Common use of Closing Adjustment Clause in Contracts

Closing Adjustment. (i) At the Closing, the Cash Payment shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the Target Working Capital; (B) a decrease by an amount equal to the outstanding Indebtedness of the Company as of the open of business on the Closing Date; (C) a decrease by an amount equal to the Escrow Fund Cash Portion; The net amount after giving effect to the adjustments listed above shall be the “Closing Date Cash Payment.” (ii) At least three Business Days before the Closing, Sellers’ Representative shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Financial Officer of Sellers’ Representative 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, judgments and valuation and estimation methodologies that were used in the preparation of the historical financial statements of the Company and consistent with the sample balance sheet calculation attached hereto as Exhibit B.

Closing Adjustment. (i) At the Closing, the Cash Payment Purchase Consideration shall be adjusted in the following manner: : (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section Section 2.04(a)(ii)) is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the Target Working Capital; ; (B) a decrease by an amount equal to the outstanding Indebtedness of the Company as of the open close of business on the Closing Date; ; and (C) a decrease by an the amount equal to of unpaid Transaction Expenses of the Escrow Fund Cash Portion; Company as of the close of business on the Closing Date. The net amount of Purchase Consideration payable at Closing, after giving effect to the adjustments listed above shall be the “Closing Date Cash Payment.” ” (ii) At least three (3) Business Days before the Closing, Sellers’ Representative Seller shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Financial Executive Officer of Sellers’ Representative Seller that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP applied on an accrual basis 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 historical financial statements of the Company and consistent with the sample balance sheet calculation attached hereto as Exhibit B.DocuSign Envelope ID: A0C657AC-53B2-41A5-B7BF-DA3532022252

Closing Adjustment. (i) At the Closing, the Cash Payment portion of the Purchase Price payable in cash pursuant to Section 2.02(b) shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the Target Working Capital; (B) a decrease by an amount equal to the outstanding Indebtedness of the Company as of the open of business on the Closing Date;; and (C) a decrease by an the amount equal to of unpaid Transaction Expenses of the Escrow Fund Cash Portion; Company as of the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Cash Payment.” (ii) At least three (3) Business Days before the Closing, Sellers’ Representative Seller shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Financial Officer of Sellers’ Representative Seller 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, judgments and valuation and estimation methodologies that were used in the preparation of the historical financial statements Unaudited Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared and unaudited as of the Company and consistent with the sample balance sheet calculation attached hereto as Exhibit B.a fiscal year end.

Closing Adjustment. (i) At the Closing, the Closing Date Cash Payment Purchase Price shall be adjusted in the following manner: : (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by outstanding Indebtedness of the Company (which the Estimated Closing Working Capital is shall in no event be an amount less than the Target Working Capital; amounts paid by Buyer pursuant to Section 2.03(a)(ii)(A)); and (B) a decrease by an the amount equal to the outstanding Indebtedness of unpaid Transaction Expenses of the Company as of the open of business on the Closing Date; (C) a decrease by which shall in no event be an amount equal less than the amounts paid by Buyer pursuant to the Escrow Fund Cash Portion; Section 2.03(a)(ii)(B)). The net amount after giving effect to the adjustments listed above shall be the “Closing Date Cash Payment.” (ii) At least three one (1) Business Days Day before the Closing, Sellers’ Representative shall prepare Seller prepared and deliver delivered to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), which statement shall contain contained an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Financial Officer of Sellers’ Representative Seller certifying that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP applied the Applicable Accounting Principles (or, if not otherwise set forth in the Applicable Accounting Principles, using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies methodologies, that were used in the preparation of the historical financial statements of Audited Financial Statements for the Company and consistent with the sample balance sheet calculation attached hereto most recent fiscal year end as Exhibit B.if such

Closing Adjustment. (i) At the Closing, the Cash Payment Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the Target Working Capital; (B) a decrease by an amount equal to the outstanding Indebtedness of the Company as of the open of business on the Closing Date; (C) a decrease by an the amount equal to of unpaid Transaction Expenses of the Company as of the open of business on the Closing Date; and (D) a decrease by the amount of the Indemnification Escrow Fund Cash Portion; The Amount. the net amount after giving effect to the adjustments listed above shall be the “"Closing Date Cash Payment.”" (ii) At least three Business Days before the Closing, Sellers’ Representative shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “"Estimated Closing Working Capital”"), which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital (the “"Estimated Closing Working Capital Statement”"), and a certificate of the Chief Financial Officer of Sellers’ Representative that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP applied using the same consistent accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the historical financial statements of interim Financial Statements for the Company and consistent with the sample balance sheet calculation attached hereto as Exhibit B.most recent month end.

Closing Adjustment. (i) At the Closing, the Closing Cash Payment Portion and, accordingly, the Purchase Price, shall be adjusted in the following manner: (A) either by (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii2.06(a)(ii)) is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the Target Working Capital; (B) a decrease by an amount equal to the outstanding Indebtedness of the Company as of the open of business on the Closing Date; (C) a decrease by an amount equal to the Escrow Fund Cash Portion; The net amount after giving effect to the adjustments listed above shall be the “Closing Date Cash Payment.” (ii) At least three (3) Business Days before the Closing, the Sellers’ Representative shall cause IGE to prepare and deliver to the Buyer Parties a statement setting forth its a good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), which statement shall contain an a estimated balance sheet of the Company Companies and their Subsidiaries as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Financial Officer (or equivalent) of Sellers’ Representative IGE 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, judgments and valuation and estimation methodologies that were used in the preparation of the historical financial statements 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 the Company and consistent with the sample balance sheet calculation attached hereto as Exhibit B.a fiscal year end.

Closing Adjustment. (i) At the Closing, the Cash Initial Payment shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less Payables (as determined in accordance with Section 2.04(a)(ii)) are greater than the Target Working CapitalPayables; (B) a decrease by an amount equal to the outstanding Indebtedness of the Company as of the open of business on the Closing Date;; and (C) a decrease by an the amount equal to of unpaid Transaction Expenses of the Escrow Fund Cash Portion; Company as of the open of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Cash Payment.” (ii) At least three Business Days before the Closing, Sellers’ Representative Sellers shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital Payables (the “Estimated Closing Working CapitalPayables”), which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital Payables (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Financial Executive Officer of Sellers’ Representative Company that the Estimated Closing Working Capital Statement was prepared in accordance consistent with GAAP applied using applying 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 historical financial statements Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared and audited as of the Company and consistent with the sample balance sheet calculation attached hereto as Exhibit B.a fiscal year end.

Closing Adjustment. (i) At the Closing, the Cash Payment portion of the Purchase Price payable in cash pursuant to Section 2.02(a) shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the Target Working Capital; (B) a decrease by an amount equal to the outstanding Indebtedness of the Company Group as of the open of business on the Closing Date;; and (C) a decrease by an the amount equal to of unpaid Transaction Expenses of the Escrow Fund Cash Portion; Company Group as of the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Cash Payment.” (ii) At least three (3) Business Days before the Closing, Sellers’ Representative Seller shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), which statement shall contain an estimated consolidated balance sheet of the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Financial Officer of Sellers’ Representative Seller that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP applied using and otherwise in a manner consistent with 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 historical financial statements Unaudited Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared and unaudited as of the Company and consistent with the sample balance sheet calculation attached hereto as Exhibit B.a fiscal year end.

Closing Adjustment. (i) At the Closing, the Cash Payment Purchase Price shall be adjusted in the following manner: (A) either by either: (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii2.3(a)(ii)) is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the Target Working Capital; (B) a decrease by an amount equal to the outstanding Indebtedness of the Company as of the open of business on the Closing Date; (C) a decrease by an amount equal to the Escrow Fund Cash Portion; . The net amount after giving effect to the adjustments listed above this adjustment shall be the “Closing Date Cash Payment.” (ii) At least three (3) Business Days before the Closing, Sellers’ Representative Seller shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Financial Executive Officer of Sellers’ Representative Seller 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, judgments and valuation and estimation methodologies that were used in the preparation of the historical financial statements audited 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. In addition, Seller agrees to use commercially reasonable efforts to deliver an uncertified update to the Company Estimated Closing Working Capital Statement on or before November 10, 2018, which Buyer and consistent with the sample balance sheet calculation attached hereto as Exhibit B.Seller agree shall be for informational purposes only.