capital is absolute value of the Closing Adjustment. (b) Not less than five (5) Business Days prior to the Target Net Working Capital (in either caseanticipated Closing Date, the “Seller shall provide the Purchaser with a statement (the "Estimated Closing Statement") setting forth a preliminary estimated determination of the Adjustment Amount (the "Estimated Adjustment Amount”); (B") a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; , which shall be accompanied by a notice (the "Closing Notice") that sets forth the Seller's determination of the Estimated Adjustment Amount and (C) a decrease by the amount cash portion of unpaid Transaction Costs the Purchase Price payable at the Closing. The Purchaser shall have the right to object to the Seller's estimate of the Adjustment Amount as of the close of business on Closing Date set forth in the Estimated Closing Date. The net amount after giving Statement by delivering written notice to such effect to the adjustments listed above shall be Seller on or prior to the “Closing Date Payment.” At least one (1) Business Day day prior to the Closing Date. If the Purchaser does not provide such notice of objection to the Seller, then the Sellers Estimated Adjustment Amount shall be as set forth in the Estimated Closing Statement and Mission Maryland the Closing Adjustment shall prepare be based thereon. If the Purchaser provides such notice of objection to the Seller, then the parties shall meet and discuss in good faith in order to agree on the Estimated Adjustment Amount. The Closing shall not occur unless and deliver to until the Buyers a report (the “Closing Report”) setting forth (1) an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland as of the Closing Date (without giving effect to the consummation of the transactions contemplated hereby), including the Sellers’ and Mission Maryland’s good faith estimate of the Net Working Capital (the “Estimated Net Working Capital”), (2) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon (the “Estimated Closing Date Payment”), including the Sellers’ good faith estimate of the portion of parties agree on the Estimated Closing Date Payment payable Amount, provided, however, that the parties' agreement to each Seller in accordance with the Allocation Schedule. Estimated Closing Amount shall not affect the Purchaser's right to deliver a Notice of Disagreement pursuant to Section 3.3(b)(ii). (c) The preparation of the Estimated Closing Report and the calculation of the components thereof Statement shall be prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(a), and shall (i) be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing ReportCalculation Principles.

Closing Adjustment. At the Closing, the Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater No later than the Target Net Working Capital, or two (2) days prior to the Closing Date, Sellers shall prepare and deliver to Buyer a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital statement (in either case, the “Estimated Adjustment AmountPreliminary Closing Statement”); , together with such supporting documentation as is reasonably requested by Buyer, that references and attaches (Bi) a decrease by the outstanding Debt an unaudited consolidated balance sheet of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland Company as of the close of business on the last day of the last full calendar month immediately preceding the month in which the Preliminary Closing Date; Statement is being delivered, and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers a report (the “Closing Report”) setting forth (1ii) an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland as updated version of the Closing Date (without giving effect to the consummation of the transactions contemplated hereby)Payment Schedule, including the setting forth Sellers’ and Mission Maryland’s good faith estimate of the Closing Date Net Total Consideration (the “Estimated Closing Date Net Total Consideration”) in sufficient detail to identify on an item-by-item basis the calculation of each item comprising the Estimated Closing Date Net Total Consideration (other than the Net Inventory Value, which will be calculated in accordance with Section 2.3), including good faith estimates of (A) Closing Cash (“Estimated Closing Cash”), (B) Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (2C) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos Closing Indebtedness (not including the Intraparty Obligations“Estimated Closing Indebtedness”), (D) and Mission Maryland, and Unpaid Company Transaction Costs and each of the components thereofExpenses (“Estimated Unpaid Company Transaction Expenses”), and (3E) based upon the foregoing, a calculation of Closing Adjustment. Sellers shall prepare the Preliminary Closing Statement in accordance with the principles and methodologies set forth on Schedule 1.1 and the Closing Date Payment based thereon Schedule. “Closing Adjustment” means an amount equal to (the “1) Estimated Closing Date Payment”)Cash, including the Sellers’ good faith estimate of the portion of the plus (2) Estimated Closing Net Working Capital minus (3) the Net Working Capital Target, minus (4) Estimated Closing Indebtedness, minus (5) Estimated Unpaid Company Transaction Expenses. If the Closing Adjustment is a positive number, then the Closing Date Payment Net Total Consideration payable to each Seller in accordance with on the Allocation Schedule. The preparation Closing Date shall be increased by the amount of the Closing Report and Adjustment. If the calculation of Closing Adjustment is a negative number, then the components thereof Closing Date Net Total Consideration payable on the Closing Date shall be prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(a), and shall (i) be signed reduced by the Sellers and shall certify that the components amount of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing ReportAdjustment.

Closing Adjustment. (i) At least three (3) Business Days before the Closing, the Purchase Price Seller shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Net prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment AmountClosing Working Capital”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above , which statement shall be the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers a report (the “Closing Report”) setting forth (1) contain an estimated consolidated balance sheet of the Sellers ▇▇▇▇▇▇▇▇ and the LicenseCos and Mission Maryland Company as of the Closing Date (without giving effect to the consummation transactions contemplated herein) and a separate statement of the transactions contemplated herebyamount of cash in ▇▇▇▇▇▇▇▇’▇ and the Company’s bank accounts as of the Closing Date and a description of the dollar amount of each such account (the “Actual Closing Cash”), including the Sellers’ and Mission Maryland’s good faith estimate a calculation of the Net Estimated Closing Working Capital (the “Estimated Net Closing Working Capital Statement”), and a certificate of the Chief Financial Officer of Seller that the Estimated Closing Working Capital Statement was prepared in accordance with Exhibit C and GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Annual Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared and audited as of a fiscal year end. The Actual Closing Cash shall include cash held in ▇▇▇▇▇▇▇▇’▇ and the Company’s bank accounts of at least $650,000 (“Required Closing Cash”) (and which, for great certainty and without duplication, shall be included in the Closing Working Capital). If the Actual Closing Cash is less than the Required Closing Cash at Closing then Seller shall pay to Buyer at Closing an amount equal to the difference between the Required Closing Cash and the Actual Closing Cash (the “Closing Cash Deficiency”). (ii) The “Closing Adjustment” shall be an amount equal to the Estimated Closing Working Capital minus $9,850,000 (the “Target Working Capital”). If the Closing Adjustment is a positive number, (2) the Sellers’ and Mission Maryland’s good faith estimate of Cash Consideration shall be increased by the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation amount of the Closing Date Payment based thereon (Adjustment. If the “Estimated Closing Date Payment”)Adjustment is a negative number, including the Sellers’ good faith estimate of Cash Consideration shall be reduced by the portion of the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation amount of the Closing Report and the calculation of the components thereof shall be prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(a), and shall (i) be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing ReportAdjustment.

Closing Adjustment. At Not less than ten (10) Business Days prior to the Closinganticipated Closing Date, Parent shall provide Buyer with a notice (the Purchase Price shall be adjusted “Closing Notice”) that includes the following: (a) a “Statement of Estimated Cash and Indebtedness”, prepared by Parent in good faith in accordance with the Transaction Accounting Principles and in the following manner: format of the Reference Indebtedness Statement set forth in Exhibit D, setting forth the estimated Closing Cash (A“Estimated Closing Cash”) either and estimated Closing Date Indebtedness (1“Estimated Closing Debt”); (b) an increase a “Statement of Estimated Working Capital”, prepared by Parent in good faith in accordance with the amountTransaction Accounting Principles and in the format of the Reference Working Capital Statement set forth in Exhibit D, if any, by which setting forth the Estimated Net estimated Closing Date Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net “Estimated Working Capital”); (c) Parent’s determination of the “Closing Adjustment”, which shall be an amount (which, for the avoidance of doubt, may be positive or negative) equal to (i) the amount of Estimated Closing Cash, minus (ii) the amount of Estimated Closing Debt, plus (iii) the amount of Estimated Working Capital Adjustment (which, for the avoidance of doubt, may be positive or negative); (d) taking into account the Closing Adjustment, the estimated Purchase Price at Closing, calculated as follows, (i) if the Closing Adjustment is a positive amount, then the Base Payment will be increased by an amount equal to the Closing Adjustment, (ii) if the Closing Adjustment is a negative amount, then the Base Payment will be reduced by the absolute amount of the Closing Adjustment or (2iii) a decrease by if the amountClosing Adjustment is zero, if any, by which then the Estimated Net Working Capital is less than the Target Net Working Capital Base Payment will not be adjusted (in either casesuch amount as calculated pursuant to this clause (d), the “Estimated Adjustment AmountPurchase Price”); and (Be) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on account or accounts to which Buyer shall pay the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers a report (the “Closing Report”) setting forth (1) an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland as of the Closing Date (without giving effect to the consummation of the transactions contemplated hereby), including the Sellers’ and Mission Maryland’s good faith estimate of the Net Working Capital (the “Estimated Net Working Capital”), (2) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon (the “Estimated Closing Date Payment”), including the Sellers’ good faith estimate of the portion of the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report and the calculation of the components thereof shall be prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(a), and shall (i) be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing Report.

Closing Adjustment. (i) At least three (3) Business Days before the Closing, the Purchase Price Seller shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Net prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment AmountClosing Working Capital”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above , which statement shall be the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers a report (the “Closing Report”) setting forth (1) contain an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland Company as of the Closing Date (without otherwise giving effect to the consummation of the transactions contemplated herebyherein), including the Sellers’ and Mission Maryland’s good faith estimate a calculation of the Net Estimated Closing Working Capital (the “Estimated Net Closing Working Capital Statement”) such Estimated Closing Working Capital Statement having been prepared using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used to establish Target Working Capital of the Company as modified by the Closing Working Capital Methodology. (ii) The “Estimated Closing Adjustment” shall be the amount by which Estimated Closing Working Capital is more than Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) greater or less than Target Working Capital”), . There will be no Estimated Closing Adjustment if Estimated Closing Working Capital is greater than Seven Hundred Fifty Thousand and 00/100 Dollars (2$750,000.00) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon (the “Estimated Closing Date PaymentMinimum Working Capital Amount”), including ) but less than One Million Two Hundred Fifty Thousand and 00/100 Dollars ($1,250,000.00) (the Sellers’ good faith estimate of the portion of “Maximum Working Capital Amount”) and the Estimated Closing Date Payment payable Adjustment shall be equal to each Seller in accordance with the Allocation Scheduleamount (if any) by which Estimated Working Capital is less than the Minimum Working Capital Amount or exceeds the Maximum Working Capital Amount. The preparation In addition, for the avoidance of the Closing Report and doubt, the calculation of the components thereof shall be prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Target Working Capital as set forth on Schedule 2.7(a)shall exclude cash, and shall (i) be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for while the calculation of Closing Working Capital will include cash, in the components computation of the Closing ReportCurrent Assets.

Closing Adjustment. (i) At least three (3) Business Days before the Closing, the Purchase Price Company shall be adjusted in the following manner: prepare and deliver to Parent a statement (A) either (1) an increase by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers a report (the “Closing ReportStatement”) setting forth which shall contain (1) an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland Company as of the Closing Date (without giving effect to the consummation of the transactions contemplated herebyherein) (the “Estimated Closing Balance Sheet”), including the Sellers’ and Mission Maryland’s (2) a detailed calculation of its good faith estimate of (A) the Net Closing Working Capital (the “Estimated Net Closing Working Capital”), (2Capital”),(B) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon Cash (the “Estimated Closing Date PaymentCash”), including (C) the Sellers’ good faith estimate Closing Indebtedness (the “Estimated Closing Indebtedness”) and (D) the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”), and a certificate of the portion President of the Company that the Estimated Closing Date Payment payable to each Seller in accordance with Statement, the Allocation Schedule. The preparation of Estimated Closing Balance Sheet, the Estimated Closing Report Working Capital, the Estimated Closing Cash, the Estimated Closing Indebtedness and the calculation of the components thereof shall be Estimated Closing Transaction Expenses were prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital as calculations set forth on Schedule 2.7(a1.1(x) of the Disclosure Schedules and GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements and the Balance Sheet, as if such accounts were being prepared and audited as of a fiscal year end. In the event of any conflict among Schedule 1.1(x) of the Disclosure Schedules, the Balance Sheet and/or GAAP, the following shall control: (1) first, GAAP, (2) second, to the extent not inconsistent with GAAP, Schedule 1.1(x) of the Disclosure Schedules (3) third, to the extent not inconsistent with GAAP or Schedule 1.1(x) of the Disclosure Schedules, the Balance Sheet. In calculating any items on the Estimated Closing Statement (other than the Estimated Closing Transaction Expenses), and such calculations shall not take into account (ix) be signed transactions contemplated by this Agreement or the Sellers and shall certify that financing thereof or (y) any purchase price accounting or other similar adjustment resulting from the components consummation of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and transactions contemplated by this Agreement. (ii) include reasonably detailed supporting documents for The “Estimated Closing Adjustment” shall be an amount equal to the calculation of Estimated Closing Working Capital minus $1,700,000 (the components of the Closing Report“Target Working Capital”).

Closing Adjustment. At the Closing, the Purchase Price shall be adjusted in the following manner: (Ai) either (1) an increase by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount Within 90 days after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland Buyer shall prepare in good faith and deliver to the Buyers Sellers’ Representative a report (the “Closing Report”) statement setting forth (1) its calculation of Closing Working Capital, which statement shall contain an estimated consolidated audited balance sheet of the Sellers and the LicenseCos and Mission Maryland Company as of the Closing Date (without giving effect to the consummation of the transactions contemplated herebyherein), including the Sellers’ and Mission Maryland’s good faith estimate a calculation of the Net Closing Working Capital (the “Closing Working Capital Statement”) and a certificate of the Chief Financial Officer of Buyer that the Closing Working Capital Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Audited Financial Statements for the most recent fiscal year end as if such Closing Working Capital Statement was being prepared and audited as of a fiscal year end. (ii) The post-closing adjustment shall be an amount equal to (a) if the Closing Working Capital is greater than the Estimated Net Closing Working Capital”), (2) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon Working Capital minus the Estimated Closing Working Capital, or (b) if the Estimated Closing Working Capital is greater than the Closing Working Capital, the Estimated Closing Working Capital minus the Closing Working Capital (the “Estimated Post-Closing Date PaymentAdjustment”). If the Post-Closing Adjustment is calculated pursuant to clause (a) above, including the then it shall be owed by Buyer to Sellers’ good faith estimate of the portion of the Estimated Closing Date Payment payable to each Seller , in accordance with the Allocation Schedule. The preparation of If the Post-Closing Report and the calculation of the components thereof Adjustment is calculated pursuant to clause (b) above, it shall be prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(a), and shall (i) be signed owed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing Reportto Buyer.

Closing Adjustment. (i) At least three (3) Business Days before the Closing, the Purchase Price Quiksilver shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Net prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment AmountClosing Working Capital”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above , which statement shall be the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers a report (the “Closing Report”) setting forth (1) contain an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland Company as of the Closing Date (without giving effect to the consummation of the transactions contemplated herebyherein), including the Sellers’ and Mission Maryland’s good faith estimate a calculation of the Net Estimated Closing Working Capital (the “Estimated Net Closing Working CapitalCapital Statement”), and a certificate of the Chief Financial Officer of the Company that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, valuation and estimation methodologies that were used in the preparation of the Annual Financial Statements for the most recent fiscal year end using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, valuation and estimation methodologies that were used in the preparation of the Sample Closing Working Capital Schedule (2) the Sellers’ and Mission Maryland“Working Capital Standard”). Quiksilver’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon (the “Estimated Closing Date Payment”)Working Capital contained in the Estimated Closing Working Capital Statement will be made available for the review of Buyer and, including the Sellers’ good faith estimate of the portion if Buyer or its Representatives identify any material errors or gross inaccuracies in connection with their review of the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation Working Capital Statement, Buyer will within two (2) Business Days of receipt of the Estimated Closing Report and the calculation of the components thereof shall be prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(a), Statement notify Quiksilver of such material errors or gross inaccuracies and shall (i) be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared Quiksilver will cooperate in good faith based on to address any such errors or gross inaccuracies. Following the delivery of the Estimated Closing Working Capital Statement, Buyer and Buyer’s accountants shall have reasonable access to the books and records of the Sellers and Company, the LicenseCos and Mission Marylandpersonnel of, and work papers prepared by, Quiksilver and/or Quiksilver’s accountants to the extent that they relate to the Estimated Closing Working Capital Statement and to such historical financial information (to the extent in Quiksilver’s or the Company’s possession) relating to the Estimated Closing Working Capital Statement as Buyer may reasonably request for the purpose of reviewing the Estimated Closing Working Capital Statement, provided that such access shall be in a manner that does not interfere with the normal business operations of Buyer or the Company. For the avoidance of doubt, any failure of Buyer to notify Quiksilver of any error or inaccuracy in the Estimated Closing Working Capital Statement pursuant to this Section 1.4(a) shall not prejudice Buyer’s rights under Section 1.4(b) and Section 1.4(c) hereof. (ii) include reasonably detailed supporting documents for The “Closing Adjustment” will be an amount equal to the calculation of Estimated Closing Working Capital minus $19,009,596 (the components “Target Working Capital”). If the Closing Adjustment is a positive number, the Purchase Price will be increased by the amount of the Closing ReportAdjustment. If the Closing Adjustment is a negative number, the Purchase Price will be reduced by the amount of the Closing Adjustment.

Closing Adjustment. (i) At least three Business Days before the Closing, the Purchase Price shall be adjusted in Agent shall, on behalf of the following manner: (A) either (1) an increase by the amountContributors, if any, by which the Estimated Net prepare and deliver to Beneficiary a statement setting forth its good faith estimate of Closing Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment AmountClosing Working Capital”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above , which statement shall be the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers a report (the “Closing Report”) setting forth (1) contain an estimated consolidated balance sheet of the Sellers Finesco and the LicenseCos and Mission Maryland Scomedica as of the Closing Date (without giving effect to the consummation of the transactions contemplated herebyherein), including the Sellers’ and Mission Maryland’s good faith estimate a calculation of the Net Estimated Closing Working Capital (the “Estimated Net Closing Working CapitalCapital Statement”), (2) the Sellers’ and Mission Maryland’s good faith estimate a certificate of the Debt Chief Financial Officers of the Sellers Finesco and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon (the “Estimated Closing Date Payment”), including the Sellers’ good faith estimate of the portion of Scomedica that the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report and the calculation of the components thereof shall be Working Capital Statement was prepared in accordance with French GAAP applied using the same accounting methods, practices, principles, policies and procedures procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in calculating the sample preparation of the Target Working Capital Amount, as shown on Exhibit D attached hereto. (ii) The “Closing Adjustment” shall be an amount equal to the Estimated Closing Working Capital compared to a range of €1,100,000 to €1,300,000 target working capital (the “Target Working Capital”) as follows. The calculation of Net the Target Working Capital as is set forth on Schedule 2.7(a)Exhibit D attached hereto. If the Estimated Closing Working Capital exceeds €1,300,000, the Closing Adjustment will be a positive number equal to Estimated Closing Working Capital minus €1,300,000 and the Initial Contribution Amount shall (i) be signed increased by the Sellers and shall certify that the components amount of the Closing Report Adjustment. If the Estimated Closing Working Capital is lower than €1,100,000, the Closing Adjustment will be a negative number equal to the Estimated Closing Working Capital minus €1,100,000 and the calculations therein were prepared in good faith based on Initial Contribution Amount shall be reduced by the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components amount of the Closing ReportAdjustment. If the Estimated Closing Working Capital is an amount between €1,100,000 and €1,300,000, the Closing Adjustment will be equal to €0. By way of example only, if the Closing Adjustment amount is €100,000, then the Initial Contribution Amount will equal €7,100,000; if the Closing Adjustment amount is negative €100,000, then the Initial Contribution Amount will equal €6,900,000.

Closing Adjustment. At As soon as practicable before the Closing, the Purchase Price Company shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Net prepare and deliver to Parent a statement setting forth its good faith estimate of Closing Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment AmountClosing Working Capital”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above , which statement shall be the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers a report (the “Closing Report”) setting forth (1) contain an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland Company as of the Closing Date (without giving effect to the consummation of the transactions contemplated herebyherein), including the Sellers’ and Mission Maryland’s good faith estimate a calculation of the Net Estimated Closing Working Capital (the “Estimated Net Closing Working Capital Statement”), and a certificate of the Company’s Chief Financial Officer that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP, consistently applied, subject to the following (the “GAAP Exceptions”): (i) With respect to accounts receivable, no allowance shall be provided for doubtful accounts. All known bad debts as of the Effective Date would be deducted from accounts receivable. Receivables attributable to products sent as advance replacement to customers shall be valued at 10% of the recorded receivable, and products loaned to customers and manufacturer representatives shall be valued at 42% of their cost. (ii) With respect to inventory, refurbished inventory in normal working condition shall be valued at 70% of the average cost. Inventory returned by customers, but not yet refurbished to working condition shall be valued at 35% of the average cost. No other reserves against inventory shall be permitted. (iii) With respect to accounts payable, all known payables including with respect to inventory received, shall be taken into account. (iv) With respect to accrued expenses, in calculating accrued expenses, the following amounts shall be disregarded: (A) expenses for services received but for which amounts due are not known or invoiced, not exceeding $50,000 in aggregate before the Effective Date; (B) salaries and related employer taxes accrued until the Effective Date in respect of the first payroll to be paid after closing, excluding termination bonuses and other payments; (C) vacation accrued for continuing employees; and (D) interest and finance charges accrued to the extent of $17,000. (v) With respect to warranty claims, accrual for warranty claims shall be restricted to $85,000. The “Closing Adjustment” shall be an amount equal to the Estimated Closing Working Capital minus $1,000,000 (the “Target Working Capital”). If the Closing Adjustment is a positive number, (2) the Sellers’ and Mission Maryland’s good faith estimate of Closing Cash Consideration shall be increased by the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation amount of the Closing Date Payment based thereon (Adjustment. If the “Estimated Closing Date Payment”)Adjustment is a negative number, including the Sellers’ good faith estimate of Closing Cash Consideration shall be reduced by the portion of the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation amount of the Closing Report and the calculation of the components thereof shall be prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(a), and shall (i) be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing ReportAdjustment.

Closing Adjustment. (i) At the Closing, the Closing Cash Purchase Price shall be adjusted in the following manner: : (A) either (1) an increase by the amount, if any, by which the Estimated Net Closing Working Capital (as determined in accordance with this Section 2.72.04(a)(ii)) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Closing Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); Capital; (B) a decrease an increase by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and Estimated Cash; (C) a decrease by the amount of unpaid Estimated Indebtedness (including the Estimated Vehicle Lease Obligations Amount); (D) a decrease by the Estimated Transaction Costs as of the close of business on the Closing DateExpenses; and (E) an increase by Estimated Vehicle Lease Obligations Amount. The net amount after giving effect to the adjustments listed above shall be the “Closing Date PaymentCash Consideration.” ” (ii) At least one (1) three Business Day prior to Days before the Closing DateClosing, the Sellers Stockholders and Mission Maryland the Seller shall prepare in good faith and deliver to the Buyers Buyer a report statement (the “Estimated Closing ReportStatement”) setting forth (1) an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland as of the Closing Date (without giving effect to the consummation of the transactions contemplated hereby), including the Sellers’ and Mission Maryland’s a good faith estimate of the Net (A) Closing Working Capital (the “Estimated Net Closing Working Capital”), (2B) Cash as of the Determination Time (“Estimated Cash”), (C) the Sellers’ and Mission Maryland’s good faith estimate outstanding Indebtedness of the Debt Company as of the Sellers and Determination Time (“Estimated Indebtedness”), (D) the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and unpaid Transaction Costs and each Expenses as of the components thereofDetermination Time (“Estimated Transaction Expenses”), (E) the outstanding amount of Vehicle Lease Obligations as of the Determination Time (the “Estimated Vehicle Lease Obligations Amount”), and (3F) based upon the foregoing, a Seller’s calculation of the Closing Date Payment based thereon Cash Consideration in accordance with Section 2.04(a)(i) as a result of the estimates described in the foregoing clauses (A) through (E), together with a certificate of the “Chief Financial Officer of the Company that the Estimated Closing Date Payment”), including the Sellers’ Statement was prepared in good faith estimate and in accordance with this Agreement and GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the portion Audited Financial Statements for the most recent fiscal year end as if such Estimated Closing Statement was being prepared and audited as of a fiscal year end. The Seller shall consult the Buyer regarding the preparation of the Estimated Closing Date Payment payable Statement, including any estimates of such amounts. Not less than one Business Day prior to each Closing, the Buyer shall notify the Seller in accordance with of its good faith objections, if any, to the Allocation ScheduleEstimated Closing Statement. The preparation of the Closing Report and the calculation of the components thereof Seller shall be prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(a), and shall (i) be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared consider in good faith the Buyer’s objections to the Estimated Closing Statement calculations and shall revise such calculations, if, based on the books and records Seller’s good faith assessment of the Sellers and Buyer’s objections, such changes are warranted, which revised calculations shall become the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the applicable Estimated Closing ReportStatement.

Closing Adjustment. At the Closing, the Purchase Price shall be adjusted in the following manner: (Ai) either (1) an increase by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount Within 90 days after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland Buyer shall prepare in good faith and deliver to the Buyers Sellers’ Representative a report (the “Closing Report”) statement setting forth (1) its calculation of Closing Working Capital, which statement shall contain an estimated consolidated audited balance sheet of the Sellers and the LicenseCos and Mission Maryland Company as of the Closing Date (without giving effect to the consummation of the transactions contemplated herebyherein), including the Sellers’ and Mission Maryland’s good faith estimate a calculation of the Net Closing Working Capital (the “Closing Working Capital Statement”) and a certificate of the Chief Financial Officer of Buyer that the Closing Working Capital Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Audited Financial Statements for the most recent fiscal year end as if such Closing Working Capital Statement was being prepared and audited as of a fiscal year end. (ii) The post-closing adjustment shall be an amount equal to (a) if the Closing Working Capital is greater than the Estimated Net Closing Working Capital”), (2) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon Working Capital minus the Estimated Closing Working Capital, or (b) if the Estimated Closing Working Capital is greater than the Closing Working Capital, the Estimated Closing Working Capital minus the Closing Working Capital (the “Estimated Post- Closing Date PaymentAdjustment”). If the Post-Closing Adjustment is calculated pursuant to clause (a) above, including the then it shall be owed by Buyer to Sellers’ good faith estimate of the portion of the Estimated Closing Date Payment payable to each Seller , in accordance with the Allocation Schedule. The preparation of If the Post-Closing Report and the calculation of the components thereof Adjustment is calculated pursuant to clause (b) above, it shall be prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(a), and shall (i) be signed owed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing Reportto Buyer.

Closing Adjustment. At (a) Part (a) of the Closingdefinition of “Closing Net Working Capital” is hereby amended and restated in its entirety as follows: “means (a) the sum of all Accounts Receivable, Intercompany Receivables (excluding Non-Trade Intercompany Receivables), Inventory, Additional Gort Inventory, VAT recoverable of the Purchase Price shall be adjusted Acquired Companies, and prepaid expenses of the Acquired Companies and to the extent incorporated in the following manner: Purchased Assets (A) either (1) an increase by the amountprovided, if anyhowever, by which the Estimated that Closing Net Working Capital shall exclude any deferred tax assets, deferred tax liabilities, and any VAT recoverable that is attributable to VAT for which Purchaser is required to indemnify or pay Sellers under Section 9.1(f), Section 9.8(a) or Section 9.8(c) of this Agreement), minus (b) the sum of all Accounts Payable, Intercompany Payables (excluding Non-Trade Intercompany Payables), other current accrued liabilities of the Acquired Companies and of the Asset Selling Affiliates with respect to the Transferred Employees (including all Liabilities in respect of accrued PTO (paid time off) or vacation or holiday pay for Transferred Employees to the extent not paid by the Seller or its applicable Affiliate to such employee prior to the Closing), and deferred revenue. All elements of Closing Net Working Capital shall be calculated as determined of the opening of business on the Effective Date in accordance with this the applicable jurisdiction and reflect the exclusion of the Excluded Assets, Excluded Liabilities, Retained Assets and Retained Liabilities. Notwithstanding Section 2.7) is greater than 11.10, to determine the Target Closing Net Working Capital, or (2) a decrease all line items expressed in any currency other than U.S. dollars will be converted into U.S. dollars using the closing rate quoted by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland Bloomberg as of the close of business 5 p.m. Eastern time on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (1) last Business Day prior to Effective Date. Notwithstanding the Closing Datepreceding, for the avoidance of doubt, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers a report (the “Final Closing Report”) setting forth (1) an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland as of the Closing Date (without giving effect to the consummation of the transactions contemplated hereby), including the Sellers’ and Mission Maryland’s good faith estimate of the Net Working Capital (shall be calculated on a basis consistent with the “Estimated Net Working Capital”), (2) the Sellers’ Reference Calculation.” and Mission Maryland’s good faith estimate a new definition is hereby added to Section 1.1 of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission MarylandAgreement, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon (the “Estimated Closing Date Payment”), including the Sellers’ good faith estimate of the portion of the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report and the calculation of the components thereof shall be prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(a), and shall (i) be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing Report.follows:

Closing Adjustment. (a) At the Closing, the Purchase Price Sellers shall deliver to the Purchaser a statement (the "CLOSING STATEMENT") in the form of SCHEDULE 2.3(A), which lists (i) the cash of the Company as of the Balance Sheet Date (such amount, the "SELLERS' CLOSING CASH BALANCE"), (ii) the amounts of the short-term asset and short-term liability accounts of the Company listed thereon, and (iii) the amount calculated by subtracting the sum of such short-term liability accounts from the sum of such short-term asset accounts set forth therein (such amount, the "SELLERS' CLOSING WORKING CAPITAL BALANCE"), together with the work papers and other supporting documents used by the Sellers to prepare the Closing Statement. The Purchaser shall be adjusted entitled to participate in the following manner: preparation of the Closing Statement. The Purchaser and the Sellers acknowledge that, solely for purpose of the Closing Statement, accrued expenses will not be actually calculated as of the Balance Sheet Date and such amount on the Closing Statement shall be equal to an amount that is 110 % of the balance of accrued expenses set forth in the Interim Company Financial Statements. (Ab) either (1) an increase by The amounts set forth in the amount, if any, by which the Estimated Net Working Capital (as determined Closing Statement shall be calculated in accordance with this Section 2.7SCHEDULE 2.3(B) and to reflect the financial position of the Company on a consolidated basis as of the Balance Sheet Date in accordance with the accounting records of the Company and GAAP consistent, to the extent such Audited Company Financial Statements are in accordance with GAAP, with those used in the preparation of the Audited Company Financial Statements as of December 31, 2001. (c) At the Closing, the Closing Adjustment shall be determined as follows: (i) In the event that the Sellers' Closing Working Capital Balance is a positive number equal to or greater than the amount of the Target Net Working Capital, or (2) then the Closing Adjustment shall be a decrease positive number equal to the Sellers' Closing Cash Balance. For the avoidance of doubt and by way of example of the amountforegoing, if any, by which in the Estimated Net event that the Sellers' Closing Working Capital Balance is U.S.$4,000,000, and the Sellers' Closing Cash Balance is U.S.$3,000,000, the Base Price would be increased by U.S.$3,000,000, but the Base Price would not be further adjusted at the Closing for the U.S.$1,000,000 excess working capital. (ii) In the event that the Sellers' Closing Working Capital Balance is a negative number, zero or a positive number less than the Target Net Working Capital, then the Closing Adjustment shall be a positive or negative number equal to the sum of the Sellers' Closing Cash Balance and the Sellers' Closing Working Capital (in either caseBalance, minus the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after Target Working Capital, giving effect for purposes of such calculation to whether each number is negative or positive. For the adjustments listed above shall be the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Date, the Sellers avoidance of doubt and Mission Maryland shall prepare in good faith and deliver to the Buyers a report (the “Closing Report”) setting forth (1) an estimated consolidated balance sheet by way of the Sellers and the LicenseCos and Mission Maryland as example of the Closing Date (without giving effect to the consummation of the transactions contemplated hereby), including the Sellers’ and Mission Maryland’s good faith estimate of the Net Working Capital (the “Estimated Net Working Capital”), (2) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of in the Closing Date Payment based thereon (the “Estimated Closing Date Payment”), including event that the Sellers’ good faith estimate of the portion of the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report ' Working Capital Balance is U.S.$2,000,000, and the calculation of Sellers' Closing Cash Balance is U.S.$4,000,000, then the components thereof shall Base Price would be prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(a), and shall (i) be signed increased by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing ReportU.S.$3,000,000.

Closing Adjustment. (i) At the Closing, the Purchase Price shall be adjusted in the following manner: manner (in each case as determined in accordance with Section 2.04(a)(ii) below): (A) either (1) an increase by the amount, if any, by which the Estimated Net Closing Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Closing Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”)Capital; (B) either (1) an increase by the amount, if any, by which the Estimated Closing PP&E Amount is greater than the Target PP&E Amount, or (2) a decrease by the amount, if any, by which the Estimated Closing PP&E Amount is less than the Target PP&E Amount; (C) an increase by the outstanding amount of Estimated Closing Cash of the Heartland Companies as of the Calculation Time; (D) a decrease by the outstanding Debt Estimated Closing Indebtedness of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland Heartland Companies as of the close of business on the Closing DateCalculation Time; and (CE) a decrease by the amount of unpaid Estimated Closing Transaction Costs Expenses of the Heartland Companies as of the close of business on the Closing DateCalculation Time. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one ”. (ii) One (1) Business Day prior to the Closing DateClosing, the Sellers and Mission Maryland Seller Representative shall prepare in good faith and deliver to the Buyers Buyer a report statement with its good faith estimate of (i) Closing Working Capital (the “Estimated Closing ReportWorking Capital”), (ii) Closing PP&E Amount (the “Estimated Closing PP&E Amount”), (iii) Closing Cash (“Estimated Closing Cash”), (iv) Closing Indebtedness (including an itemized list of each such item of Closing Indebtedness and the person to whom such item of Closing Indebtedness is owed) (“Estimated Closing Indebtedness”) setting forth and (1v) Closing Transaction Expenses (including an itemized list of each such unpaid Transaction Expense and the person to whom such expense is owed) (“Estimated Closing Transaction Expenses”), which statement shall contain an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland Heartland Companies as of the Closing Date (without giving effect to the consummation of the transactions contemplated hereby), including the Sellers’ and Mission Maryland’s good faith estimate of the Net Working Capital (the “Estimated Net Working Capital”), (2) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon (the “Estimated Closing Date Payment”), including the Sellers’ good faith estimate of the portion of the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report and the calculation of the components thereof shall be prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(a), and shall (i) be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing Report.transactions

Closing Adjustment. (i) At least three Business Days before the Closing, Sellers shall cause the Purchase Price Company to have completed a physical asset count covering inventory located at its facilities in Tulsa, Oklahoma, San Antonio, Texas, and Salisbury, England (which count a representative of Buyer shall be adjusted in entitled to observe to the following manner: (Aextent requested by Buyer) either (1) an increase and, based on such count, to prepare and deliver to Buyer a statement setting forth its good faith estimate of the amount of cash and cash equivalents to be held by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland Acquired Companies as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount Date after giving effect to the adjustments listed above shall be consummation of the Reorganization (“Closing Date Payment.” At least one (1Estimated Cash”) Business Day prior to the Closing Date, the Sellers and Mission Maryland shall prepare in its good faith and deliver to estimate of the Buyers a report amount of Closing Working Capital (the “Estimated Closing ReportWorking Capital”) setting forth (1) ), which statement shall contain an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland Company as of the Closing Date (without giving effect to the consummation of the transactions contemplated herebyherein but after giving effect to the Reorganization), including the Sellers’ and Mission Maryland’s good faith estimate a calculation of the Net Estimated Closing Working Capital (the “Estimated Net Closing Working CapitalCapital Statement”), (2) the Sellers’ and Mission Maryland’s good faith estimate a certificate of the Debt Chief Financial Officer of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon (the “Estimated Closing Date Payment”), including the Sellers’ good faith estimate of the portion of Company that the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report and the calculation of the components thereof shall be Working Capital Statement was prepared in accordance with the accounting methods, practices, principles, policies and procedures described on Schedule 2.04 with consistent classifications, judgments and valuation and estimation methodologies that were used in calculating the sample calculation preparation of Net the Sample Working Capital as set forth on Schedule 2.7(aStatement. Sellers shall use commercially reasonable efforts to cause the Acquired Companies to have no more than $250,000 of Estimated Cash (including by distributing any excess cash to the holders of Membership Interests or by transferring any excess cash to Newco pursuant to the Asset Transfer Agreement), and shall (i) be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and . (ii) include reasonably detailed supporting documents for The “Closing Adjustment” shall be an amount equal to the calculation of Estimated Cash plus the components of Estimated Working Capital Excess Adjustment (if any) or minus the Estimated Working Capital Deficit Adjustment (if any). “Estimated Working Capital Excess Adjustment” means, if and only if the Estimated Closing Report.Working Capital exceeds the Target

Closing Adjustment. (A) At least five (5) Business Days before the Closing, the Purchase Price Company shall be adjusted in prepare and deliver to the following manner: Buyer a statement setting forth the Company’s good faith estimates of (Ai) either (1) an increase by the amount, if any, by which the Estimated Closing Net Working Capital (as determined in accordance the “Estimated Closing Net Working Capital”) and (ii) the Closing Net Indebtedness (the “Estimated Closing Net Indebtedness” and, together with this Section 2.7) is greater than the Target Estimated Closing Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment AmountAmounts”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above , which statement shall be the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers a report (the “Closing Report”) setting forth (1) contain an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland Company as of the Closing Date (without giving effect to the consummation of the transactions contemplated herebyherein), including the Sellers’ and Mission Maryland’s good faith estimate a calculation of the Estimated Closing Net Working Capital (the “Estimated Closing Net Working CapitalCapital Statement”), (2) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Estimated Closing Date Payment based thereon Net Indebtedness (the “Estimated Closing Date PaymentNet Indebtedness Statement”), including the Sellers’ good faith estimate and a certificate of the portion Chief Financial Officer of Company that the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report Net Working Capital Statement and the calculation of the components thereof shall be Estimated Closing Net Indebtedness Statement were prepared in accordance with the policies definitions thereof. Not less than two (2) Business Days prior to the anticipated Closing Date, the Buyer shall notify the Company in the event that it disputes any aspect of the Estimated Amounts or the calculations thereof. Prior to the Closing Date, the Buyer and procedures used the Company shall negotiate in calculating good faith to resolve any such dispute (or any aspect thereof). The amount so agreed following such negotiations (or as otherwise so agreed) shall be the sample calculation Estimated Amounts for purposes of the Closing. If the Buyer and the Company are unable to resolve such dispute, the Estimated Amounts set forth in the Estimated Closing Net Working Capital Statement and the Estimated Closing Net Indebtedness Statement shall be the Estimated Amounts for the purposes of the Closing. (B) The difference between the Estimated Closing Net Working Capital and the Target Net Working Capital shall be referred to as set forth on Schedule 2.7(a)the “Estimated Working Capital Surplus” in the event that the Estimated Closing Net Working Capital is greater than the Target Net Working Capital, and the “Estimated Working Capital Deficit” in the event that the Estimated Closing Net Working Capital is less than the Target Net Working Capital. The “Closing Adjustment” shall be an amount equal to zero plus (i) the Estimated Working Capital Surplus, if any, minus (ii) the Estimated Working Capital Deficit, if any, plus (iii) the Estimated Closing Net Indebtedness (which may be signed a negative amount, and in which case it would be reduced). If the Closing Adjustment is a negative number, the amount of the Acquisition Consideration shall be reduced by the Sellers and shall certify that the components absolute value of the Closing Report and Adjustment. If the calculations therein were prepared in good faith based on Closing Adjustment is a positive number, the books and records amount of the Sellers and Acquisition Consideration shall be increased by the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components absolute value of the Closing ReportAdjustment.

Closing Adjustment. (i) At least three (3) Business Days before the Closing, the Purchase Price Seller shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Net prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment AmountClosing Working Capital”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above , which statement shall be the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers a report (the “Closing Report”) setting forth (1) contain an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland Company as of the Closing Date (without giving effect to the consummation transactions contemplated herein) and a separate statement of the transactions contemplated herebyamount of cash in the Company’s bank accounts as of the Closing Date and a description of the dollar amount of each such account (the “Actual Closing Cash”), including the Sellers’ and Mission Maryland’s good faith estimate a calculation of the Net Estimated Closing Working Capital (the “Estimated Net Closing Working Capital Statement”), and a certificate of the Chief Financial Officer of Seller that the Estimated Closing Working Capital Statement was prepared in accordance with Exhibit C and GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Annual Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared and audited as of a fiscal year end. The Actual Closing Cash shall include cash held in the Company’s bank accounts of at least $650,000 (“Required Closing Cash”) (and which, for great certainty and without duplication, shall be included in the Closing Working Capital). If the Actual Closing Cash is less than the Required Closing Cash at Closing then Seller shall pay to Buyer at Closing an amount equal to the difference between the Company’s Required Closing Cash and the Actual Closing Cash (the “Closing Cash Deficiency”). (ii) The “Closing Adjustment” shall be an amount equal to the Estimated Closing Working Capital minus $9,850,000 (the “Target Working Capital”). If the Closing Adjustment is a positive number, (2) the Sellers’ and Mission Maryland’s good faith estimate of Cash Consideration shall be increased by the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation amount of the Closing Date Payment based thereon (Adjustment. If the “Estimated Closing Date Payment”)Adjustment is a negative number, including the Sellers’ good faith estimate of Cash Consideration shall be reduced by the portion of the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation amount of the Closing Report and the calculation of the components thereof shall be prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(a), and shall (i) be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing ReportAdjustment.

Closing Adjustment. (i) At least five Business Days before the Closing, the Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Net Remington Parties will prepare and deliver to AINC a statement setting forth their good-faith estimate of Closing Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment AmountClosing Working Capital”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers a report (the “Closing Report”) setting forth (1) which statement will contain an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland Remington Companies (other than Marietta Leasehold LP) on a consolidated basis as of the Closing Date (without giving effect to the consummation any of the transactions contemplated herebyTransactions), including an estimated balance sheet of Marietta Leasehold LP on a consolidated basis as of the Sellers’ and Mission Maryland’s good faith Closing Date (without giving effect to any of the Transactions), an estimate of the Net Non-Current Stock Plan Liability as of the Closing Date, a statement of the Estimated Pro Rated Incentive Fees, a statement of the Estimated Pro Rated Bonus Liabilities, a calculation of Estimated Closing Working Capital (the “Estimated Net Closing Working CapitalCapital Statement”), (2) the Sellers’ and Mission Maryland’s good faith estimate a certificate of the Debt senior accounting officer of the Sellers and the LicenseCos Remington that (not including the Intraparty Obligationsx) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon (the “Estimated Closing Date Payment”), including the Sellers’ good faith estimate of the portion of the Estimated Closing Date Payment payable to each Seller in accordance with Working Capital Statement (other than the Allocation Schedule. The preparation of the Closing Report Non-Current Stock Plan Liability and the calculation of the components thereof shall be Estimated Pro Rated Incentive Fees) was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in calculating the sample calculation preparation of Net the Audited 2018 Carve-Out Financial Statements (in the case Remington and its consolidated subsidiaries) and the Audited 2018 Marietta Financial Statements (in the case of Marietta Leasehold LP) as if such Estimated Closing Working Capital Statement were being prepared and audited as of a fiscal year end, and (y) the estimate of the Non-Current Stock Plan Liability was calculated applying the same methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used to calculate the Non-Current Stock Plan Liability set forth on in Schedule 2.7(a), and shall (i3.06(a) be signed by the Sellers and shall certify that the components but with a determination date as of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and Date. (ii) include reasonably detailed supporting documents for the calculation of the components of If the Closing ReportAdjustment is a positive number, New Holdco will pay to the ▇▇▇▇▇▇▇▇▇ ▇▇ Parties in cash an amount equal to the Closing Adjustment at the Closing. Subject to Section 11.01, if the Closing Adjustment is a negative number, the ▇▇▇▇▇▇▇▇▇ ▇▇ Parties will pay to New Holdco in cash an amount equal to the Closing Adjustment at the Closing.

Closing Adjustment. (i) At the Closing, the Purchase Price shall be adjusted in the following manner: : (A) either (1) an increase by the amount, if any, by which the Estimated Net Closing Working Capital (as determined in accordance with this Section 2.72.04(a)(ii)) is greater than the top of the range of the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Closing Working Capital is less than the bottom of the range of the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); Capital; (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos estimated Closing Indebtedness (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the “Estimated Closing Date; and Indebtedness”); (C) a decrease by the amount of unpaid estimated Closing Transaction Costs as Expenses (“Estimated Closing Transaction Expenses”); and (D) a decrease by the amount of the close of business on the Closing Dateestimated Credit for Referral Payments (“Estimated Credit for Referral Payments”). The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” ” (ii) At least one three (13) Business Day prior to Days before the Closing DateClosing, the Sellers and Mission Maryland Seller shall prepare in good faith and deliver to the Buyers Buyer a report statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing ReportWorking Capital”) setting forth (1) ), Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments, which statement shall contain an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland Company Group as of the Closing Date (without giving effect to the consummation of the transactions contemplated herebyherein), including the Sellers’ and Mission Maryland’s good faith estimate of the Net Working Capital (the “Estimated Net Working Capital”), (2) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Estimated Closing Date Payment based thereon Working Capital, Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments (the “Estimated Closing Date PaymentStatement”), including the Sellers’ good faith estimate and a certificate of the portion Chief Financial Officer of Seller certifying that the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report and the calculation of the components thereof shall be Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in calculating the sample calculation preparation of Net Working Capital the Annual Financial Statements for the most recent fiscal year end as if such Estimated Closing Statement was being prepared and audited as of a fiscal year end, as adjusted as set forth on Schedule 2.7(a), B. The Estimated Closing Statement shall include a reasonably detailed explanation and shall (i) be signed by the Sellers and shall certify that the components supporting detail of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing Reportthereof.

Closing Adjustment. (i) At the Closing, the Purchase portion of the Base Price payable to the Sellers shall be adjusted in the following manner: : (A) either (1) an increase by the amount, if any, by which the Estimated Net Closing Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Closing Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); Capital; (B) a decrease an increase by the outstanding Debt amount of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business Estimated Closing Cash on the Closing Date; and Hand; (C) a decrease (without duplication) by the outstanding Estimated Closing Indebtedness; and (D) a decrease (without duplication) by the amount of unpaid Estimated Closing Transaction Costs as of the close of business on the Closing Date. Expenses. (ii) The net amount after giving effect to the adjustments listed above shall be the “Closing Date Initial Payment.” At least one ” (1iii) No later than three (3) Business Day Days prior to the Closing Datedate hereof, the Sellers Sellers’ Representative shall have prepared and Mission Maryland shall prepare in good faith and deliver delivered to the Buyers Buyer (A) a report statement (the “Closing ReportStatement”) setting forth (1) an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland as of the Closing Date (without giving effect to the consummation of the transactions contemplated hereby), including the Sellers’ and Mission MarylandRepresentative’s good faith estimate of the Net Closing Working Capital (the “Estimated Net Closing Working Capital”), (2) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon Cash on Hand (the “Estimated Closing Date PaymentCash on Hand”), including Closing Indebtedness (the Sellers’ good faith estimate “Estimated Closing Indebtedness”) and Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”), (B) a certificate of an officer of the portion of the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of Company that the Closing Report and the calculation of the components thereof shall be Statement was prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(a), and shall (i) be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission MarylandAgreed Accounting Principles, and (iiC) include reasonably detailed supporting documents a statement setting forth for each Seller the portion of the Purchase Price to be received by such Seller and the wire transfer instructions for the calculation account or accounts into which payments to such Seller may be paid. The Closing Statement shall be accompanied by customary payoff letters, which will include customary lien releases, for every item of the components of the Estimated Closing ReportIndebtedness.

Closing Adjustment. At the Closing, the Purchase Price shall be adjusted in the following manner: No later than five (A) either (1) an increase by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (15) Business Day Days prior to the Closing Date, the Sellers and Mission Maryland Company shall prepare deliver to Parent a statement, prepared in good faith and deliver to the Buyers a report (the “Closing Report”) setting forth (1) an estimated consolidated balance sheet faith, of the Sellers estimated amount of Assumed Liabilities (as defined below) of the Company and the LicenseCos and Mission Maryland its subsidiaries on a consolidated basis, as of the Closing Date (without giving effect to the consummation “Closing Statement of the transactions contemplated herebyAssumed Liabilities”), including which statement shall be in form and substance reasonably satisfactory to Parent. On the Sellers’ and Mission Maryland’s good faith estimate Closing Date, the Aggregate Consideration Amount to be received by all Stockholders pursuant to Section 1.6(b) shall be adjusted by the difference of $1,500,000 minus the Net Working Capital estimated amount of Assumed Liabilities (as defined below) as set forth in the Closing Statement of Assumed Liabilities (the “Estimated Net Working CapitalClosing Assumed Liability Differential”). For avoidance of doubt, (2) if the Sellers’ Closing Assumed Liability Differential is a negative number, the Aggregate Consideration Amount will be decreased, and Mission Maryland’s good faith estimate if the Closing Assumed Liability Differential is a positive number, the Aggregate Consideration Amount will be increased. As used in this Section 1.6, “Assumed Liabilities” shall mean the total liabilities of the Debt Company as of the Sellers and Closing Date, determined in accordance with GAAP, for the LicenseCos following types of liability (not including the Intraparty Obligationsi) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation accounts payable as of the Closing Date Payment based thereon (excluding payables for items that have been or will be delivered against a customer purchase order or other specific customer project that relates to the “Estimated VoD Business and that are listed on the Closing Date Payment”Statement of Assumed Liabilities as accepted by Parent), including the Sellers’ good faith estimate (ii) accrued expenses, (iii) payroll and benefits of Persons who will be employees of the portion Company as of the Estimated Closing Date Payment Closing, (iv) $120,000 in accounting and other professional fees payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report and the calculation of the components thereof shall be prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(a), and shall (i) be signed by the Sellers and shall certify that the components of the Company to resolve certain pre-Closing Report and the calculations therein were prepared Tax issues identified in good faith based on the books and records of the Sellers and the LicenseCos and Mission MarylandSchedule 5.29, and (iiiv) include reasonably detailed supporting documents for other payables identified and agreed by the calculation of the components of the Closing Reportparties.

Closing Adjustment. (i) At the Closing, the Purchase Price Cash Consideration shall be adjusted in the following manner: : (A) either (1) an increase by the amount, if any, by which the Estimated Net Closing Working Capital (as determined in accordance with this Section 2.72.04(a)(ii)) is greater than two hundred twenty five thousand dollars ($225,000.00) (the “Target Net Working Capital”), or (2) a decrease by the amount, if any, by which the Estimated Net Closing Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); Capital; (B) a decrease by the outstanding Debt Indebtedness of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland Company as of the close of business on the Closing Date; and and (C) a decrease by the amount of unpaid Transaction Costs Expenses of the Company as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one ” (1ii) Business Day prior to Before the Closing DateClosing, the Sellers and Mission Maryland Company shall prepare in good faith and deliver to the Buyers Buyer a report statement setting forth its good faith estimate (the “Estimated Closing ReportWorking Capital”) setting forth of all current assets of the Company (1exclusive of cash in the amount of one hundred fifty thousand dollars ($150,000) (the “Retained Cash”) which shall not be included in the Estimated Closing Working Capital) which Sellers shall retain in the Company) less all current liabilities of the Company (excluding Indebtedness and Transaction Expenses) determined in accordance with GAAP (“Working Capital”), which statement shall contain an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland Company as of the Closing Date (without giving effect to the consummation of the transactions contemplated herebyherein), including the Sellers’ and Mission Maryland’s good faith estimate a calculation of the Net Estimated Closing Working Capital (the “Estimated Net Closing Working CapitalCapital Statement”), (2) the Sellers’ and Mission Maryland’s good faith estimate a certificate of the Debt Chief Executive Officer of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon (the “Estimated Closing Date Payment”), including the Sellers’ good faith estimate of the portion of Company that the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report and the calculation of the components thereof shall be Working Capital Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in calculating the sample calculation preparation of Net the Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared as set forth on Schedule 2.7(a), and shall (i) be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing Reporta fiscal year end.

Closing Adjustment. At (i) Not more than forty-five (45) days after the Closing, the Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers a report (the “Closing Report”) setting forth (1) Buyer an estimated consolidated audited balance sheet of the Sellers and the LicenseCos and Mission Maryland Company as of the Closing Date (without giving effect to the consummation transactions contemplated herein) (the “Closing Date Balance Sheet”). Buyer agrees to make available to Sellers, upon reasonable request of Sellers post-closing, any books, records, and systems of the Company as reasonably necessary for Sellers to prepare such Closing Date Balance Sheet. (ii) Within thirty (30) days of Buyer’s receipt of the Closing Date Balance Sheet from Sellers, Buyer shall prepare and deliver to Seller a statement setting forth its calculation of Closing Working Capital, which statement shall contain an audited balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herebyherein), including the Sellers’ and Mission Maryland’s good faith estimate a calculation of the Net Closing Working Capital (the “Estimated Net "Closing Working Capital”), (2Capital Statement") the Sellers’ and Mission Maryland’s good faith estimate a certificate of the Debt Chief Financial Officer of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of Buyer that the Closing Date Payment based thereon (the “Estimated Closing Date Payment”), including the Sellers’ good faith estimate of the portion of the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report and the calculation of the components thereof shall be Working Capital Statement was prepared in accordance with GAAP and this Agreement. (iii) The "Closing Adjustment" shall be an amount that is equal to (a) the policies and procedures used in calculating the sample calculation of Net amount by which Closing Working Capital exceeds the Target Working Capital Range, as set forth on Schedule 2.7(a)of the audited Closing Balance Sheet; or (b) the amount by which Closing Working Capital falls below the Target Working Capital Range, and as of the audited Closing Balance Sheet; or (c) in the event Closing Working Capital is within the Target Working Capital Range, $0. In the case of subsection (a) above, the Purchase Price shall (i) be signed increased by the Sellers and shall certify that the components amount of the Closing Report and the calculations therein were prepared in good faith based Adjustment, on the books and records of the Sellers and the LicenseCos and Mission Marylanda dollar-for-dollar basis, and Buyer shall pay to Sellers an amount equal to the Closing Adjustment. In the case of subsection (iib) include reasonably detailed supporting documents for above, the calculation of Purchase Price shall be reduced by the components amount of the Closing ReportAdjustment, on a dollar-for-dollar basis, and Sellers shall pay to Buyer an amount equal to the Closing Adjustment.

Closing Adjustment. (i) At least five Business Days before the Closing, the Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland Seller shall prepare in good faith and deliver to the Buyers Purchaser a report statement setting forth its good faith estimate of the Closing TBV (the “Estimated Closing ReportTBV”) setting forth (1) ), which statement shall contain an estimated consolidated balance sheet of the Sellers Company and an estimate of the LicenseCos Group Companies’ unpaid Transaction Expenses, and Mission Maryland prepare and deliver an estimate of the Company’s Unrestricted Cash (the “Estimated Closing Unrestricted Cash”) as of the Closing Date (without giving effect to the consummation of Transactions herein) prepared in accordance with the transactions contemplated hereby), including the Sellers’ and Mission Maryland’s good faith estimate of the Net Working Capital (the “Estimated Net Working Capital”), (2) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission MarylandAccounting Principles, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of Estimated Closing TBV and Estimated Closing Unrestricted Cash (and copies of the relevant bank statement or other evidence reflecting the balance of the Estimated Closing Date Payment based thereon Unrestricted Cash) (the “Estimated Closing Date PaymentStatements”), including ) in the Sellers’ form attached hereto as Exhibit “A”. (ii) The Purchaser will have the right to review the financial Books and Records relevant to the preparation of the statements setting forth the Estimated Closing TBV and the Estimated Closing Unrestricted Cash and the Seller agrees to cause the accounting personnel of the Company and Opco to assist the Purchaser in accessing and reviewing such Books and Records. The Seller will consider in good faith estimate of any comments from the portion Purchaser regarding the statements containing the Estimated Closing TBV and the Estimated Closing Unrestricted Cash. (iii) If the result of the Estimated Closing Date Payment payable TBV minus the Target TBV is a positive number, the Purchase Price shall be increased by such amount on a dollar-for-dollar basis, without duplication. If the result of the Estimated Closing TBV minus the Target TBV is a negative number, the Purchase Price shall be reduced by the TBV Shortfall Factor. (iv) If the result of the Estimated Closing Unrestricted Cash minus the Minimum Unrestricted Cash is a positive number, the Purchase Price shall be increased by such amount on a dollar-for-dollar basis, without duplication. If the result of the Estimated Closing Unrestricted Cash minus the Minimum Unrestricted Cash is a negative number, the Purchase Price shall be reduced by such amount on a dollar-for-dollar basis, without duplication. (v) The Purchase Price as adjusted pursuant to each Seller this Section 2.4(a)(iii) and (iv) and calculated in accordance with Exhibit "A1" is referred to as the Allocation Schedule. The preparation of the Closing Report and the calculation of the components thereof shall be prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(a), and shall (i) be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing Report“Estimated Purchase Price”.

Closing Adjustment. At (i) Within 90 days after the Closing, the Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Effective Date, the Sellers and Mission Maryland Acquiror shall prepare in good faith and deliver to the Buyers Principals a report (the “Closing Report”) statement setting forth (1) the Acquiror’s calculation of Closing Working Capital, which statement shall contain an estimated consolidated unaudited balance sheet of the Sellers and the LicenseCos and Mission Maryland Company as of the Closing Effective Date (without giving effect to the consummation of the transactions contemplated herebyherein), including the Sellers’ and Mission Maryland’s good faith estimate a calculation of the Net Closing Working Capital (the “Estimated Net Closing Working CapitalCapital Statement”), (2) the Sellers’ and Mission Maryland’s good faith estimate a certificate of the Debt Chief Financial Officer of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of Acquiror that the Closing Date Payment based thereon (the “Estimated Closing Date Payment”), including the Sellers’ good faith estimate of the portion of the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report and the calculation of the components thereof shall be Working Capital Statement was prepared in accordance with IFRS applied using the same accounting methods, practices, principles, policies and procedures procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in calculating the sample calculation preparation of Net the Company Financial Statements as if such Closing Working Capital Statement was being prepared on an audited basis as set forth on Schedule 2.7(aof a financial year end. (ii) The post-closing adjustment shall be an amount equal to the Closing Working Capital minus [REDACTED - COMMERCIALLY SENSITIVE] (the “Post-Closing Adjustment”). If the Post-Closing Adjustment is a negative number, the Acquiror shall be entitled to reduce the amount of the Consideration by an amount equal to the Post-Closing Adjustment multiplied by 1.5, which shall be satisfied by the Acquiror not issuing that portion of the Holdback Consideration that is equal to the Post- Closing Adjustment multiplied by 1.5. If the Post-Closing Adjustment is a positive number, all of the Holdback Consideration shall be released to the Company Shareholders in the same manner as the Consideration, and the Consideration shall be increased by an amount equal to the Post-Closing Adjustment, which shall be satisfied by the Acquiror releasing all of the Holdback Consideration and issuing an additional number of Acquiror Shares in an amount equal to the lesser of: (i) be signed by the Sellers and shall certify that the components of the Post- Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, Adjustment; and (ii) include reasonably detailed supporting documents $3,000,000. By way of example, and for greater certainty, if the calculation Post-Closing Adjustment is -$100,000, then the Acquiror shall be entitled to reduce the amount of Consideration by - $150,000 worth of Holdback Consideration, or if the Post-Closing Adjustment is $100,000, then the Acquiror shall increase the amount of the components Consideration by $100,000 worth of Acquiror Shares. In the event any Holdback Consideration remains after resolution of all Disputed Amounts (as defined below) and any resolution of the Consideration contemplated herein, such remaining Holdback Consideration shall be forthwith issued to the Company Shareholders in the same manner as the Consideration is to be issued pursuant to the Arrangement. (iii) For the purposes of giving effect to the Post-Closing Adjustment, the value of the Holdback Consideration shall be equal to, on a per Acquiror Share basis, a price based on the twenty (20) day volume weighted average trading price of the Acquiror Shares on the TSX as determined on the last trading day immediately preceding the finalization of the Closing ReportWorking Capital calculation in accordance with this Section 3.3.

Closing Adjustment. At (a) Not less than five Business Days prior to the Closinganticipated Closing Date, Parent shall provide Purchaser Parent with an estimated statement of Working Capital, Closing Cash, Closing Indebtedness and Closing Transaction Expenses, including reasonable detail supporting the calculation thereof (the “Estimated Closing Statement”), which shall be accompanied by a notice (the “Closing Notice”) signed by an authorized signatory of Parent that sets forth (i) Parent’s good faith determination of the Closing Adjustment and the Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above Closing Adjustment and (ii) the account or accounts to which Purchaser Parent shall cause the Purchasing Entities or one or more of Purchaser Parent’s designees to transfer the Purchase Price pursuant to Section 2.03. (b) The Estimated Closing Statement shall specify an amount (which may be positive or negative) (the “Closing Date Payment.” At least one Adjustment”) that shall be equal to (1i) Business Day the estimated amount of Working Capital, less (ii) the Target Working Capital Amount, plus (iii) the estimated amount of Closing Cash, less (iv) the estimated amount of Closing Indebtedness, less (v) the estimated amount of Closing Transaction Expenses. Parent shall use its commercially reasonable efforts to make its representatives reasonably available to Purchaser Parent and its representatives prior to the Closing Date, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers a report (the “Closing Report”) setting forth (1) an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland as following delivery of the Closing Date (without giving effect Notice to the consummation of the transactions contemplated hereby), including the Sellers’ and Mission Maryland’s good faith estimate of the Net Working Capital (the “Estimated Net Working Capital”), (2) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a discuss its calculation of the Closing Date Payment based thereon Adjustment and shall consider Purchaser Parent’s reasonable comments in good faith. (the “c) The Estimated Closing Date Payment”), including the Sellers’ good faith estimate of the portion of the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report and the calculation of the components thereof Statement shall be prepared in accordance with the policies accounting principles, classifications, practices, policies, bases, categorizations, management judgments and procedures used in calculating the sample calculation of Net Working Capital as estimation methodologies set forth on Schedule 2.7(aII hereto (the “Accounting Principles”) and the terms of this Agreement. For illustrative purposes, Annex I to Schedule II sets forth a calculation of the Working Capital as if the Closing had occurred on January 31, 2019 (the “Illustrative Working Capital Statement”). (d) Notwithstanding anything to the contrary in this Agreement, and shall (i) be signed by in no event will the Sellers and shall certify that acceptance or the components use of the Estimated Closing Statement for the purposes of the Closing Report and be deemed to constitute the calculations therein were prepared in good faith based on the books and records agreement of Purchaser Parent to any of the Sellers and the LicenseCos and Mission Marylandestimates or amounts set forth therein, and (ii) include reasonably detailed supporting documents for in no way will the calculation delivery of the components Estimated Closing Statement or the consummation of the Closing Reportbe construed as a waiver by Purchaser Parent of its rights under Section 2.05.

Closing Adjustment. At (i) Not less than three (3) Business Days prior to the ClosingClosing Date, the Purchase Price Seller Parties shall, or shall cause the Company to, prepare and deliver to Buyer Parties an estimated closing balance sheet for the Company setting forth the Company's estimated consolidated assets and liabilities as of 12:01 AM Eastern Time on the Closing Date (the "Estimated Closing Balance Sheet"). The Estimated Closing Balance Sheet shall be adjusted prepared by the Company in good faith in accordance with the Accounting Principles and, with respect to the Estimated Closing Working Capital, in the following manner: (A) either (1) an increase by same manner as the amount, if any, by which determination of the Estimated Net Target Working Capital (as which Target Working Capital shall be determined in accordance with this Section 2.7) is greater than the Target Net Accounting Principles. In connection with the preparation of the Estimated Closing Balance Sheet, the Company shall also prepare a calculation of the estimated Closing Working Capital as of 12:01 AM Eastern Time on the Closing Date (the "Estimated Closing Working Capital") in accordance with the Accounting Principles, the estimated amount of Indebtedness as of immediately prior to the Closing (the "Estimated Indebtedness Amount"), all unpaid Transaction Expenses, identifying each Person that provided services that generated Transaction Expenses and the amount necessary to satisfy in full the Seller Parties' and Company's obligation for such Transaction Expenses and such amount (the "Estimated Transaction Expenses Amount") each such estimate to be prepared in good faith, in accordance with the Accounting Principles (each, including the Estimated Closing Balance Sheet, an "Estimated Statement" and together, the "Estimated Statements"). To assist Buyer Parties in their review of the Estimated Statements, the Seller Parties and Company shall make available to Buyer Parties and their Representatives such information and detail used in connection therewith that is reasonably requested by Buyer Parties. Buyer Parties shall notify the Seller Rep of any dispute it has with the Estimated Closing Balance Sheet or any Estimated Statement, and the Buyer Parties and the Seller Rep shall exercise good faith efforts to agree on the Estimated Closing Balance Sheet and Estimated Statements in advance of the Closing; provided, however, that the acceptance by Buyer Parties of the Estimated Closing Balance Sheet or any Estimated Statement shall not limit or otherwise affect Buyer Parties' remedies under this Agreement, including their right to include such changes or other changes in the Closing Balance Sheet, or (2) a decrease constitute an acknowledgment by Buyer Parties of the amount, if any, by which accuracy of the Estimated Net Closing Balance Sheet or any of the Estimated Statements. If the Estimated Closing Working Capital is less than the Target Net Working Capital (in either caseCapital, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on then the Closing Date; and (C) a decrease Cash Payment shall be reduced by the amount of unpaid Transaction Costs the deficiency (such deficiency is referred to as the "Estimated Negative Working Capital Adjustment Amount"). If the Estimated Closing Working Capital is greater than the Target Working Capital, then the Closing Cash Payment shall be increased by the amount of the close of business on excess (such increase is referred to as the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment"Estimated Positive Working Capital Adjustment Amount").” At least one (1ii) Not less than three (3) Business Day Days prior to the Closing Date, the Sellers and Mission Maryland Seller Parties shall, or shall prepare in good faith and cause the Company to, deliver to the Buyers Buyer Parties a report certificate (the “"Closing Report”Date Indebtedness and Transaction Expenses Certificate") setting forth including a detailed schedule (1A) an estimated consolidated balance sheet of all outstanding Indebtedness of the Sellers and Company as reflected on the LicenseCos and Mission Maryland as of the Closing Date (without giving effect Estimated Statement with respect to the consummation of the transactions contemplated hereby), including the Sellers’ and Mission Maryland’s good faith estimate of the Net Working Capital (the “Estimated Net Working Capital”), (2) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon (the “Estimated Closing Date Payment”), including the Sellers’ good faith estimate of the portion of the Estimated Closing Date Payment payable to each Seller Indebtedness Amount delivered in accordance with the Allocation Schedule. The preparation of the Closing Report Section 1.4(a)(i), identifying each Person to whom such outstanding Indebtedness is owed and the calculation amount of the components thereof shall be prepared in accordance with the policies such outstanding Indebtedness owed to such Person and procedures used in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(a), and shall (iB) be signed by the Sellers and shall certify identifying each Person that the components of the Closing Report provided services that generated Transaction Expenses and the calculations therein were prepared amount necessary to satisfy in good faith based on full the books Seller Parties' and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents Company's obligation for the calculation of the components of the Closing Reportsuch Transaction Expenses.

Closing Adjustment. (i) At the Closing, the Purchase Price shall be adjusted in the following manner: : (A) either (1) an increase by the amount, if any, by which the Estimated Net Closing Working Capital (as determined in accordance with this Section 2.72.04(a)(ii)) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Closing Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”)Capital; and (B) a decrease by the outstanding Debt amount of Estimated Transaction Expenses of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland Company as of the close of business on Closing Effective Time (determined without giving effect to the Closing Date; and (C) a decrease transactions contemplated herein), which shall in no event be an amount less than the amounts paid by the amount of unpaid Transaction Costs as of the close of business on the Closing DateBuyer pursuant to Section 2.03(a)(ii). The net amount after giving effect to the adjustments listed above shall be the “Estimated Closing Date Payment.” ” (ii) At least one (1) five Business Day prior to Days before the Closing DateClosing, the Sellers and Mission Maryland Seller shall prepare in good faith and deliver to the Buyers Buyer a report statement (the “Estimated Closing ReportStatement”) setting forth (1) an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland as of the Closing Date (without giving effect to the consummation of the transactions contemplated hereby), including the Sellers’ and Mission Maryland’s its good faith estimate of (A) the Net Closing Working Capital (the “Estimated Net Closing Working Capital”), (2B) the Sellers’ and Mission Maryland’s good faith estimate Transaction Expenses (the “Estimated Transaction Expenses”); (C) any net adjustment (upward or downward) to the Purchase Price as a result of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereofforegoing, and (3D) based upon the foregoingresulting Estimated Closing Date Payment. The Estimated Closing Statement shall be accompanied by an (X) estimated balance sheet of the Company as of the Closing Effective Time (determined without giving effect to the transactions contemplated herein), a calculation of the Closing Date Payment based thereon (the “Estimated Closing Date Payment”)Working Capital, including the Sellers’ good faith estimate and a certificate of the portion Chief Financial Officer of Seller certifying that the Estimated Closing Date Payment payable Statement was prepared using the definitions contained in this Agreement and, to each Seller the extent consistent with such definitions, in accordance with GAAP applied using the Allocation Schedule. The same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Audited Financial Statements for the most recent fiscal year end as if such Estimated Closing Report Statement was being prepared and the calculation audited as of the components thereof shall be prepared in accordance with the policies a fiscal year end and procedures used in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(a), and shall (iY) be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing ReportTransaction Expenses Certificate.

Closing Adjustment. At (a) The Company shall deliver to Parent no later than three (3) Business Days prior to the Closing, Closing Date a statement (the Purchase Price shall be adjusted in “Estimated Statement”) that sets forth the following manner: Company’s good faith estimates of (Ai) either the Net Working Capital (1) an increase by the amount, if any, by which the “Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Dateand, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers a report (the “Closing Report”) setting forth (1) an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland as of the Closing Date (without giving effect to the consummation of the transactions contemplated hereby)based thereon, including the Sellers’ and Mission Maryland’s good faith estimate of the Net Working Capital Adjustment Amount (the “Estimated Net Working CapitalCapital Adjustment Amount”), (2ii) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos Closing Cash (not including the Intraparty Obligations“Estimated Closing Cash”), (iii) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon Indebtedness Amount (“Estimated Closing Indebtedness Amount”), (iv) the Closing Company Transaction Expenses (the “Estimated Closing Date PaymentCompany Transaction Expenses”) and, based thereon, (v) the Purchase Price (the “Estimated Purchase Price”), including together with reasonably detailed supporting calculations demonstrating each component thereof. (b) No later than ninety (90) days after the SellersClosing Date, Parent shall prepare and deliver to the Securityholders’ Agent a statement that sets forth Parent’s calculation of (i) the Net Working Capital and, based thereon, the Net Working Capital Adjustment Amount, (ii) the Closing Cash, (iii) the Closing Indebtedness Amount, (iv) the Closing Company Transaction Expenses and, based thereon, (v) the Purchase Price, together with reasonably detailed supporting calculations demonstrating each component thereof (the “Closing Date Statement”). (c) The Securityholders’ Agent shall have thirty (30) days (the “Review Period”) after delivery of the Closing Date Statement in which to notify Parent in writing (such notice, a “Closing Date Dispute Notice”) of any discrepancy in, or disagreement with, the items reflected on the Closing Date Statement (and specifying the amount in dispute and setting forth in reasonable detail the basis for such discrepancy or disagreement). During the Review Period, the Securityholders’ Agent and the Representatives of the Securityholders’ Agent shall have reasonable access, during normal business hours, to all records and work papers of the Acquired Entities reasonably requested by the Securityholders’ Agent and related to the preparation of the Closing Date Statement. If the Securityholders’ Agent does not deliver a Closing Date Dispute Notice to Parent during the Review Period, the Closing Date Statement shall be deemed to be accepted in the form presented to the Securityholders’ Agent for the purposes of this Section 1.10. If the Securityholders’ Agent delivers a Closing Date Dispute Notice prior to expiration of the Review Period, Parent and the Securityholders’ Agent shall negotiate in good faith estimate to try and reach an agreement within thirty (30) days after delivery of the portion of the Estimated Closing Date Payment payable Dispute Notice (the “Negotiation Period”) as to each Seller any items identified in the Closing Date Dispute Notice as being in dispute. To the extent that Parent and the Securityholders’ Agent reach agreement on any such disputed items during the Negotiation Period, then the Final Closing Date Statement (as defined herein) shall incorporate any such agreement. (d) If, during the Negotiation Period, Parent and the Securityholders’ Agent fail to resolve all disputed items identified in the Closing Date Dispute Notice (the “Final Dispute Items”), then all remaining disputed items shall be submitted for final and conclusive determination by the Independent Accounting Firm (it being understood that in making such determination, the Independent Accounting Firm shall function as an expert and not an arbitrator). Each of Parent and the Securityholders’ Agent shall execute and deliver a customary engagement letter as may be reasonably requested by the Independent Accounting Firm. The Independent Accounting Firm’s determination shall be (i) limited solely to the items identified in the written submissions of Parent and the Securityholders’ Agent, (ii) based solely on the written submissions of Parent and the Securityholders’ Agent and the supporting documents submitted therewith, and not by independent review, and (iii) made in accordance with the Allocation ScheduleSpecified Accounting Principles. The preparation In resolving any disputed item, the Independent Accounting Firm may not assign a value greater than the greatest value for such item claimed by Parent or the Securityholders’ Agent, or less than the smallest value for such item claimed by Parent or the Securityholders’ Agent. As promptly as possible (but in no event later than thirty (30) days after acceptance of the Closing Report and the calculation of the components thereof shall be prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(aits appointment), and the Independent Accounting Firm shall (i) be signed by render a written report setting forth its determination as to the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing Report.disputed items. The

Closing Adjustment. (i) At least three Business Days before the Closing, the Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland Holdco shall prepare in good faith and deliver to the Buyers Parent a report statement (the “Estimated Closing ReportStatement”) setting forth its good faith estimate of (1A) the Closing Working Capital (the “Estimated Closing Working Capital”) prepared and calculated in a manner consistent with the application of GAAP and the calculation set forth on Exhibit E, which such estimate will contain an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland Holdco as of the Closing Date (giving effect to the Non-Core Asset Transactions, but without giving effect to the consummation other Transactions), (B) Cash of the transactions contemplated hereby), including the Sellers’ and Mission Maryland’s good faith estimate FNC Entities as of the Net Working Capital open of business on the Closing Date (the “Estimated Net Working CapitalClosing Cash”), (2C) the Sellers’ and Mission Maryland’s good faith estimate Indebtedness of the Debt FNC Entities as of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each open of the components thereof, and (3) based upon the foregoing, a calculation of business on the Closing Date Payment based thereon (the “Estimated Closing Date PaymentIndebtedness”), including the Sellers’ good faith estimate and (D) Transaction Expenses as of the portion Closing (the “Estimated Closing Transaction Expenses”). The Estimated Closing Statement will contain a certificate of the Chief Financial Officer of Holdco that the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report and the calculation of the components thereof shall be Statement was prepared in accordance with GAAP, applied using the same accounting methods, practices, principles, policies and procedures procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in calculating the sample preparation of the Audited Financial Statements for the most recent fiscal year end as if such Estimated Closing Statement was being prepared and audited as of a fiscal year end, and consistent with the calculation of Net Working Capital as set forth on Schedule 2.7(a), and shall (i) be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and Exhibit E. (ii) include reasonably detailed supporting documents for The “Estimated Closing Adjustment” shall be an amount equal to the calculation of the components of the Estimated Closing ReportWorking Capital minus $4,740,000 (which such amount may be a positive or negative number).

Closing Adjustment. At Not less than three (3) Business Days prior to the Closing Date, the Seller Members shall cause the Company to prepare and deliver to Buyer a calculation of (i) the estimated Closing Working Capital as of 12:01 AM Pacific Time on the Closing Date (the “Estimated Closing Working Capital”) in accordance with the calculation of Current Assets and Current Liabilities as set forth on Schedule C, (ii) the estimated amount of Cash as of 12:01 AM Pacific Time on the Closing Date (the “Estimated Closing Cash Amount”), (iii) the estimated amount of Indebtedness as of 12:01 AM Pacific Time on the Closing Date (the aggregate amount of such Indebtedness, the “Estimated Indebtedness Amount”), identifying each Person to whom such Indebtedness is owed, the account designated by such Person to receive payment, and the amount necessary to satisfy in full the Seller Members’ and Company’s obligation for such Indebtedness to such Person, and (iv) all unpaid Transaction Expenses (the aggregate amount of such Transaction Expenses, the “Estimated Transaction Expenses Amount”), identifying each Person that provided services that generated Transaction Expenses, the account designated by such Person to receive payment, and the amount necessary to satisfy in full the Seller Members’ and Company’s obligation for such Transaction Expenses to such Person; each such estimate to be prepared in good faith (each, an “Estimated Statement” and together, the “Estimated Statements”). Buyer may discuss with the Seller Members any aspect of the Estimated Statements before the Closing, and the Purchase Price Seller Members shall adjust the Estimated Statements to reflect any mutually agreed upon changes prior to the Closing. The final Estimated Statements (taking into account any adjustments pursuant to the foregoing sentence) will be adjusted in delivered to Buyer at the following manner: (A) either (1) an increase Closing by the amount, if any, by which Sellers’ Representative. If the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Closing Working Capital is less than the Target Net Working Capital Capital, then the Closing Payment Amount shall be reduced on a dollar-for-dollar basis by the amount of the deficiency (in either case, such deficiency is referred to as the “Estimated Negative Working Capital Adjustment Amount”); (B) a decrease by . If the outstanding Debt of Estimated Closing Working Capital is greater than the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on Target Working Capital, then the Closing Date; and (C) Payment Amount shall be increased on a decrease dollar-for-dollar basis by the amount of unpaid Transaction Costs the excess (such excess is referred to as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers a report (the “Closing Report”) setting forth (1) an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland as of the Closing Date (without giving effect to the consummation of the transactions contemplated hereby), including the Sellers’ and Mission Maryland’s good faith estimate of the Net Working Capital (the “Estimated Net Positive Working CapitalCapital Adjustment Amount”), (2) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon (the “Estimated Closing Date Payment”), including the Sellers’ good faith estimate of the portion of the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report and the calculation of the components thereof shall be prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(a), and shall (i) be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing Report.

Closing Adjustment. At the Closing, the Purchase Price shall be adjusted in the following manner: (Ai) either (1) an increase by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater No later than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (1) three Business Day prior to Days before the Closing Date, the Sellers and Mission Maryland shall prepare in good faith and Partnership will deliver to the Buyers a report Parent (the “Closing Report”) setting forth (1A) an estimated unaudited consolidated balance sheet of the Sellers Partnership at and as of 11:59 P.M. on the LicenseCos and Mission Maryland as day immediately preceding the Closing Date (the “Estimated Closing Balance Sheet”), (B) a statement (the “Estimated Closing Statement”) setting forth its good faith estimate of the amount of the Closing Date Cash, any Closing Working Capital Surplus or Closing Working Capital Deficiency, the Closing Indebtedness and the Transaction Expenses and (C) an updated version of Exhibit C reflecting the Rollover Consideration and Cash Consideration payable in accordance with the Estimated Closing Statement (“Updated Exhibit C”). The Estimated Closing Balance Sheet and the Estimated Closing Statement will be prepared by the Partnership in accordance with GAAP and this Agreement applied on a basis consistent with past practice and the principles used in preparation of the Latest Balance Sheet (without giving effect to the consummation of the transactions contemplated herebyherein). The Parent and its Representatives, including the Sellers’ and Mission MarylandParent’s good faith estimate independent accountants, will be entitled to review all work papers of the Net Working Capital (the “Estimated Net Working Capital”), (2) the Sellers’ Partnership and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon (the “Estimated Closing Date Payment”)its Representatives, including its independent accountants, prepared or reviewed in connection with the Sellers’ good faith estimate of the portion delivery of the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report Balance Sheet and the calculation of the components thereof shall be prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital Estimated Closing Statement, as set forth on Schedule 2.7(a), and shall (i) be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared in good faith based on well as access to the books and records and personnel of the Sellers Partnership as the Parent may reasonably request for the purpose of reviewing the Estimated Closing Balance Sheet and the LicenseCos and Mission MarylandEstimated Closing Statement. If the Parent disputes the Estimated Closing Balance Sheet, the Estimated Closing Statement (or any portion thereof) or the Updated Exhibit C prior to the Closing, then the Parent, the Partnership, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing ReportHolder Representative will negotiate in good faith to resolve any such dispute at or prior to Closing.

Closing Adjustment. (a) At least three (3) Business Days prior to the ClosingClosing Date, Company shall prepare and deliver to Purchaser a statement (the Purchase Price shall be adjusted in “Estimated Closing Statement”) setting forth an estimated balance sheet of Company as of the Closing Date and including a good faith estimate (which estimate includes the following manneron both an aggregate basis of Company and, if applicable, on an individual basis of Company) of the: (Ai) either Closing Indebtedness (1the “Estimated Indebtedness”); (ii) an increase by Working Capital at Closing (the amount, if any, by which “Estimated Working Capital”); (iii) the Estimated Net Working Capital Adjustment (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”Principles); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (Civ) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers a report (the “Closing Report”) setting forth (1) an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland as of the Closing Date (without giving effect to the consummation of the transactions contemplated hereby), including the Sellers’ and Mission Maryland’s good faith estimate of the Net Working Capital (the “Estimated Net Working Capital”), (2) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon (the “Estimated Closing Date Payment”), including the Sellers’ good faith estimate of the portion of the Estimated Closing Date Payment payable to each Seller in accordance with Consideration resulting from the Allocation Scheduleforegoing. The preparation of the Estimated Closing Report and the calculation of the components thereof Statement shall be prepared in accordance with the policies and procedures used terms set forth in calculating the sample calculation of Net Working Capital Principles. Except as otherwise provided in the definition of Working Capital Principles, Indebtedness or Cash, the Estimated Closing Statement shall be prepared in accordance with GAAP. The worksheets and data used by Company to prepare the Estimated Closing Statement shall be delivered to Purchaser concurrent with the delivery of the Estimated Closing Statement. Purchaser shall be afforded an opportunity to review and provide comments to the Estimated Closing Statement, and Company shall incorporate all reasonable comments of Purchaser on the Estimated Closing Statement. (b) If, as set forth on Schedule 2.7(a)in the Estimated Closing Statement, and shall the Estimated Working Capital (i) exceeds the Target Working Capital, then the Estimated Closing Consideration will be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared increased, dollar-for-dollar, in good faith based on the books and records of the Sellers and the LicenseCos and Mission Marylandan amount equal to such excess, and or (ii) include reasonably detailed supporting documents for is less than the calculation of Target Working Capital, then the components of Estimated Closing Consideration will be decreased, dollar-for-dollar, in an amount equal to such shortfall (in either case, such adjustment, the Closing Report“Estimated Working Capital Adjustment”) pursuant to Section 2.6.

Closing Adjustment. At the (i) For purposes of Closing, the Purchase Price Company shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers prepare and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect deliver to the adjustments listed above shall be the “Closing Date Payment.” At Parent at least one (1) five Business Day Days prior to the Closing Date, the Sellers together with reasonable supporting documentation and Mission Maryland shall prepare in good faith and deliver to the Buyers any additional information reasonably requested by Parent (A) a report (the “Closing Report”) statement setting forth (1) an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland as of the Closing Date (without giving effect to the consummation of the transactions contemplated hereby), including the Sellers’ and Mission MarylandCompany’s good faith estimate of the Net Estimated Cash, Estimated Transaction Expenses, Estimated Closing Indebtedness, and Estimated Closing Working Capital (the “Estimated Net Working Capital”calculated in accordance with Exhibit I), (2) in each case, consistent with the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon terms set forth in this Agreement (the “Estimated Closing Date PaymentStatement”), including and (B) a statement (the Sellers’ “Funds Flow”) that sets forth (i) the wire transfer or other payment instructions with respect to the payments to be made to the Company, Paying Agent, and the applicable recipients of Transaction Expenses and Closing Indebtedness, (ii) the number, series and class of Company Shares held by each Stockholder immediately prior to the Effective Time, (iii) the amount of Closing Merger Consideration payable to each such Stockholder at the Closing, (iv) for each Stockholder, such Stockholder’s Participation Percentage (assuming for such purposes all Stockholders are Participating Stockholders) and Per Share Portion, (v) for each Optionholder, (A) each Optionholder’s Participation Percentage and Per Share Portion, (B) the number of Company Shares underlying each Vested In-the-Money Option held by such Optionholder as of immediately prior to the Effective Time, (C) the exercise price per Company Share purchasable under each such Vested Option, and (D) the aggregate Option Closing Amount payable to such Optionholder, (vi) the amounts payable, with appropriate wire instructions, for each recipient of Transaction Expenses, and (vii) the amounts payable, with appropriate wire instructions for each holder of Closing Indebtedness to be repaid at Closing. The Company shall consider in good faith estimate of the portion of Parent’s comments to the Estimated Closing Date Payment payable Statement and Funds Flow and make such modifications thereto (and to each Seller the Funds Flow resulting therefrom) as the Company determines in good faith are necessary to achieve conformity with the requirements of this Agreement. Each of the Parties hereby acknowledges and agrees that (i) the preparation and accuracy of the Funds Flow and the allocation and calculations set forth therein are the responsibility of the Company, the Securityholders’ Representative and/or the Stockholders of the Company involved in preparation thereof, and (ii) Parent and Merger Sub and their respective Affiliates and Representatives shall be entitled to rely thereon without independent verification, and to make payments in accordance with therewith, without any obligation to investigate or verify the Allocation Scheduleaccuracy or correctness thereof or the calculations set forth therein. The preparation of the Estimated Closing Report and the calculation of the components thereof Statement shall be prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(a), and shall (i) be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared delivered in good faith faith, based on the books and records of the Sellers Company and its Subsidiaries and in accordance with this Agreement, GAAP and applicable Laws, and shall be accompanied by a statement and a certificate of the Securityholders’ Representative that the Estimated Closing Statement was prepared in accordance with the applicable provisions of Section 2.9 and the LicenseCos definitions and Mission Marylandexhibits referred to herein. The amount included on the Estimated Closing Statement with respect to clause (b) of the definition of Indebtedness with respect to Excluded Earnouts shall be $0 (which for the avoidance of doubt, and may be adjusted in the Post-Closing Adjustment to reflect the actual amount of Indebtedness due at or in connection with Closing with respect thereto). ▇▇▇▇-▇▇▇▇-▇▇▇▇.4 (ii) include reasonably detailed supporting documents for The “Closing Adjustment” shall be an amount equal to the calculation of Estimated Closing Working Capital minus Target Working Capital. If the components Closing Adjustment is a positive number, the Merger Consideration payable to the Securityholders at Closing shall be increased by the absolute value of the Closing ReportAdjustment. If the Closing Adjustment is a negative number, the Merger Consideration payable the Securityholders at Closing shall be reduced by the absolute value of the Closing Adjustment.

Closing Adjustment. At least three Business Days before the Closing, MD Holdings shall cause the Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Net Company to prepare and deliver to ▇▇▇▇ a statement setting forth its good faith estimate of Closing Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment AmountClosing Working Capital”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the , Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers a report Indebtedness (the “Estimated Closing ReportIndebtedness”) setting forth ), and Closing Cash on Hand (1) “Estimated Closing Cash on Hand”), which statement shall contain an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland Company as of the Closing Date (without giving effect to the consummation of the transactions contemplated herebyherein), including the Sellers’ and Mission Maryland’s good faith estimate of the Net Working Capital (the “Estimated Net Working Capital”), (2) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Estimated Closing Date Payment based thereon Working Capital, Estimated Closing Indebtedness and Estimated Closing Cash on Hand (the “Estimated Closing Date PaymentStatement”), including the Sellers’ good faith estimate of the portion of a calculation based on the Estimated Closing Date Payment payable Statement of Company Preferred Stock Value, Company Preferred Stock Value (MD Portion), Company Equity Value, Company Equity Value (MD Portion) and Total Holder Value for each MD Holdings Member as of immediately prior to each Seller in accordance with the Allocation Schedule. The preparation Effective Time and a certificate of the Chief Financial Officer of MD Holdings, acknowledged and agreed to in writing by the Seller Representative, that the Estimated Closing Report and the calculation of the components thereof shall be Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in calculating the sample calculation preparation of Net Working Capital the Company Financial Statements for the most recent fiscal year end as set forth on Schedule 2.7(a), if such Estimated Closing Statement was being prepared and audited as of a fiscal year end. The “Closing Adjustment Amount” shall be an amount equal to (i) be signed by Estimated Closing Working Capital minus Target Working Capital, plus (ii) if positive, Estimated Closing Cash on Hand minus Target Cash minus (iii) if negative, the Sellers and shall certify that absolute value of Estimated Closing Cash on Hand minus Target Cash, minus (iv) the components of the Estimated Closing Report Indebtedness. ▇▇▇▇ may object to MD Holdings’ Estimated Closing Statement and the calculations therein were prepared Estimated Closing Working Capital, Estimated Closing Indebtedness and/or Estimated Closing Cash on Hand set forth therein, in which case MD Holdings and ▇▇▇▇ shall negotiate in good faith based to agree on the books Estimated Closing Working Capital, Estimated Closing Indebtedness and records Estimated Closing Cash on Hand for purposes of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of determining the Closing ReportAdjustment Amount. In the event that ▇▇▇▇ and MD Holdings are unable to resolve any such disputes through negotiation, the Estimated Closing Statement as prepared by the Company on behalf of MD Holdings shall be accepted for purposes of Closing, subject to Section 3.7(b).

Closing Adjustment. (i) At the Closing, the Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Net Closing Working Capital (as determined in accordance with this Section 2.72.04(a)(ii)) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Closing Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”)Capital; (B) an increase by the amount of the Estimated Closing Cash of the Company as of the open of business on the Closing Date; (C) a decrease by the outstanding Debt Indebtedness of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland Company as of the close open of business on the Closing Date; (D) a decrease by the amount of unpaid Transaction Expenses of the Company as of the open of business on the Closing Date; and (CE) a decrease by in an amount equal to the amount Holdback Amount in shares of unpaid Transaction Costs as of the close of business on the Closing DateAgEagle Stock. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” The adjustments to the Purchase Price in clauses (A) through (D) shall be allocated to the cash portion of the Purchase Price, and the adjustment to the Purchase Price in clause (E) shall be allocated to the portion of the Purchase Price payable in shares of AgEagle Stock. (ii) At least one (1) three Business Day prior Days before the Closing, Sellers’ Representative shall have prepared and delivered to the Closing Date, the Sellers and Mission Maryland shall prepare in Buyer a statement setting forth its good faith and deliver to the Buyers a report estimates of Closing Working Capital (the “Estimated Closing ReportWorking Capital”) setting forth and Closing Cash (1) the “Estimated Closing Cash”), which statement shall contain an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland Company as of the Closing Date (without giving effect to the consummation of the transactions contemplated herebyherein), including the Sellers’ and Mission Maryland’s good faith estimate a calculation of the Net Estimated Closing Working Capital (the “Estimated Net Closing Working CapitalCapital Statement”), (2) the Sellers’ and Mission Maryland’s good faith estimate a certificate of the Debt Chief Executive Officer of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon (the “Estimated Closing Date Payment”), including the Sellers’ good faith estimate of the portion of Company that the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report and the calculation of the components thereof shall be Working Capital Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in calculating the sample calculation preparation of Net the Audited Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared and audited as set forth on Schedule 2.7(a), and shall (i) be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing Reporta fiscal year end.

Closing Adjustment. At the Closing, the Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one ten (110) Business Day Days prior to the Closing Date, the Sellers and Mission Maryland Company shall prepare in good faith and deliver to the Buyers Acquiror a report (the “Closing Report”) statement setting forth (1) an estimated consolidated balance sheet in reasonable detail its calculation of the Sellers and the LicenseCos and Mission Maryland as of the Closing Date (without giving effect to the consummation of the transactions contemplated hereby), including the Sellers’ and Mission Maryland’s good faith estimate of the estimated Net Working Capital (the “Estimated Closing Statement”). The Chief Executive Officer and the Chief Financial Officer of Company shall certify on behalf of Company, and not in any personal capacity, that the Estimated Closing Statement accurately reflects the calculation of the estimated Net Working Capital”), (2) and Company shall deliver the Sellers’ Estimated Closing Statement together with such certification to Acquiror. Company shall, upon request from Acquiror, provide Acquiror with reasonable access to all relevant backup materials, schedules and Mission Maryland’s good faith estimate other records of Company and its Subsidiaries, in detail reasonably acceptable to Acquiror, concurrently with the delivery of such estimates until the Closing. The Estimated Closing Statement, together with the calculations of the Debt estimated Net Working Capital, shall have been prepared in accordance with GAAP, applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Sellers and 2022 Audited Financial Statements as if such Estimated Closing Statement was being prepared as of a fiscal year-end (except that such Estimated Closing Statement will not contain footnotes). At Closing, (i) if the LicenseCos (not including Net Working Capital Target exceeds the Intraparty Obligations) and Mission MarylandNet Working Capital, and Transaction Costs and each an amount of cash equal to the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon Net Working Capital Deficiency (the “Estimated NWC Deficiency Cash”) shall be deducted in calculating the Aggregate Cash Consideration to be received by the Members at the Closing in accordance with each such Members’ Pro Rata Share; provided, that, if the Aggregate Cash Payments is zero, the Members shall promptly, and in any event within three (3) Business Days after receiving notice from the Acquiror that the Aggregate Cash Payments is zero, deliver an amount in cash equal to their Pro Rata Shares of Estimated NWC Deficiency Cash to Acquiror; and (ii) if the Net Working Capital exceeds the Net Working Capital Target, the Members shall receive an amount of cash equal to the Net Working Capital Excess (the “Estimated NWC Excess Cash”) to be distributed prior to the Closing Date Payment”)in accordance with each such Members Pro Rata Share; provided, including that, if the Sellers’ good faith estimate combined cash balance of Acquiror and the portion Company, after taking into account all payments, fees and expenses contemplated herein is less than $10,000,000, then payment of the Estimated Closing Date Payment payable to each Seller NWC Excess Cash shall be deferred and paid by the Company as soon as practicable thereafter, but in accordance with the Allocation Schedule. The preparation any event, within one hundred and eighty (180) calendar days of the Closing Report and (the calculation of adjustments set forth in this Section 2.5(a), the components thereof shall be prepared in accordance with the policies and procedures used in calculating the sample calculation of “Net Working Capital as set forth on Schedule 2.7(aAdjustment”), and shall (i) be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing Report.

Closing Adjustment. At the Closing, the Purchase Price shall be adjusted in the following manner: Not later than four (A) either (1) an increase by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (14) Business Day Days prior to the Closing Date, the Sellers and Mission Maryland Company shall prepare in good faith and deliver to the Buyers Parent a report statement (the “Estimated Closing ReportAdjustment Statement”) ), setting forth (1) the Estimated Closing Adjustment, including an estimated consolidated balance sheet of the Sellers Company and the LicenseCos and Mission Maryland its Subsidiaries as of the Closing Date (without giving effect immediately prior to the consummation of the transactions contemplated hereby)Effective Time, including the Sellers’ and Mission Maryland’s good faith estimate of the Net Working Capital (the “Estimated Net Working Capital”)together with relevant backup materials, (2) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon (the “in detail reasonably acceptable to Parent. The Estimated Closing Date Payment”), including the Sellers’ good faith estimate of the portion of the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report Adjustment Statement and the calculation of the components thereof such consolidated balance sheet shall be prepared in accordance with GAAP applied on a basis consistent with the policies and procedures used application thereof to the most recent audited financial statements included in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(aCompany Financial Statements (to the extent consistent with GAAP), and shall (i) be signed by . From the Sellers and shall certify that the components delivery of the Estimated Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for Adjustment Statement until such time as the calculation of the components Estimated Closing Adjustment has been finally determined pursuant to this Section 2.6, Parent and its accountants shall, upon reasonable notice and during normal business hours, be permitted to discuss with the Company and its accountants the Estimated Closing Adjustment Statement and shall be provided complete and accurate copies of, and have reasonable access, upon reasonable notice at reasonable times during normal business hours, to the work papers and supporting records of the Company and its accountants so as to allow Parent and its accountants to verify the accuracy of the Estimated Closing ReportAdjustment Statement. If Parent objects to the Estimated Closing Adjustment Statement, the Company and Parent will work together in good faith to resolve the issues in dispute. If all disputed issues are resolved, the amounts as agreed upon by Parent and the Company shall be used to determine the Estimated Closing Adjustment. If Parent and the Company are unable to resolve all such disputed issues within four (4) Business Days following ▇▇▇▇▇▇’s receipt of the Estimated Closing Adjustment Statement, the Estimated Closing Adjustment shall be as determined by the Company. For clarity, in the event of any inaccuracy or error with respect to the Estimated Closing Adjustment, Parent shall be entitled to make a claim for indemnification pursuant to, and in accordance with, Article VII, including Section 7.1(d). Notwithstanding anything to the contrary in this Agreement, to the extent any Closing Indebtedness is (or at the Closing will be) taken into account in the calculation of the Aggregate Consideration, any such Closing Indebtedness shall be disregarded and not taken into account in determining whether the Company has complied with its obligations under this Agreement or the accuracy of the representations and warranties made by the Company under this Agreement, and neither the Company nor any Company Equityholder shall have any liability or obligation relating to this Agreement with respect to any such Closing Indebtedness.

Closing Adjustment. At As soon as practicable before the Closing, but in no event later than 5:00 p.m. (Mountain Time) on the Purchase Price date that is three Business Days prior to the Closing Date, the Member Representatives shall be adjusted in the following mannerdeliver to Parent: (A) either (1i) an increase by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt estimated balance sheet of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland Company as of the close of business 12:01 a.m. Mountain Time on the Closing Date; and (Cii) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers a report (the “Closing Report”) setting forth (1) an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland as of the Closing Date (without giving effect to the consummation of the transactions contemplated hereby), including the Sellers’ and Mission Maryland’s good faith estimate of the Net Working Capital (the “Estimated Net Working Capital”), (2) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon statement (the “Estimated Closing Date PaymentStatement”), including in the Sellersformat attached hereto as Exhibit B, of the Merger Consideration adjusted for (A) the Member Representatives’ good faith estimate of the portion of Closing Working Capital Amount (such estimate, the “Estimated Closing Working Capital Amount”), presented in a manner consistent with the pro forma example attached hereto as Schedule 2.05(b) and prepared in accordance with GAAP; (B) the Estimated Closing Date Payment Working Capital Adjustment Amount, (C) the Member Representatives’ good faith calculation of the Closing Indebtedness Amount (such estimate, the “Estimated Closing Indebtedness Amount”); (D) the Member Representatives’ good faith calculation of the Closing Non-Reimbursable Transaction Expenses Amount (such estimate, the “Estimated Closing Non-Reimbursable Transaction Expenses Amount”), (E) the Member Representatives’ good faith calculation of the Closing Merger Consideration payable to each Seller Member in accordance with the terms hereof; (F) the Allocation Schedule. The preparation of ; and (G) bank wire instructions for, and the aggregate amount due to, each Person entitled to any payment at the Closing Report and the calculation of the components thereof shall pursuant to Section 3.02, in each case, which will be prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(a), and shall (i) be signed accompanied by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing Reportcalculations and documentation.

Closing Adjustment. (i) At least three (3) Business Days before the Closing, the Purchase Price Company shall be adjusted in the following manner: prepare and deliver to Parent a statement (A) either (1) an increase by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers a report (the “Closing ReportStatement”) setting forth its good faith estimates of each component of the Share Consideration Adjustment Amount Value (1) the “Estimated Share Consideration Adjustment Amount Value”), which statement shall contain an estimated consolidated unaudited balance sheet of the Sellers and the LicenseCos and Mission Maryland Company as of the Closing Date (without giving effect to the consummation transactions contemplated herein), and a certificate of the transactions contemplated hereby), including the Sellers’ and Mission Maryland’s good faith estimate Vice President of Finance of the Net Working Capital (the “Estimated Net Working Capital”), (2) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon (the “Estimated Closing Date Payment”), including the Sellers’ good faith estimate of the portion of Company that the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report and the calculation of the components thereof shall be Statement was prepared in accordance with US GAAP and using the accounting methods, practices, principles, policies and procedures used to prepare the Financial Statements (as modified by Schedule 2.19(b)) (the “Accounting Policies”). In the event of any conflicts between US GAAP and the Accounting Policies, US GAAP shall control. The parties hereto agree that the purpose of preparing the Estimated Closing Statement and determining Current Assets and Current Liabilities pursuant to this Section 2.19 is to adjust for inaccuracies in calculating the sample calculation estimates in the amounts of Net Closing Working Capital Capital, Current Assets, Current Liabilities, Excess Cash, Company M&A Fund Cash Amount, and Closing Indebtedness as of the Closing, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the estimates of Closing Working Capital, Current Assets, Current Liabilities, Excess Cash, Company M&A Fund Cash Amount and Closing Indebtedness as of the Closing. The Company shall cooperate with Parent in supplying any other information Parent may reasonably request in order to verify the amounts reflected on the Estimated Closing Statement. The estimates of Closing Working Capital, Excess Cash, Company M&A Fund Cash Amount and Closing Indebtedness as of the Closing set forth on Schedule 2.7(a)the Estimated Closing Statement, with any changes thereto as agreed by Parent and shall (i) the Company prior to the Closing, will be signed by the Sellers and shall certify that the components used for purposes of calculating the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and Merger Consideration absent manifest error. (ii) include reasonably detailed supporting documents for The “Estimated Closing Adjustment” shall be that number of shares of Parent Common Stock equal to the calculation of Estimated Share Consideration Adjustment Amount Value divided by the components of the Closing ReportParent Stock Signing Price.

Closing Adjustment. At (a) Not less than five (5) Business Days prior to the Closinganticipated Closing Date, the Purchase Price Parent shall be adjusted in the following manner: provide Purchaser with a written statement setting forth Parent’s good faith estimate of (Ai) either (1) an increase by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers Transferred Companies and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland their respective Subsidiaries as of the close of business on the Closing Date; and , (Cii) a decrease by Indebtedness of the amount of unpaid Transaction Costs Transferred Companies as of the close of business on the Closing Date. The net amount , and (iii) Cash (including the amounts of Operating Cash and Trapped Cash) of the Transferred Companies and their respective Subsidiaries as of the close of business on the Closing Date (the “Statement of Estimated Closing Working Capital and Net Indebtedness”), which shall be accompanied by a notice (the “Closing Notice”) that sets forth (x) Parent’s determination of the Closing Adjustment and the Purchase Price after giving effect to the adjustments listed above Closing Adjustment and (y) the account or accounts to which Purchaser shall be transfer funds pursuant to Section 2.3. (b) The Closing Notice shall specify an amount (the “Closing Date Payment.” At least one Adjustment”) that shall be equal to (1w) Business Day the amount of Working Capital of the Transferred Companies and their respective Subsidiaries set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness less (x) the Target Working Capital Amount less (y) the amount of Indebtedness of the Transferred Companies set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness plus (z) the amount of (A) Operating Cash, and (B) Excess Cash other than Trapped Cash, of the Transferred Companies and their respective Subsidiaries set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness. If the Closing Adjustment is a positive amount, then the Purchase Price shall be equal to (i) the Pre-Adjustment Amount increased by the absolute value of the Closing Adjustment, (ii) less, if the Acceptance Notice is not delivered by Parent to Purchaser prior to the Closing Date, the Sellers amount by which the Purchase Price is decreased pursuant to Section 2.10, and Mission Maryland shall prepare in good faith and deliver (iii) less the amount (if any) by which the Purchase Price is decreased pursuant to the Buyers a report (the “Closing Report”) setting forth (1) an estimated consolidated balance sheet Section 5.21 of the Sellers and Seller Disclosure Schedule. If the LicenseCos and Mission Maryland as Closing Adjustment is a negative amount, then the Purchase Price shall be equal to (I) the Pre-Adjustment Amount decreased by the absolute value of the Closing Date Adjustment, (without giving effect II) less, if the Acceptance Notice is not delivered by Parent to Purchaser prior to the consummation of Closing Date, the transactions contemplated hereby), including amount by which the Sellers’ and Mission Maryland’s good faith estimate of the Net Working Capital (the “Estimated Net Working Capital”), (2) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereofPurchase Price is decreased pursuant to Section 2.10, and (3III) based upon less the foregoing, a calculation amount (if any) by which the Purchase Price is decreased pursuant to Section 5.21 of the Closing Date Payment based thereon Seller Disclosure Schedule. (the “c) The Statement of Estimated Closing Date Payment”), including the Sellers’ good faith estimate of the portion of the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report Working Capital and the calculation of the components thereof Net Indebtedness shall be prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital Principles attached as set forth on Schedule 2.7(aIII hereto (the “Working Capital Principles”), and shall (i) be signed by applied consistently with their application in connection with the Sellers and shall certify that the components preparation of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing Reportmost-recent Audited Financial Statements.

Closing Adjustment. (i) Prior to the Closing, the Company prepared and delivered, or caused to be prepared and delivered, to Buyer showing in reasonable detail the reasonable good faith estimate of (A) the balance sheet of the Company as of the Closing Date, which shall specifically identify the amount of each item of Unpaid Company Indebtedness and item of Unpaid Company Transaction Expenses (the “Estimated Closing Date Balance Sheet”), (B) the estimated Working Capital (the “Estimated Working Capital”), (C) the estimated Closing Cash (the “Estimated Closing Cash”) and (D) a statement setting forth the amount by which the Merger Consideration is to be adjusted pursuant to this Section 1.10(a) (in all cases, subject to true-up in accordance with Sections 1.10(b), (c) and (d)), which shall be used for purposes of determining the Closing Date Consideration. The Estimated Closing Date Balance Sheet, the Estimated Closing Cash and the Estimated Working Capital (x) shall each be prepared, calculated and determined in accordance with GAAP as in effect on the date the Estimated Working Capital, Estimated Closing Cash and Estimated Closing Date Balance Sheet were prepared and the assumptions and methods set forth on Schedule 1.10(a) (the “Agreed Principles”), except where there is an inconsistency between GAAP and this Agreement, in which case this Agreement shall be controlling, and (y) shall be provided with appropriate supporting calculations and documentation. (ii) At the Closing, the Purchase Price Merger Consideration shall be adjusted in the following manner: : (A) either (1) an increase by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (all as determined in either case, the “Estimated Adjustment Amount”accordance with Section 1.10(a)(i); ); (B) an increase by the amount, if any, of the Estimated Closing Cash; (C) a decrease by the outstanding Debt Indebtedness of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland Company as of the close of business Closing that is not paid and satisfied on the Closing DateDate or otherwise using Merger Consideration (the “Unpaid Company Indebtedness”); and and (CD) a decrease by the amount of unpaid Company Transaction Costs Expenses (after giving effect to Closing Transaction Expense Payments paid pursuant to Section 1.9(b)(v)(A)) as of the close of business Closing that is not paid and satisfied on the Closing DateDate or otherwise using Merger Consideration (the “Unpaid Company Transaction Expenses”). The net amount after giving effect to the adjustments listed above shall be the “Closing Date PaymentConsideration.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers a report (the “Closing Report”) setting forth (1) an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland as of the Closing Date (without giving effect to the consummation of the transactions contemplated hereby), including the Sellers’ and Mission Maryland’s good faith estimate of the Net Working Capital (the “Estimated Net Working Capital”), (2) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon (the “Estimated Closing Date Payment”), including the Sellers’ good faith estimate of the portion of the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report and the calculation of the components thereof shall be prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(a), and shall (i) be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing Report.

Closing Adjustment. (i) At least three Business Days before the Closing, the Purchase Price Sellers shall be adjusted in the following manner: prepare and deliver to Buyer a statement setting forth their good faith estimate of (A) either (1) an increase by the amount, if any, by which the Estimated Net Closing Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment AmountClosing Working Capital”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above , which statement shall be the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers a report (the “Closing Report”) setting forth (1) contain an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland Company as of the Closing Date (without giving effect to the consummation transactions contemplated herein, except for the Controller Termination Payment, which shall reduce the Closing Working Capital by the amount of the transactions contemplated herebyController Termination Payment on a dollar for dollar basis ), including the Sellers’ and Mission Maryland’s good faith estimate a calculation of the Net Estimated Closing Working Capital (the “Estimated Net Closing Working CapitalCapital Statement”), (2) the Sellers’ and Mission Maryland’s good faith estimate a certificate of the Debt Chief Financial Officer of the Sellers Company that the Estimated Closing Working Capital Statement was prepared using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each preparation of the components thereofUnaudited Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared and audited as of a fiscal year end, and (3B) based upon the foregoingClosing Plant, a calculation of the Closing Date Payment based thereon Property and Equipment (the “Estimated Closing Date PaymentPlant, Property and Equipment”), including the Sellers’ good faith estimate which statement shall contain an original cost list of the portion Company’s Estimated Plant, Property and Equipment as of the Closing Date prepared using the same valuation methodologies that were used in the preparation of the Unaudited Financial Statements for the most recent fiscal year end and the Interim Financial Statements(the “Estimated Closing Plant, Property and Equipment Statement”).Notwithstanding the foregoing, the Company shall purchase the three new trailers and one yard crane listed on Section 2.04(a) of the Disclosure Schedules (collectively, the “Excluded Equipment”) for the Company’s Andrews, Texas location prior to Closing, the Company shall be responsible for paying the costs of the Excluded Equipment (which shall total approximately $260,000), and the Excluded Equipment shall not be contained on the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report Plant, Property and the calculation of the components thereof shall be prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(a), and shall (i) be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing ReportEquipment Statement.

Closing Adjustment. At (a) Not less than five (5) Business Days prior to the Closinganticipated Closing Date, Parent shall provide Purchaser with an estimated statement of Working Capital and Net Indebtedness as of the opening of business on the Closing Date (the “Statement of Estimated Closing Working Capital and Indebtedness”), which shall be accompanied by a notice (the “Closing Notice”) signed by an authorized officer of Parent that sets forth (i) Parent’s good faith determination of the Closing Adjustment and the Purchase Price after giving effect to the Closing Adjustment and (ii) the account or accounts to which Purchaser shall transfer the Purchase Price pursuant to Section 2.03. (b) The Closing Notice shall specify an amount (which may be positive or negative) (the “Closing Adjustment”) that shall be equal to (i) the amount of Working Capital set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness, less (ii) the Target Working Capital Amount, less (iii) the amount of Net Indebtedness set forth in the Statement of Estimated Closing Working Capital and Indebtedness. Parent shall make its representatives reasonably available to Purchaser prior to the Closing and following delivery of the Closing Notice to discuss its calculation of the Closing Adjustment and shall consider Purchaser’s reasonable comments in good faith. If the Closing Adjustment is a positive amount, then the Purchase Price shall be adjusted in equal to the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Pre-Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease Cash Amount increased by the amount of unpaid Transaction Costs as of the close of business on the Closing DateAdjustment. The net amount after giving effect If the Closing Adjustment is a negative amount, then the Purchase Price shall be equal to the adjustments listed above shall be Pre-Adjustment Cash Amount decreased by the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers a report (the “Closing Report”) setting forth (1) an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland as absolute value of the Closing Date Adjustment. (without giving effect to the consummation c) The Statement of the transactions contemplated hereby), including the Sellers’ and Mission Maryland’s good faith estimate of the Net Estimated Closing Working Capital (the “Estimated Net Working Capital”), (2) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon (the “Estimated Closing Date Payment”), including the Sellers’ good faith estimate of the portion of the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report and the calculation of the components thereof Indebtedness shall be prepared in accordance with the policies Accounting Principles attached as Schedule II-A hereto (the “Accounting Principles”), and procedures used in calculating the sample case of the calculation of Net Working Capital set forth therein, in accordance with the definition of “Working Capital.” (d) For illustrative purposes, Annex I of Schedule II sets forth a calculation of the Working Capital as set forth on Schedule 2.7(a), and shall (i) be signed by the Sellers and shall certify that the components of if the Closing Report and had occurred on March 31, 2015 (the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing Report“Illustrative Working Capital Statement”).

Closing Adjustment. (a) At least three (3) Business Days prior to the Closing Date, Seller shall prepare and deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth an estimated balance sheet of Company as of the Closing Date and including a good faith estimate (which estimate includes the following on both an aggregate basis of the Company and, if applicable, on an individual basis of Company) of the: (i) estimated Closing Indebtedness (the “Estimated Indebtedness”); (ii) Working Capital at Closing (the “Estimated Working Capital”); (iii) estimated Transaction Expenses to be paid at Closing, the Purchase Price shall be adjusted in the following manner: (Aiv) either (1) an increase by the amount, if any, by which the Estimated Net Working Capital Adjustment (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”2.7(b); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date); and (Cv) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (1) Business Day prior to the Closing Date, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers a report (the “Closing Report”) setting forth (1) an estimated consolidated balance sheet of the Sellers and the LicenseCos and Mission Maryland as of the Closing Date (without giving effect to the consummation of the transactions contemplated hereby), including the Sellers’ and Mission Maryland’s good faith estimate of the Net Working Capital (the “Estimated Net Working Capital”), (2) the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon (the “Estimated Closing Date Payment”), including the Sellers’ good faith estimate of the portion of the Estimated Closing Date Payment payable to each Seller in accordance with Consideration resulting from the Allocation Scheduleforegoing. The preparation of the Estimated Closing Report and the calculation of the components thereof Statement shall be prepared in accordance with the policies and procedures used terms set forth in calculating the sample calculation of Net Working Capital Principles. Except as otherwise provided in this Section 2.7 or in the definition of Working Capital Principles, Indebtedness or Closing Cash, the Estimated Closing Statement shall be prepared in accordance with GAAP. The worksheets and data used by the Seller to prepare the Estimated Closing Statement shall be delivered to the Purchaser concurrent with the delivery of the Estimated Closing Statement. (b) If, as set forth on Schedule 2.7(a)in the Estimated Closing Statement, and shall the Estimated Working Capital (i) exceeds the Target Working Capital, then the Estimated Closing Consideration will be signed by the Sellers and shall certify that the components of the Closing Report and the calculations therein were prepared increased, dollar-for-dollar, in good faith based on the books and records of the Sellers and the LicenseCos and Mission Marylandan amount equal to such excess, and or (ii) include reasonably detailed supporting documents for is less than the calculation of Target Working Capital, then the components of Estimated Closing Consideration will be decreased, dollar-for-dollar, in an amount equal to such shortfall (in either case, such adjustment, the Closing Report“Estimated Working Capital Adjustment”) pursuant to Section 2.6.

Closing Adjustment. At the Closing, the Purchase Price shall be adjusted in the following manner: (Aa) either No later than five (1) an increase by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (15) Business Day Days prior to the Closing Date, the Sellers and Mission Maryland shall prepare in good faith and deliver to the Buyers Purchaser a report (certificate executed by the “Closing Report”) setting forth (1) an estimated consolidated balance sheet President or Chief Executive Officer of each of the Sellers and the LicenseCos and Mission Maryland dated as of the Closing Date (without giving effect date of delivery, certifying as to the consummation of the transactions contemplated hereby), including the Sellers’ and Mission Maryland’s a good faith estimate of the Net Working Capital following (the “Estimated Pre-Closing Adjustment Notice”): (i) the Closing Net Working Capital”), (2) reflecting the Sellers’ and Mission Maryland’s good faith estimate exclusion of the Debt of the Sellers Excluded Assets, Excluded Liabilities, Retained Assets and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon Retained Liabilities (the “Estimated Closing Date PaymentNet Working Capital”) and the Estimated Closing Net Working Capital Adjustment, (ii) the Closing Indebtedness (the “Estimated Closing Indebtedness”), including . The Estimated Closing Net Working Capital and Estimated Closing Indebtedness shall be calculated on a consistent basis with the Sellers’ good faith estimate principles set forth in Section 2.7(a) of the portion Seller Disclosure Schedule (the “Reference Calculation”). The Cash Purchase Price to be paid by the Purchaser at the Closing pursuant to Section 2.10(b) will be adjusted as follows: (A) up for the Estimated Closing Net Working Capital Adjustment Amount (if such amount is positive) or down for the Estimated Closing Net Working Capital Adjustment Amount (if such amount is negative); and (B) down for the absolute value of the Estimated Closing Date Payment payable to each Seller in accordance with Indebtedness. For the Allocation Schedule. The preparation purposes of this Agreement, the “Estimated Closing Report and the calculation of the components thereof shall be prepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(aAdjustment” means (1) if the Estimated Closing Net Working Capital exceeds the Closing Net Working Capital Target Amount, an amount equal to such excess (the “Estimated Closing Net Working Capital Surplus”) provided such Estimated Closing Net Working Capital Surplus shall not exceed $2,000,000 (two million dollars), and shall (i2) be signed by if the Sellers and shall certify that the components of Estimated Closing Net Working Capital is less than the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission MarylandNet Working Capital Target Amount, and (ii) include reasonably detailed supporting documents for the calculation of the components of the Closing Reportan amount equal to such deficiency.