Common use of Closing Date Adjustment Clause in Contracts

Closing Date Adjustment. The purpose of the purchase price adjustment set forth in this Section 2.3 is to measure any changes in the Cash and Cash Equivalents, Working Capital, Indebtedness of the Company and the Company Subsidiaries, and Transaction Expenses, in each case from their respective targets and/or estimated amounts to the final amounts on the same accounting bases consistently applied to reflect transactions and/or events up to and conditions existing at the Closing Date. Not less than five (5) days prior to the Closing Date, Seller shall deliver to Buyer a statement (the “Estimated Closing Statement”), which shall set forth a good faith estimate of (i) the Cash and Cash Equivalents of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Cash and Cash Equivalents”), (ii) the Indebtedness of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Indebtedness”), (iii) the Transaction Expenses (the “Estimated Transaction Expenses”), and (iv) the Working Capital of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Working Capital”). The Estimated Closing Statement shall be prepared in a manner consistent with (A) the definitions of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital set forth herein and (B) the methodologies, practices and assumptions set forth in the Working Capital Schedule. Prior to the Closing, Seller shall (x) provide Buyer and its Representatives with reasonable access, during normal business hours and upon reasonable prior notice, to the (1) Books and Records and (2) senior employees and accountants of the Company and the Company Subsidiaries (as reasonably requested by Buyer) and (y) cooperate with Buyer in seeking to obtain work papers from Seller, the Company and the Company Subsidiaries pertaining to or used in connection with the preparation of the Estimated Closing Statement and provide Buyer with copies thereof (as reasonably requested by Buyer). Seller and Buyer in good faith shall seek to resolve any differences that they may have with respect to the computation of any of the items in the Estimated Closing Statement; provided that if the parties are unable to resolve all such differences prior to the Closing, the amounts of the Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing Cash and Cash Equivalents and Estimated Transaction Expenses as reflected in the Estimated Closing Statement shall be used for purposes of calculating the purchase price adjustment on the Closing Date.

Closing Date Adjustment. The purpose of Following the purchase price adjustment set forth Closing, the Closing Consideration shall be reduced or increased in accordance with this Section 2.3 is 1.4 by an amount equal to measure any changes in the Cash and Cash Equivalents, Working Capital, Indebtedness of difference between the Company Initial Capital Amount and the Company SubsidiariesFinal Capital Amount, divided by sixty-five percent (65%), and Transaction Expensesthen multiplied by thirty-five percent (35%) (the “Capital Adjustment Amount”). For purposes of this Agreement, “Final Capital Amount” shall mean Windsor’s (a) total current assets, consisting of cash, trade accounts receivable (net of an appropriate allowance for doubtful accounts), inventory, prepaid expenses, other current assets, and other assets, less (b) total current liabilities, consisting of trade accounts payable, accounts payable to related parties, accrued capital and other expenses, long-term debt and asset retirement obligations, in each case from their respective targets and/or estimated amounts as of the Closing Date determined in accordance with GAAP, consistently applied. As soon as practicable after the Closing, but in no event later than sixty (60) days after Closing, Diamondback will cause to be prepared and delivered to the Contributor the final amounts settlement statement (the “Final Settlement Statement”) setting forth Windsor’s calculation of the Final Capital Amount on the same accounting bases consistently applied to reflect transactions and/or events up to and conditions existing at the Closing Date. Not less than five (5) days prior to the Closing Date, Seller shall deliver to Buyer a statement (the “Estimated Closing Statement”), which shall set forth a good faith estimate of (i) the Cash and Cash Equivalents of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Cash and Cash Equivalents”), (ii) the Indebtedness of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Indebtedness”), (iii) the Transaction Expenses (the “Estimated Transaction Expenses”), and (iv) the Working Capital of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Working Capital”). The Estimated Closing Final Settlement Statement shall identify with specificity each component thereof and be prepared in a manner consistent with (A) the definitions of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital set forth herein and (B) the methodologies, practices and assumptions set forth in the Working Capital Schedule. Prior to the Closing, Seller shall (x) provide Buyer and its Representatives with reasonable access, during normal business hours and upon reasonable prior notice, to the (1) Books and Records and (2) senior employees and accountants of the Company and the Company Subsidiaries (as reasonably requested by Buyer) and (y) cooperate with Buyer in seeking to obtain work papers from Seller, the Company and the Company Subsidiaries pertaining to or used in connection with the preparation of the Estimated Closing Initial Capital Amount. As soon as practicable after receipt of the Final Settlement Statement but in no event later than thirty (30) days after receipt of such statement and provide Buyer the supporting documentation with copies thereof (respect thereto as reasonably may be requested by Buyer)the Contributor, the Contributor shall deliver to Diamondback a written report containing any changes that the Contributor proposes to make to the Final Settlement Statement. Seller and Buyer in good faith The Contributor’s failure to deliver to Diamondback a written report detailing proposed changes to the Final Settlement Statement by that date shall seek to resolve any differences that they may have be deemed an acceptance by the Contributor of the Final Settlement Statement as submitted by Diamondback. The Parties shall agree with respect to the computation changes proposed by the Contributor, if any, no later than sixty (60) days after receipt of any of Diamondback’s proposed Final Settlement Statement. If Diamondback disputes the items Contributor’s exceptions, then Diamondback and the Contributor will negotiate in good faith to resolve such dispute. If Diamondback and the Estimated Closing Statement; provided that if the parties Contributor are unable to resolve all such differences prior the dispute within thirty (30) days after the date of the Contributor’s dispute notice, then the dispute shall be submitted to a mutually agreed upon arbitrator (the “Arbitrator”) for resolution and the Arbitrator’s decision shall be final and binding on the Parties and there shall be no right of appeal therefrom. The costs of the Arbitrator shall be paid by Diamondback and the Contributor proportionate to the Closingsuccess of the claims made. No later than five (5) days after reaching such agreement, the amounts of the Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing Cash and Cash Equivalents and Estimated Transaction Expenses as reflected in the Estimated Closing Statement Capital Adjustment Amount shall be used for purposes of calculating paid, if positive, by Diamondback to the purchase price adjustment on Contributor, and if negative, by the Closing DateContributor to Diamondback by wire transfer in immediately available funds.

Closing Date Adjustment. The purpose of the purchase price adjustment set forth in this Section 2.3 is Company shall deliver to measure any changes in the Cash and Cash Equivalents, Working Capital, Indebtedness of the Company and the Company Subsidiaries, and Transaction Expenses, in each case from their respective targets and/or estimated amounts to the final amounts on the same accounting bases consistently applied to reflect transactions and/or events up to and conditions existing Buyer (a) at the Closing Date. Not less than five least three (53) days Business Days prior to the Closing Date, Seller shall deliver to Buyer a statement (the “Estimated Closing Statement”), which shall set forth a be prepared in good faith estimate by the Company, setting forth the Company’s good faith estimates (which estimates shall be subject to the reasonable review of Buyer) of (i) the Cash and Cash Equivalents of the Company and the Company Subsidiaries Final Working Capital (as of the Closing (the estimated, “Estimated Closing Cash and Cash EquivalentsWorking Capital”), (ii) the Indebtedness of the Final Company and the Company Subsidiaries Transaction Expenses (as of the Closing (the estimated, “Estimated Closing IndebtednessCompany Transaction Expenses”), (iii) the Transaction Expenses Final Indebtedness (the as estimated, “Estimated Transaction ExpensesIndebtedness”), and (iv) the Working Capital amount of Initial Merger Consideration and the Initial Distribution derived therefrom and (v) the amount of current liabilities associated with each of the Company Excluded Accounts (and separately identifying the Company Subsidiaries Excluded Payroll Accounts) as of the Closing calculated in accordance with the Accounting Principles, and (b) at least one (1) Business Day prior to the Closing Date, a statement setting forth, with respect to each Seller, such Seller’s name and Pro Rata Portion (with respect to the Initial Distribution and any subsequent Merger Consideration Distributions) and the number of shares of Capital Stock and vested Company Options owned by such Seller, in each case as of the Closing and together with reasonable supporting documentation. In the event that (A) the Estimated Working Capital plus (B) the amount, if any, by which the Excluded Payroll Accounts Minimum exceeds the aggregate of the Excluded Payroll Accounts, minus (C) the amount, if any, by which the aggregate of Excluded Payroll Accounts exceeds the Excluded Payroll Accounts Maximum, in each case as reflected on the Estimated Closing Statement, exceeds $10,460,000.00 (Ten Million Four Hundred Sixty Thousand Dollars) (the “Working Capital Threshold”), the Initial Merger Consideration will be increased by such excess (the “Excess Payment”). In the event that (A) the Estimated Working Capital plus (B) the amount, if any, by which the Excluded Payroll Accounts Minimum exceeds the aggregate of the Excluded Payroll Accounts, minus (C) the amount, if any, by which the aggregate of Excluded Payroll Accounts exceeds the Excluded Payroll Accounts Maximum, in each case as reflected on the Estimated Closing Statement, is less than the Working CapitalCapital Threshold, the Initial Merger Consideration will be decreased by such shortfall (the “Shortfall Reduction”). The Estimated Final Merger Consideration will be subject to further adjustment upon final, post-Closing Statement shall be prepared in a manner consistent with (A) determination of the definitions of Cash and Cash EquivalentsFinal Working Capital, Indebtedness, Final Company Transaction Expenses, Final Indebtedness and Working Capital set forth herein and (B) the methodologiesExcluded Payroll Accounts, practices and assumptions as provided in Section 2.8.2. The calculations set forth in the Working Capital Schedule. Prior this Section 2.8.1 shall be subject to the Closing, Seller shall (x) provide reasonable review of Buyer and its Representatives with reasonable access, during normal business hours and upon reasonable prior notice, to the (1) Books and Records and (2) senior employees and accountants of the Company and the Company Subsidiaries (as shall reflect any adjustments reasonably requested by Buyer) and (y) cooperate with Buyer in seeking to obtain work papers from Seller, the Company and the Company Subsidiaries pertaining to or used in connection that are consistent with the preparation of the Estimated Closing Statement requirements of, and provide Buyer with copies thereof (as reasonably requested by Buyer). Seller and Buyer in good faith shall seek to resolve any differences that they may have with respect to the computation of any of the items in the Estimated Closing Statement; provided that if the parties are unable to resolve all such differences prior to the Closingdefinitions set forth in, the amounts of the Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing Cash and Cash Equivalents and Estimated Transaction Expenses as reflected in the Estimated Closing Statement shall be used for purposes of calculating the purchase price adjustment on the Closing Datethis Agreement.

Closing Date Adjustment. The purpose of the purchase price adjustment set forth in this Section 2.3 is to measure any changes in the Cash and Cash Equivalents, Working Capital, Indebtedness of the Company and the Company Subsidiaries, and Transaction Expenses, in each case from their respective targets and/or estimated amounts to the final amounts on the same accounting bases consistently applied to reflect transactions and/or events up to and conditions existing at the Closing Date. Not less than five At least two (52) days Business Days prior to the Closing Date, DEI and Seller shall deliver to Buyer a statement (the “Estimated Closing Statement”), which shall set forth a good faith estimate of (i) the Cash Closing Acquired Stores Schedule, the Closing Disney Retained Stores Schedule and Cash Equivalents the Deferred Stores Schedule; (ii) the estimated unaudited balance sheet of the Company and the Company Subsidiaries on a combined basis as of the Closing (Date, prepared by the “Estimated Closing Cash Company, DEI and Cash Equivalents”)Seller in good faith, (ii) the Indebtedness of the Company and the Company Subsidiaries giving effect as of the Closing Date to the Pre-Closing Transactions (the “Estimated "Closing Indebtedness”Balance Sheet"), ; and (iii) a letter setting forth and certifying the Transaction Expenses (Company's, DEI's and Seller's good faith calculation, based on the “Estimated Transaction Expenses”)Closing Balance Sheet, and (iv) the Working Capital of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Working Capital”)Capital and the Estimated Closing Working Capital Adjustment Amount. The Estimated Closing Statement Balance Sheet shall be prepared in a manner and form consistent with the Pro Forma Balance Sheet (including the application of Modified GAAP), except for adjustments made to reflect the absence of the Non-Transferable Stores, Expired Lease Stores and the Deferred Stores in accordance with the Store Adjustment Methodology, and the Estimated Closing Working Capital and the Estimated Closing Working Capital Adjustment Amount shall be calculated in a manner and form consistent with the June 2004 Working Capital Statement. Upon the Closing Date (and, if Buyer makes the election provided for in Section 3.3.1, on or prior to the Working Capital Deferred Delivery Date with respect to the Deferred Item Amount only), the Estimated Closing Working Capital Adjustment Amount shall be paid in accordance with Section 3.2 or 3.3, as applicable; provided, that if the Estimated Closing Working Capital Adjustment Amount is zero, there shall be no such payment made pursuant to this Section 2.3. 1. If the Estimated Closing Working Capital Adjustment Amount is positive, (A) the definitions "Initial Canada Purchase Price" shall be (x) the Estimated Closing Working Capital Adjustment Amount multiplied by (y) a fraction, the numerator of Cash and Cash Equivalents, Indebtedness, Transaction Expenseswhich is the number of Acquired Stores set forth on the Closing Acquired Stores Schedule that were operated by TDS Canada prior to the Closing, and Working Capital the denominator of which is the total number of Acquired Stores set forth herein on the Closing Acquired Stores Schedule, and (B) the methodologies, practices and assumptions set forth in "Initial USA Purchase Price" shall be the Working Capital ScheduleInitial Purchase Price minus the Initial Canada Purchase Price. Prior to the Closing, Seller shall (x) provide Buyer and its Representatives with reasonable access, during normal business hours and upon reasonable prior notice, to the (1) Books and Records and (2) senior employees and accountants of the Company and the Company Subsidiaries (as reasonably requested by Buyer) and (y) cooperate with Buyer in seeking to obtain work papers from Seller, the Company and the Company Subsidiaries pertaining to or used in connection with the preparation of the Estimated Closing Statement and provide Buyer with copies thereof (as reasonably requested by Buyer). Seller and Buyer in good faith shall seek to resolve any differences that they may have with respect to the computation of any of the items in the Estimated Closing Statement; provided that if the parties are unable to resolve all such differences prior to the Closing, the amounts of If the Estimated Closing Working CapitalCapital Adjustment Amount is negative or zero, Estimated Closing Indebtedness, Estimated Closing Cash the "Initial Canada Purchase Price" and Cash Equivalents and Estimated Transaction Expenses as reflected in the Estimated Closing Statement "Initial USA Purchase Price" shall each be used for purposes of calculating the purchase price adjustment on the Closing Datezero.

Closing Date Adjustment. The purpose (i) As soon as practicable, but in no event later than 45 days following the Closing Date, PNMR shall prepare and deliver (or cause to be prepared and delivered) to ECJV and the Company a calculation (the “Initial Closing Working Capital Statement”) of the purchase price adjustment Net Working Capital of Altura and its Subsidiaries, on a consolidated basis, as of the close of business on the Closing Date, provided, that in the event the Closing Date does not occur on the last calendar day of a month, such Initial Closing Working Capital Statement will be prepared as of the close of business on the last calendar day of the month immediately preceding the Closing Date (as so determined, the “Initial Closing Working Capital”). (ii) ECJV and the Company shall have 30 days to review the Initial Closing Working Capital Statement, together with the work papers used in the preparation thereof. ECJV, the Company and PNMR shall have reasonable access during normal business hours to all relevant personnel, work papers, trial balances and other financial information to the extent necessary or useful to complete the review of the Initial Closing Working Capital Statement. Unless ECJV delivers written notice to PNMR on or prior to the 30th day after delivery of the Initial Closing Working Capital Statement specifying in reasonable detail the amount, nature and basis of any disputed items, it shall be deemed to have accepted and agreed to the calculation of the Initial Closing Working Capital. If ECJV notifies PNMR of an objection to the calculation of the Initial Closing Working Capital, ECJV and PNMR shall, within 20 days (or such longer period as the parties may agree in writing) following such notice (the “Resolution Period”), attempt to resolve the differences and any mutually agreed resolution by them as to any disputed amounts shall be final, binding and conclusive (absent manifest error) on the parties. (iii) If, at the conclusion of the Resolution Period, there are any amounts remaining in dispute, then such amounts remaining in dispute shall be resolved by the independent certified public accountants selected to service the account of the Company (the “Accountant”). If the Accountant’s resolution of the amount in dispute results in a reduction of more than 5% in the amount that must be paid by ECJV pursuant to subsection (iv) below or an increase of more than 5% in the amount that must be paid by PNMR pursuant to subsection (iv) below, the cost of the Accountant’s review shall be paid by PNMR. If the Accountant’s resolution of the amount in dispute results in an increase of more than 5% in the amount that must be paid by ECJV pursuant to subsection (iv) below or a decrease of more than 5% in the amount that must be paid by PNMR pursuant to subsection (iv) below, the cost of the Accountant’s review shall be paid by ECJV. If neither of the preceding two sentences applies, the cost of the Accountant shall be paid by the Company. The term “Final Closing Working Capital” shall mean the definitive Initial Closing Working Capital agreed to (or deemed to be agreed to) by PNMR and ECJV or resulting from the determinations made by the Accountant pursuant to the procedures set forth in this Section 2.3 is to measure any changes in the Cash and Cash Equivalents, Working Capital, Indebtedness of the Company and the Company Subsidiaries, and Transaction Expenses, in each case from their respective targets and/or estimated amounts to the final amounts on the same accounting bases consistently applied to reflect transactions and/or events up to and conditions existing at the Closing Date. Not less than five (5) days prior to the Closing Date, Seller shall deliver to Buyer a statement (the “Estimated Closing Statement”), which shall set forth a good faith estimate of (i) the Cash and Cash Equivalents of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Cash and Cash Equivalents”), (ii) the Indebtedness of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Indebtedness”), (iii) the Transaction Expenses (the “Estimated Transaction Expenses”), and (iv) the Working Capital of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Working Capital”). The Estimated Closing Statement shall be prepared in a manner consistent with (A) the definitions of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital set forth herein and (B) the methodologies, practices and assumptions set forth in the Working Capital Schedule. Prior to the Closing, Seller shall (x) provide Buyer and its Representatives with reasonable access, during normal business hours and upon reasonable prior notice, to the (1) Books and Records and (2) senior employees and accountants of the Company and the Company Subsidiaries (as reasonably requested by Buyer) and (y) cooperate with Buyer in seeking to obtain work papers from Seller, the Company and the Company Subsidiaries pertaining to or used in connection with the preparation of the Estimated Closing Statement and provide Buyer with copies thereof (as reasonably requested by Buyer). Seller and Buyer in good faith shall seek to resolve any differences that they may have with respect to the computation of any of the items in the Estimated Closing Statement; provided that if the parties are unable to resolve all such differences prior to the Closing, the amounts of the Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing Cash and Cash Equivalents and Estimated Transaction Expenses as reflected in the Estimated Closing Statement shall be used for purposes of calculating the purchase price adjustment on the Closing Date2.3.

Closing Date Adjustment. The purpose of the purchase price adjustment set forth in this Section 2.3 is to measure any changes in the Cash and Cash Equivalents, Working Capital, Indebtedness of the Company and the Company Subsidiaries, and Transaction Expenses, in each case from their respective targets and/or estimated amounts to the final amounts on the same accounting bases consistently applied to reflect transactions and/or events up to and conditions existing at the Closing Date. Not less than five (a) Five (5) business days prior to the Closing Date, Seller shall deliver to Buyer a statement (the “Estimated Closing Statement”)Buyer, which shall set forth a good faith estimate schedules of (i) the Cash accounts receivable after core credits, and Cash Equivalents of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Cash and Cash Equivalents”), (ii) the Indebtedness of inventory for the Company and the Company Subsidiaries Business as of the Closing close of business on the preceding day (the “Estimated Closing Indebtedness”"CLOSING ADJUSTMENT SCHEDULES"), (iii) together with documentation to support the Transaction Expenses (the “Estimated Transaction Expenses”)numbers proposed, and (iv) the Working Capital of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Working Capital”). The Estimated Closing Statement shall be prepared in a manner consistent with (A) the definitions of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital set forth herein and (B) the methodologies, practices and assumptions set forth in the Working Capital ScheduleDecember Adjustment Schedules. Prior to the ClosingClosing Date, Buyer shall review the Closing Adjustment Schedules and discuss with Seller shall (x) provide Buyer and its Representatives with reasonable access, during normal business hours and upon reasonable prior notice, any proposed adjustments to the (1) Books and Records and (2) senior employees and accountants of the Company and the Company Subsidiaries (as reasonably requested by Buyer) and (y) cooperate with Closing Adjustment Schedules which Buyer in seeking to obtain work papers from Seller, the Company and the Company Subsidiaries pertaining to or used in connection with the preparation of the Estimated Closing Statement and provide Buyer with copies thereof (as reasonably requested by Buyer)believes should be made. If Seller and Buyer in good faith mutually agree upon the Closing Adjustment Schedules, such schedules shall seek to resolve any differences that they may have with respect to the computation of any of the items in the Estimated Closing Statement; provided that if be binding upon the parties hereto for purposes of this Agreement. If Seller and Buyer disagree upon the Closing Adjustment Schedules and are unable to resolve all any such differences disagreement prior to the ClosingClosing Date, the amounts parties shall proceed to Closing and shall place the disputed amount of the Estimated Cash Purchase Price of the Closing Working CapitalAdjustment Schedules in escrow with the Deposit Agent pending resolution of such disputed amount, Estimated Closing Indebtedness, Estimated Closing Cash and Cash Equivalents and Estimated Transaction Expenses as reflected in the Estimated Closing Statement disagreement shall be used referred for final determination to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. The resolution of such disagreement by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be made within 30 days from the Closing Date and shall be final and binding upon the parties hereto for purposes of calculating this Agreement. Notwithstanding anything in this Agreement to the purchase price adjustment contrary, the fees and expenses, if any, of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be borne equally by Buyer and Seller. (b) The Cash Purchase Price shall be increased if the aggregate amount of the Closing Adjustment Schedules exceeds the aggregate amount of the December Adjustment Schedules or reduced if the aggregate amount of the Closing Adjustment Schedules is less than the aggregate amount of the December Adjustment Schedules, as the case may be, by an amount equal to the product of (i) the difference between the amount of the Closing Adjustment Schedules and the December Adjustment Schedules (stated as a positive number) and (ii) a fraction, the numerator of which is $7,250,000 and the denominator of which is the amount of the December Adjustment Schedules. For purposes of example, if the aggregate accounts receivable and inventory on the Closing DateAdjustment Schedules is $200,000 higher than the aggregate accounts receivable and inventory on the December Adjustment Schedules, i.e. $12,114,000, the Cash Purchase Price shall be increased by $121,700 ($200,000 x (7,250,000/$11,914,000)) for an adjusted Purchase Price of $7,371,700. Conversely, if the aggregate accounts receivable and inventory on the Closing Adjustment Schedules is $200,000 lower than the aggregate accounts receivable and inventory on the December Adjustment Schedules, i.e. $11,714,000, the Cash Purchase Price shall be decreased by $121,700, for an adjusted Purchase Price of $7,128,300.

Closing Date Adjustment. (a) The purpose of the purchase price adjustment set forth in this Section 2.3 is Company has delivered to measure any changes in the Cash and Cash Equivalents, Working Capital, Indebtedness of the Company and the Company Subsidiaries, and Transaction Expenses, in each case from their respective targets and/or estimated amounts to the final amounts on the same accounting bases consistently applied to reflect transactions and/or events up to and conditions existing at the Closing Date. Not less than five (5) days prior to the Closing Date, Seller shall deliver to Buyer Parent a statement (the “Estimated Closing Statement”), which shall set ) setting forth a the Company’s good faith estimate of (iA) the Adjustment Amount (the “Estimated Adjustment Amount”), (B) Closing Cash and Cash Equivalents of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Cash and Cash EquivalentsCash”), (iiC) the Closing Indebtedness of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Indebtedness”), (iiiD) the Transaction Third Party Expenses (the “Estimated Transaction Third Party Expenses”), and (ivE) the Net Working Capital of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Net Working Capital”). The Estimated Closing Statement shall be have been prepared in a manner consistent accordance with (A) the definitions of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital set forth herein and provided in this Agreement. (Bb) the methodologies, practices and assumptions set forth in the Working Capital Schedule. Prior to the Closing, Seller shall (x) provide Buyer and its Representatives with reasonable access, during normal business hours and upon reasonable prior notice, to the (1) Books and Records and (2) senior employees and accountants of the Company and the Company Subsidiaries (as reasonably requested by Buyer) and (y) cooperate with Buyer in seeking to obtain work papers from SellerParent, the Company and the Company Subsidiaries pertaining Stockholder Representative acknowledge and agree that the Adjustment Amount may not be known as of the Closing Date and that the Estimated Adjustment Amount determined on the Closing Date may need to or used be adjusted subsequent to the Closing Date on the basis set forth herein. Accordingly, as soon as reasonably practicable, but not later than 90 days after the Closing Date, Parent shall prepare in connection good faith and deliver to the Stockholder Representative (i) Parent’s determination of the Closing Cash, Closing Indebtedness, Third Party Expenses and Net Working Capital, and (ii) a statement setting forth Parent’s resulting calculation of the Adjustment Amount (the “Parent Closing Statement”). Such estimates shall have been based on the Company’s books and records and have been prepared in accordance with the preparation Accounting Principles and the definitions provided in this Agreement. The Parent Closing Statement shall include a reconciliation of such amounts with the amounts set forth in the Estimated Closing Statement and provide Buyer with copies thereof shall set forth in reasonable detail (as reasonably requested and be accompanied by Buyer). Seller reasonable supporting documentation) the basis for any discrepancy or disagreement. (c) The Stockholder Representative and Buyer in good faith Parent will have the right to review all records, work papers and calculations, and shall seek have access to resolve any differences that they may have with respect to the computation of any such personnel and advisors of the items in Surviving LLC and Parent on reasonable advance notice and during regular working hours, that are reasonably necessary for the purpose of reviewing the Estimated Closing Statement, the Parent Closing Statement; provided that if Parent will be entitled to withhold portions of any such books, records, documents or other information or access from the Stockholder Representative the provision of which would, or would reasonably be likely to, (i) cause the attorney-client privilege thereof to be waived, (ii) result in the breach of any confidentiality agreement to which Parent or any of its Affiliates are bound, or (iii) unreasonably interfere with the operation of Parent, the Surviving LLC or their respective businesses. The Stockholder Representative will have 30 days after Parent delivers the Parent Closing Statement in which to notify Parent in writing (such notice, a “Closing Statement Dispute Notice”) of any discrepancy in, or disagreement with, any calculations supporting, or any items reflected on, the Parent Closing Statement (and specifying the amount in dispute and setting forth in reasonable detail the basis for such discrepancy or disagreement), and Parent and the Stockholder Representative shall negotiate in good faith to resolve such disputed items and, upon mutual agreement by Parent and the Stockholder Representative in writing, an appropriate adjustment will be made thereto. If the Stockholder Representative does not deliver a Closing Statement Dispute Notice to Parent during such 30 day period, the Parent Closing Statement will be deemed to be accepted in the form presented to the Stockholder Representative. If the Stockholder Representative timely delivers a Closing Statement Dispute Notice and Parent and the Stockholder Representative do not resolve, within 15 days after timely delivery of the Closing Statement Dispute Notice, any discrepancy or disagreement therein, the discrepancy or disagreement may be submitted by either party for review and final determination by the Designated Accounting Firm. The review by the Designated Accounting Firm will be limited to the discrepancies and disagreements set forth in the Closing Statement Dispute Notice, and the resolution of such discrepancies and disagreements and the determination of Closing Cash, Closing Indebtedness, Third Party Expenses and the Net Working Capital and the resulting calculation of the Adjustment Amount by the Designated Accounting Firm must be (A) in writing, (B) made in accordance with the Accounting Principles, (C) with respect to any specific discrepancy or disagreement, no greater than the higher amount calculated by Parent or the Stockholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Stockholder Representative as the case may be, (D) made as promptly as practical after the submission of such discrepancies and disagreements to the Designated Accounting Firm (but in no event later than 30 days after the date of submission), and (E) final and binding upon, and non-appealable by, the parties hereto and their respective successors and assigns for all purposes hereof, and not subject to collateral attack for any reason absent manifest error or fraud. The parties hereto acknowledge and agree that the Federal Rules of Evidence Rule 408 shall apply to Parent, the Surviving LLC and the Stockholder Representative during such thirty (30)-day period of negotiations and any subsequent dispute arising therefrom. The fees, costs and expenses of retaining the Designated Accounting Firm will be allocated between (x) the Stockholders and (y) Parent in inverse proportion as they may prevail on matters resolved by the Designated Accounting Firm, which proportion will be based on the amounts proposed by the Stockholder Representative and Parent. Following the resolution of all objections of the Stockholder Representative regarding the manner in which any item or items are unable to resolve all treated on the Parent Closing Statement, by mutual agreement or as determined by the Designated Accounting Firm, Parent will prepare the final statement reflecting such differences prior agreement or determination of the Adjustment Amount, including the Closing Cash, Closing Indebtedness, Third Party Expenses and Net Working Capital and will deliver copies thereof to the ClosingStockholder Representative and such final statement will be the “Final Closing Statement,” and, for the avoidance of doubt, the amounts final Adjustment Amount set forth in the Final Closing Statement will be the “Adjustment Amount.” (d) If the Adjustment Amount exceeds the Estimated Adjustment Amount used for the calculation of the Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing Cash and Cash Equivalents and Estimated Transaction Expenses as reflected in the Estimated Closing Statement shall be used for purposes of calculating the purchase price adjustment Merger Consideration on the Closing DateDate (such excess amount, the “Excess Amount”), then, within five (5) Business Days of the final determination of the Adjustment Amount, Parent shall deposit the Excess Amount, and Parent and the Stockholder Representative shall issue joint written instructions to the Escrow Agent to release the Adjustment Escrow Fund, in each case in accordance with the Spreadsheet, to the Paying Agent for further distribution to the Stockholders and to the Surviving LLC (or Parent, if the Surviving LLC no longer exists or does not have a payroll system at the time of payment) for further distribution to holders of Vested Company Options and holders of Company RSUs through the Surviving LLC’s payroll system (or Parent’s payroll system, as applicable), less any applicable income and employment withholding Taxes. (e) If the Adjustment Amount is less than the Estimated Adjustment Amount used for the calculation of the Estimated Merger Consideration on the Closing Date (such deficit amount, the “Shortfall Amount”), then Parent and the Stockholder Representative shall issue joint written instructions to the Escrow Agent to release the lesser of such Shortfall Amount and the balance of the Adjustment Escrow Fund from the Adjustment Escrow Fund to Parent, and to release any remaining balance, if any, of the Adjustment Escrow Fund (such amount, the “Remaining Adjustment Escrow Amount”) to the Paying Agent for further distribution to the Stockholders in accordance with the Spreadsheet; provided, however, to the extent the Adjustment Escrow Fund is insufficient to satisfy the Shortfall Amount, in such joint written instructions, Parent and the Stockholder Representative shall direct the Escrow Agent to release the balance of the Shortfall Amount from the Indemnity Escrow Fund to Parent. For the avoidance of doubt, recovery from the Escrow Funds shall be the sole and exclusive remedy available to Parent, the Surviving LLC and any of their respective Affiliates with respect to any Shortfall Amount.

Closing Date Adjustment. (a) The Company will deliver to Parent the Company’s good-faith estimate of the Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and a good-faith estimate of the corresponding Adjustment Amount no later than two Business Days prior to the Closing Date (the “Estimated Closing Date Net Working Capital Statement”). Such estimates will be based on the Company’s books and records, the good faith estimate of the management of the Company and other information then available. Parent will have the right to review the Estimated Closing Date Net Working Capital Statement and such supporting documentation or data of the Company as Parent may reasonably request. If Parent does not agree with the Estimated Closing Date Net Working Capital Statement, the Securityholders’ Representative and Parent will negotiate in good faith to mutually agree on an acceptable Estimated Closing Date Net Working Capital, and the Securityholders’ Representative will consider in good faith any proposed comments or changes that Parent may reasonably suggest; provided, however, that the failure to include in the Estimated Closing Date Net Working Capital any changes proposed by Parent, or the acceptance by Parent of the Estimated Closing Date Net Working Capital Statement, or the consummation of the Closing, will not limit or otherwise affect Parent’s remedies under this Agreement, including Parent’s right to include such changes or other changes in the Closing Date Net Working Capital Statement, or constitute an acknowledgment by Parent of the accuracy of the Estimated Closing Date Net Working Capital; provided, further, that the failure of Parent and the Securityholders’ Representative to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise fail to close the transactions contemplated hereunder, or otherwise delay the Closing; and the Estimated Closing Date Net Working Capital (i) delivered by the Company or (ii) as agreed to by the Securityholders’ Representative and Parent will be the figure used for purposes of determining the Estimated Adjustment Amount. (b) The Adjustment Amount used for the calculation of the Closing Merger Consideration on the Closing Date (the “Estimated Adjustment Amount”) will be based on the Estimated Closing Date Net Working Capital. Parent and the Company acknowledge and agree that the exact Adjustment Amount will not be known as of the Closing Date and that the Adjustment Amount determined on the Closing Date may need to be adjusted subsequent to the Closing Date on the basis set forth herein. Accordingly, no later than 90 days after the Closing Date, Parent will prepare and deliver to the Securityholders’ Representative (i) an unaudited balance sheet of the Company as of the Closing Date (the “Closing Date Balance Sheet”) prepared in accordance with GAAP and the Company’s past accounting methods, practices, policies and principles (including classification and estimation methodologies) (as adjusted by the terms of this Agreement), (ii) a determination of the Closing Date Net Working Capital, and (iii) a statement setting forth the determination of the resulting Adjustment Amount (the “Closing Date Net Working Capital Statement”), which will be accompanied by a description in reasonable detail of Parent’s differences with the Company’s determination of the Estimated Closing Date Net Working Capital. To the extent not set forth in the Closing Date Net Working Capital Statement, Parent shall be deemed to have accepted and agreed with the Company’s calculations of all other items and amounts contained in the Estimated Closing Date Net Working Capital Statement. If, for any reason, unless Parent has delivered written notice to the Securityholders’ Representative at least five days prior to the expiration of the 90-day time period required by this Section 1.5(b) that the Closing Date Net Working Capital Statement will be delayed no more than 30 calendar days following expiration of such 90-day period and the Company Securityholders are not materially prejudiced by such delay, the Parent fails to deliver the Closing Date Net Working Capital Statement within the time period required by this Section 1.5(b), the Estimated Closing Date Net Working Capital Statement delivered by the Company to the Parent prior to the Closing shall be considered for all purposes of this Agreement as being the “Closing Date Net Working Capital Statement” delivered by the Parent pursuant to this Section and the Securityholders’ Representative shall have all of its rights under this Section 1.5 with respect to such certificate. (c) The Securityholders’ Representative and Parent will have the right to review all records, work papers and calculations that are reasonably necessary for the purpose of reviewing the purchase price Estimated Closing Date Net Working Capital Statement, the Closing Date Balance Sheet and the Closing Date Net Working Capital Statement. The Securityholders’ Representative will have 30 days after Parent delivers the Closing Date Net Working Capital Statement and all of the aforementioned requested records, work papers and calculations in which to notify Parent in writing (such notice, a “Closing Date Net Working Capital Dispute Notice”) of any discrepancy in, or disagreement with, the items reflected on the Closing Date Net Working Capital Statement (and specifying the amount in dispute and setting forth in reasonable detail the basis for such discrepancy or disagreement), and upon agreement by Parent regarding the adjustment requested by the Securityholders’ Representative, an appropriate adjustment will be made thereto. If the Securityholders’ Representative does not deliver a Closing Date Net Working Capital Dispute Notice to Parent during such 30 day period, the Closing Date Net Working Capital Statement will be deemed to be accepted in the form presented to the Securityholders’ Representative. If the Securityholders’ Representative timely delivers a Closing Date Net Working Capital Dispute Notice and Parent and the Securityholders’ Representative do not agree, within 15 days after timely delivery of the Closing Date Net Working Capital Dispute Notice, to resolve any discrepancy or disagreement therein, the discrepancy or disagreement will be submitted for review and final determination by the Independent Accounting Firm. The Independent Accounting Firm will, to the extent reasonably practicable, be independent with respect to Parent and the Securityholders’ Representative. The review by the Independent Accounting Firm will be limited to the discrepancies and disagreements set forth in the Closing Date Net Working Capital Dispute Notice, and the resolution of such discrepancies and disagreements and the determination of the Closing Date Net Working Capital and the resulting Adjustment Amount by the Independent Accounting Firm must be (i) in writing, (ii) made in accordance with GAAP (as adjusted by the terms of this Agreement) in accordance with the Company’s past accounting methods, practices, policies and principles (including classification and estimation methodologies), (iii) with respect to any specific discrepancy or disagreement, no greater than the higher amount calculated by Parent or the Securityholders’ Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Securityholders’ Representative as the case may be, (iv) made as promptly as practical after the submission of such discrepancies and disagreements to the Independent Accounting Firm (but in no event later than 30 days after the date of submission), and (v) final and binding upon, and non-appealable by, the parties hereto and their respective successors and assigns for all purposes hereof, and not subject to collateral attack for any reason absent manifest error or fraud. The fees, costs and expenses of retaining the Independent Accounting Firm will be allocated between the Company Securityholders and Parent in inverse proportion as they may prevail on matters resolved by the Independent Accounting Firm, which proportion will be based on the amounts proposed by the Company Securityholders’ Representative and Parent. Following the resolution of all objections of the Securityholders’ Representative regarding the manner in which any item or items are treated on the Closing Date Net Working Capital Statement, by mutual agreement or Independent Accounting Firm, Parent will prepare the final Closing Date Net Working Capital Statement reflecting such resolution and will deliver copies thereof to the Securityholders’ Representative and such final Closing Date Net Working Capital Statement will be the “Final Closing Date Net Working Capital Statement,” and, for the avoidance of doubt, the final Adjustment Amount set forth in the Final Closing Date Net Working Capital Statement will be the “Final Adjustment Amount.” (d) If the Final Adjustment Amount exceeds the Estimated Adjustment Amount used for the calculation of the Closing Merger Consideration on the Closing Date (the “Positive Adjustment Amount”), then, within five Business Days of the final determination of the Final Adjustment Amount, Parent will deposit (i) with the Paying Agent for further distribution to the Company Stockholders and Company Warrantholders and (ii) with the Surviving Corporation for further distribution to the Company Optionholders through the Surviving Corporation’s payroll system, less any applicable income and employment withholding Taxes, the entire amount of such difference by wire transfer of immediately available funds in accordance with the Closing Consideration Spreadsheet. If the Estimated Adjustment Amount used for the calculation of the Closing Merger Consideration on the Closing Date exceeds the Final Adjustment Amount (the “Negative Adjustment Amount”), then, within five Business Days of the final determination of the Final Adjustment Amount, Parent will receive the amount of such excess by wire transfer of immediately available funds out of the Escrow Account, in accordance with the terms and conditions of the Escrow Agreement. If the Negative Adjustment Amount is equal to or greater than $1,000,000, the Company Securityholders will promptly, but in no event more than 30 calendar days after receipt of notice from the Parent of such depletion, which notice shall specify the amount that is required to be deposited by each Company Securityholder, deposit their Pro Rata Portions of the amount by which the Negative Adjustment Amount exceeds $1,000,000 into the Escrow Account with the Escrow Agent. For clarity, except for intentional fraud committed by one of the parties hereto, the process set forth in this Section 2.3 is to measure any changes in 1.5 shall be the Cash and Cash Equivalents, Working Capital, Indebtedness exclusive remedy of the Company Parent and the Company Subsidiaries, and Transaction Expenses, in each case from their respective targets and/or estimated amounts Securityholders’ Representative for disputes related to the final amounts on the same accounting bases consistently applied to reflect transactions and/or events up to and conditions existing at the Closing Date. Not less than five (5) days prior to the Closing Date, Seller shall deliver to Buyer a statement (the “Estimated Closing Statement”), which shall set forth a good faith estimate of (i) the Cash and Cash Equivalents of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Cash and Cash Equivalents”), (ii) the Indebtedness of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Indebtedness”), (iii) the Transaction Expenses (the “Estimated Transaction Expenses”), and (iv) the Working Capital of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Working Capital”). The Estimated Closing Statement shall be prepared in a manner consistent with (A) the definitions of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital set forth herein and (B) the methodologies, practices and assumptions set forth in the Working Capital Schedule. Prior to the Closing, Seller shall (x) provide Buyer and its Representatives with reasonable access, during normal business hours and upon reasonable prior notice, to the (1) Books and Records and (2) senior employees and accountants of the Company and the Company Subsidiaries (as reasonably requested by Buyer) and (y) cooperate with Buyer in seeking to obtain work papers from Seller, the Company and the Company Subsidiaries pertaining to or used in connection with the preparation of the Estimated Closing Statement Date Net Working Capital Statement, Closing Date Balance Sheet, Closing Date Working Capital Statement, Closing Date Net Working Capital Dispute Notice and provide Buyer with copies thereof (as reasonably requested by Buyer). Seller and Buyer in good faith shall seek to resolve any differences that they may have with respect to the computation of any of the items in the Estimated Closing Statement; provided that if the parties are unable to resolve all such differences prior to the Closing, the amounts of the Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing Cash and Cash Equivalents and Estimated Transaction Expenses as reflected in the Estimated Closing Statement shall be used for purposes of calculating the purchase price adjustment on the Closing Dateset forth therein.

Closing Date Adjustment. The purpose of the purchase price adjustment set forth in this Section 2.3 is to measure any changes in the Cash and Cash Equivalents, Working Capital, Indebtedness of the Company and the Company Subsidiaries, and Transaction Expenses, in each case from their respective targets and/or estimated amounts to the final amounts on the same accounting bases consistently applied to reflect transactions and/or events up to and conditions existing at the Closing Date. Not less than (i) At least five (5) days Business Days prior to the Closing Date, Seller the Company shall deliver prepare and deliver, or shall cause to Buyer be prepared and delivered, to the Parent a statement (the “Estimated Closing Transaction Expense Statement”)) setting forth, which shall set forth a and accompanied by reasonably detailed backup documentation, the Company’s calculation of its good faith estimate of (i) the Cash and Cash Equivalents of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Cash and Cash Equivalents”), (ii) the Indebtedness of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Indebtedness”), (iii) the Transaction Expenses (the “Estimated Transaction Expenses”), setting forth each such expense in reasonable detail and indicating whether such expense (A) constitutes a Covered Transaction Expense or an Excess Transaction Expense (the amount that is the sum of such Excess Transaction Expenses the “Estimated Excess Transaction Expenses”), and (ivB) if such expense constitutes a Covered Transaction Expense, categorizing each expense by the appropriate category thereunder. Notwithstanding anything herein to the contrary, to the extent the sum of (x) any Final Excess Net Debt Amount (as finally determined pursuant to Section 2.13(b)), plus (y) any Estimated Excess Transaction Expenses included in the Estimated Transaction Expense Statement exceed the Barge Rig Holdback Amount, (1) the Working Capital Merger Consideration delivered at Closing shall be reduced by an amount of shares of Parent Common Stock with an aggregate value, each share priced at the Closing Price, equal to such aggregate excess amount and (2) the Parent shall cause the Surviving Entity to retain the full Barge Rig Holdback Amount from and after Closing (unless, in accordance Section 2.13(c)(iii), the Final Adjustment Amount is less than the amount of the Company Barge Rig Holdback Amount). (ii) Within thirty (30) days following the Closing, the Parent shall prepare and deliver to the Company Subsidiaries as Stockholder Representative a statement (the “Final Transaction Expense Statement”), which shall include a calculation of the Closing Transaction Expenses, setting forth each such expense in reasonable detail and indicating whether such expense (A) constitutes a Covered Transaction Expense or an Excess Transaction Expense (the sum of such Excess Transaction Expenses the “Final Excess Transaction Expenses”), and (B) if such expense constitutes a Covered Transaction Expense, categorizing each expense by the appropriate category thereunder. The Stockholder Representative shall have a period of thirty (30) days after delivery of the Final Transaction Expense Statement to review such documents and make any objections in writing to the Parent (the “Estimated Closing Working CapitalTransaction Expense Objection Notice”); provided, that the Transaction Expense Objection Notice shall specify the amount of each such objection along with a reasonable basis and supporting documentation to substantiate each such objection. The Estimated Closing Statement objection and dispute procedures set forth in Section 2.13(b)(ii) shall apply to this Section 2.13(c) mutatis mutandis; provided, however, that any fees of the Auditor that would be allocated to the Stockholders with respect to any Transaction Expense dispute pursuant to this Section 2.13(c)(ii) shall be prepared in a manner consistent with deemed and treated as Excess Transaction Expenses. (iii) If the sum of (A) the definitions amount of Cash and Cash Equivalentsthe Final Excess Net Debt Amount as finally determined pursuant to Section 2.13(b), Indebtedness, Transaction Expenses, and Working Capital set forth herein and plus (B) the methodologiesFinal Excess Transaction Expenses as finally determined pursuant to this Section 2.13(c) (the “Final Adjustment Amount”) is less than the amount of the Barge Rig Holdback Amount, practices and assumptions then within five (5) Business Days following the expiration of the Barge Rig Holdback Period, subject to any adjustment pursuant to the set-off rights set forth in the Working Capital Schedule. Prior to the ClosingSection 8.3, Seller shall (x) provide Buyer and its Representatives with reasonable access, during normal business hours and upon reasonable prior notice, to the (1) Books and Records the Parent shall cause the Surviving Entity to retain an amount equal to the Final Adjustment Amount from the amount of the Barge Rig Holdback Amount and (2) senior employees and accountants the Parent shall cause the Surviving Entity to distribute the remaining amount of the Company Barge Rig Holdback Amount, if any, as directed by the Stockholder Representative (x) to the Stockholder Representative for any Representative Costs and the Company Subsidiaries (as reasonably requested by Buyer) Expenses and (y) cooperate with Buyer in seeking after deduction for amounts distributed to obtain work papers from Sellerthe Stockholder Representative pursuant to clause (x), to the Company Exchange Agent (for further distribution to the Stockholders and the Company Subsidiaries pertaining Converted Equity Holders) by wire transfer of immediately available funds to the account designated by the Exchange Agent in writing. If the Final Adjustment Amount is equal to or used in connection with greater than the preparation amount of the Estimated Closing Statement and provide Buyer with copies thereof (as reasonably requested by Buyer). Seller and Buyer in good faith Barge Rig Holdback Amount, then the Parent shall seek cause the Surviving Entity to resolve any differences that they may have with respect to retain the computation of any full amount of the items in the Estimated Closing Statement; provided that if the parties are unable to resolve all such differences prior to the Closing, the amounts of the Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing Cash and Cash Equivalents and Estimated Transaction Expenses as reflected in the Estimated Closing Statement shall be used for purposes of calculating the purchase price adjustment on the Closing DateBarge Rig Holdback Amount.

Closing Date Adjustment. The purpose of the purchase price adjustment set forth in this Section 2.3 is to measure any changes in the Cash and Cash Equivalents, Working Capital, Indebtedness of the Company and the Company Subsidiaries, and Transaction Expenses, in each case from their respective targets and/or estimated amounts to the final amounts on the same accounting bases consistently applied to reflect transactions and/or events up to and conditions existing at the Closing Date. Not less than five (5) two business days prior to before the Closing Date, Seller shall deliver to Buyer a statement (the “Estimated Closing Statement”)Sellers shall, which shall set forth a in good faith estimate of (i) the Cash and Cash Equivalents of the Company in accordance with GAAP and the Company Subsidiaries as of the Closing (the “Estimated Closing Cash and Cash Equivalents”), (ii) the Indebtedness of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Indebtedness”), (iii) the Transaction Expenses (the “Estimated Transaction Expenses”), and (iv) the Working Capital of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Working Capital”). The Estimated Closing Statement shall be prepared in a manner consistent with the Prior Balance Sheets, prepare an estimated balance sheet (Athe "Estimated Balance Sheet") the definitions of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital set forth herein and (B) the methodologies, practices and assumptions set forth in the Working Capital Schedule. Prior to the Closing, Seller shall (x) provide Buyer and its Representatives with reasonable access, during normal business hours and upon reasonable prior notice, to the (1) Books and Records and (2) senior employees and accountants Sellers as of the Company and open of business on the Company Subsidiaries (as reasonably requested by Buyer) and (y) cooperate with Buyer in seeking to obtain work papers from Seller, the Company and the Company Subsidiaries pertaining to or used in Closing Date on a reasonable basis using Sellers then best available financial information. In connection with the preparation of the Estimated Balance Sheet on a mutually agreed upon date prior to the Closing Statement Date, Sellers and provide Buyer, including their respective representatives, shall observe a full physical count by Sellers of all inventory of Sellers. The Estimated Balance Sheet shall be prepared on a basis consistent with the Prior Balance Sheets, and shall, among other things, estimate Accounts Receivable, Inventory and Pre-Paid Expenses ("Estimated Accounts Receivable," "Estimated Inventory" and "Estimated Pre-Paid Expenses" respectively, and collectively, the "Closing Date Estimates"); provided, however, that if Buyer does not agree with copies thereof (as reasonably requested any or all of the Closing Date Estimates prepared by Buyer). Seller and Sellers, Buyer may, in its discretion, in good faith and in accordance with GAAP, estimate any or all of Accounts Receivable, Inventory and Pre- Paid Expenses of Sellers as of the open of business on the Closing Date, and in such event, for purposes of this section, the Closing Date Estimates shall seek be deemed to resolve any differences that they may have with respect be equal to the computation average of any of the items in the Estimated Closing Statement; provided that if the parties are unable to resolve all such differences prior to Sellers' and Buyer's good faith determination thereof. At the Closing, the amounts Purchase Price will be increased (if such amount is positive) or decreased (if such amount is negative), dollar-for-dollar, by the following amount (the "Closing Date Adjustment"): the sum of (a) the result of Estimated Accounts Receivable minus $22,565,000, multiplied by .90, (b) the result of Estimated Inventory minus $32,283,000, multiplied by .70 and (c) the result of Estimated Pre- Paid Expenses minus $1,053,000. In preparing the Estimated Closing Working CapitalBalance Sheet, Sellers shall exclude (i) any Accounts Receivable that are not owned, legally and beneficially, 100% by Sellers or by CIT, (ii) any Pre-Paid Expenses representing fees or other expenses arising in or related to the Chapter 11 Case, and (iii) the Excluded Assets, and Sellers shall include in Estimated Closing Indebtedness, Estimated Closing Cash and Cash Equivalents and Estimated Transaction Expenses as reflected in Inventory the Estimated Closing Statement shall be used for purposes of calculating the purchase price adjustment on the Closing DateUnsold Brooks Finished Inventory.

Closing Date Adjustment. (a) The purpose Company will deliver to Parent the Company’s good-faith estimate of the purchase price adjustment set forth in this Section 2.3 is to measure any changes in Net Working Capital (the Cash and Cash Equivalents, “Estimated Net Working Capital”) and a good-faith estimate of the corresponding Adjustment Amount no later than three Business Days prior to the Closing Date (the “Estimated Net Working Capital Statement”). Such estimates will be based on the Company’s books and records, Indebtedness the best estimate of the management of the Company and other information then available. Parent will have the right to review the Estimated Net Working Capital Statement and such supporting documentation or data of the Company Subsidiariesas Parent may reasonably request. If Parent does not agree with the Estimated Net Working Capital Statement, the Stockholder Representative and Parent will negotiate in good faith to mutually agree on an acceptable Estimated Net Working Capital, and Transaction Expensesthe Stockholder Representative will consider in good faith any proposed comments or changes that Parent may reasonably suggest; provided, however, that the failure to include in each case from their respective targets and/or estimated amounts the Estimated Net Working Capital any changes proposed by Parent, or the acceptance by Parent of the Estimated Net Working Capital Statement, or the consummation of the Closing, will not limit or otherwise affect Parent’s remedies under this Agreement, including Parent’s right to include such changes or other changes in the Parent Net Working Capital Statement, or constitute an acknowledgment by Parent of the accuracy of the Estimated Net Working Capital; provided, further, that the failure of Parent and the Stockholder Representative to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise fail to close the transactions contemplated hereunder, and the Estimated Net Working Capital (i) delivered by the Company or (ii) as agreed to by the Stockholder Representative and Parent will be the figure used for purposes of determining the Estimated Adjustment Amount. (b) The Adjustment Amount used for the calculation of the Total Consideration on the Closing Date (the “Estimated Adjustment Amount”) will be based on the Estimated Net Working Capital. Parent and the Company acknowledge and agree that the exact Adjustment Amount will not be known as of the Closing Date and that the Adjustment Amount determined on the Closing Date may need to be adjusted subsequent to the final amounts Closing Date on the same accounting bases consistently applied to reflect transactions and/or events up to and conditions existing at the Closing Datebasis set forth herein. Not less Accordingly, no later than five (5) 90 days prior to after the Closing Date, Seller shall Parent will prepare and deliver to Buyer a statement (the “Estimated Closing Statement”), which shall set forth a good faith estimate of Stockholder Representative (i) the Cash and Cash Equivalents an unaudited balance sheet of the Company and the Company Subsidiaries as of the Closing Date (the “Estimated Parent Closing Cash Date Balance Sheet”) prepared in accordance with GAAP and Cash Equivalents”the Company’s past practices in the manner set forth on Schedule 1.8(b) (as adjusted by the terms of this Agreement), (ii) the Indebtedness a determination of the Company Net Working Capital, and (iii) a statement setting forth the Company Subsidiaries as determination of the Closing resulting Adjustment Amount (the “Parent Net Working Capital Statement”). If Parent fails to deliver a Parent Closing Date Balance Sheet and Parent Net Working Capital Statement within such 90 day period, the Estimated Net Working Capital Statement will be deemed to be accepted in the form presented to the Parent and the Adjustment Escrow Fund shall be immediately released. For the avoidance of doubt, in the event of a conflict between the Company’s past practices and the methodologies set forth on Schedule 1.8(b), Schedule 1.8(b) shall control. (c) The Stockholder Representative and Parent will have the right to review all records, work papers and calculations that are reasonably necessary for the purpose of reviewing the Estimated Net Working Capital Statement, the Parent Closing IndebtednessDate Balance Sheet and the Parent Net Working Capital Statement. The Stockholder Representative will have 30 days after Parent delivers the Parent Net Working Capital Statement in which to notify Parent in writing (such notice, a “Net Working Capital Dispute Notice”) of any discrepancy in, or disagreement with, the items reflected on the Parent Net Working Capital Statement (and specifying the amount in dispute and setting forth in reasonable detail the basis for such discrepancy or disagreement), and upon agreement by Parent regarding the adjustment requested by the Stockholder Representative, an appropriate adjustment will be made thereto. If the Stockholder Representative does not deliver a Net Working Capital Dispute Notice to Parent during such 30-day period, the Parent Net Working Capital Statement will be deemed to be accepted in the form presented to the Stockholder Representative. If the Stockholder Representative timely delivers a Net Working Capital Dispute Notice and Parent and the Stockholder Representative do not agree, within 15 days after timely delivery of the Net Working Capital Dispute Notice, to resolve any discrepancy or disagreement therein, the discrepancy or disagreement will be submitted for review and final determination by the Independent Accounting Firm. The review by the Independent Accounting Firm will be limited to the discrepancies and disagreements set forth in the Net Working Capital Dispute Notice, and the resolution of such discrepancies and disagreements and the determination of the Net Working Capital and the resulting Adjustment Amount by the Independent Accounting Firm must be (i) in writing, (ii) made in accordance with GAAP (as adjusted by the terms of this Agreement) in accordance with the Company’s past practices in the manner set forth on Schedule 1.8(b), (iii) with respect to any specific discrepancy or disagreement, no greater than the Transaction Expenses higher amount calculated by Parent or the Stockholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Stockholder Representative as the case may be, (iv) made as promptly as practical after the “Estimated Transaction Expenses”submission of such discrepancies and disagreements to the Independent Accounting Firm (but in no event later than 30 days after the date of submission), and (ivv) final and binding upon, and non-appealable by, the parties hereto and their respective successors and assigns for all purposes hereof, and not subject to collateral attack for any reason absent manifest error or fraud. The fees, costs and expenses of retaining the Independent Accounting Firm will be allocated between the holders of the Total Outstanding Shares and Parent in inverse proportion as they may prevail on matters resolved by the Independent Accounting Firm, which proportion will be based on the amounts proposed by the Stockholder Representative and Parent. Following the resolution of all objections of the Stockholder Representative regarding the manner in which any item or items are treated on the Parent Net Working Capital Statement, by mutual agreement or Independent Accounting Firm, Parent will prepare the final statement of Net Working Capital reflecting such resolution and will deliver copies thereof to the Company Stockholder Representative and the Company Subsidiaries as such final statement of the Closing (Net Working Capital will be the “Estimated Closing Working Capital”). The Estimated Closing Statement shall be prepared in a manner consistent with (A) the definitions of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Final Net Working Capital set forth herein and (B) Statement,” and, for the methodologiesavoidance of doubt, practices and assumptions the final Adjustment Amount set forth in the Final Net Working Capital Schedule. Prior to Statement will be the Closing, Seller shall “Final Adjustment Amount.” (xd) provide Buyer and its Representatives with reasonable access, during normal business hours and upon reasonable prior notice, to If the (1) Books and Records and (2) senior employees and accountants Final Adjustment Amount exceeds the Estimated Adjustment Amount used for the calculation of the Company and the Company Subsidiaries (as reasonably requested by Buyer) and (y) cooperate with Buyer in seeking to obtain work papers from Seller, the Company and the Company Subsidiaries pertaining to or used in connection with the preparation of the Estimated Closing Statement and provide Buyer with copies thereof (as reasonably requested by Buyer). Seller and Buyer in good faith shall seek to resolve any differences that they may have with respect to the computation of any of the items in the Estimated Closing Statement; provided that if the parties are unable to resolve all such differences prior to the Closing, the amounts of the Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing Cash and Cash Equivalents and Estimated Transaction Expenses as reflected in the Estimated Closing Statement shall be used for purposes of calculating the purchase price adjustment Total Consideration on the Closing Date, then, within five (5) Business Days of the final determination of the Final Adjustment Amount, Parent shall deposit the entire amount of such difference with, and Parent and the Stockholder Representative shall issue joint written instructions to the Escrow Agent to release the Adjustment Escrow Fund to, (i) the Paying Agent for further distribution to the Stockholders and former holders of Company Warrants and (ii) the Surviving Corporation (or Parent, if the Surviving Corporation no longer exists or does not have a payroll system at the time of payment) for further distribution to holders of Vested Company Options through the Surviving Corporation’s payroll system (or Parent’s payroll system, as applicable), net of any applicable withholding Taxes pursuant to Section 1.9, less any applicable income and employment withholding Taxes, in each case in accordance with the Spreadsheet. (e) If the Estimated Adjustment Amount used for the calculation of the Total Consideration on the Closing Date exceeds the Final Adjustment Amount, then Parent and the Stockholder and the Stockholder Representative shall issue joint written instructions to the Escrow Agent to release the amount of such excess from Adjustment Escrow Fund to Parent, and to release the remaining balance of the Adjustment Escrow Fund (if any) to (i) the Paying Agent for further distribution to the Stockholders and former holders of Company Warrants and (ii) the Surviving Corporation for further distribution to holders of Vested Company Options through the Surviving Corporation’s payroll system, less any applicable income and employment withholding Taxes, in each case in accordance with the Spreadsheet.

Closing Date Adjustment. The purpose of the purchase price adjustment set forth in this Section 2.3 is (a) At least two (2) Business Days prior to measure any changes in the Cash and Cash EquivalentsClosing, Working Capital, Indebtedness of the Company and the Company Subsidiaries, and Transaction Expenses, in each case from their respective targets and/or estimated amounts to the final amounts on the same accounting bases consistently applied to reflect transactions and/or events up to and conditions existing at the Closing Date. Not less than five (5) days prior to the Closing Date, Seller shall deliver to Buyer Parent a statement (the “Estimated Closing Statement”), which shall set ) setting forth a good good-faith estimate estimation of (iA) the Cash Net Working Capital (the “Estimated Net Working Capital”) and Cash Equivalents of the Company and the Company Subsidiaries as of (B) the Closing Cash (the “Estimated Closing Cash and Cash EquivalentsCash”), (ii) the Indebtedness of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Indebtedness”)Determination Time and how such amounts are calculated, (iii) the Transaction Expenses (the “Estimated Transaction Expenses”), and (iv) the Working Capital of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Working Capital”). The Estimated Closing Statement which shall be prepared in a manner consistent accordance with (A) the definitions of Net Working Capital and Closing Cash, respectively, provided in this Agreement and reasonably acceptable to Parent. The Closing Cash amount will remain on the balance sheet for use in the business on and after the Closing Date. For the avoidance of doubt, the Aggregate Merger Consideration shall be paid on an estimated basis at the Closing based on the Estimated Net Working Capital and the Estimated Closing Cash and Cash Equivalents, Indebtedness, Transaction Expenses, shall be subject to adjustment and Working Capital set forth herein and true-up as provided in this Section 1.9. (Bb) the methodologies, practices and assumptions set forth in the Working Capital Schedule. Prior to the Closing, Seller shall (x) provide Buyer and its Representatives with reasonable access, during normal business hours and upon reasonable prior notice, to the (1) Books and Records and (2) senior employees and accountants of the Company and the Company Subsidiaries (as reasonably requested by Buyer) and (y) cooperate with Buyer in seeking to obtain work papers from SellerParent, the Company and the Company Subsidiaries pertaining Stockholder Representative acknowledge and agree that the Net Working Capital and the Closing Cash as of the Determination Time may be different from the Estimated Net Working Capital and the Estimated Closing Cash, respectively. Accordingly, as soon as reasonably practicable, but not later than ninety (90) days after the Closing Date, Parent shall prepare in good faith and deliver to or used the Stockholder Representative (i) Parent’s determination of the Net Working Capital and the Closing Cash as of the Determination Time, and (ii) a statement setting forth Parent’s resulting calculation of the Adjustment Amount, together with reasonable detailed supporting documentation therefor (the “Parent Closing Statement”). Such estimates shall be based on the Company’s books and records and have been prepared in connection accordance with GAAP and the definitions provided in this Agreement. The Parent Closing Statement shall include a reconciliation of such amounts with the preparation of amounts set forth in the Estimated Closing Statement and provide Buyer with copies thereof shall set forth in reasonable detail (as reasonably requested and be accompanied by Buyer)reasonable supporting documentation) the basis for any discrepancy or disagreement. Seller and Buyer in good faith shall seek to resolve any differences that they may have with respect If Parent does not deliver the Parent Closing Statement to the computation of any of Stockholder Representative within ninety (90) days after the items in Closing Date, then, the Adjustment Amount, the Estimated Net Working Capital and the Estimated Closing Statement; provided that if the parties are unable to resolve all such differences prior to the Closing, the amounts of the Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing Cash and Cash Equivalents and Estimated Transaction Expenses as reflected included in the Estimated Closing Statement shall become final and binding upon the parties hereto as the final Adjustment Amount, the final Net Working Capital and the final Closing Cash for all purposes hereunder. (c) The Stockholder Representative and Parent will have the right to review all records, work papers and calculations, and shall have access to such personnel and advisors of the Surviving LLC and Parent on reasonable advance notice and during regular working hours, that are reasonably necessary for the purpose of reviewing the Estimated Closing Statement and the Parent Closing Statement; provided that Parent and the Stockholder Representative will be used entitled to withhold portions of any such books, records, documents or other information or access from the Stockholder Representative or Parent, as applicable, the provision of which would, or would reasonably be likely, to cause the attorney-client privilege thereof to be waived. The Stockholder Representative will have thirty (30) days after Parent delivers the Parent Closing Statement in which to notify Parent in writing (such notice, a “Closing Statement Dispute Notice”) of any discrepancy in, or disagreement with, any calculations supporting, or any items reflected on, the Parent Closing Statement (and specifying the amount in dispute and setting forth in reasonable detail the basis for such discrepancy or disagreement), and Parent and the Stockholder Representative shall negotiate in good faith to resolve such disputed items and, upon mutual agreement by Parent and the Stockholder Representative in writing, an appropriate adjustment will be made thereto. If the Stockholder Representative does not deliver a Closing Statement Dispute Notice to Parent during such thirty (30) day period, the Parent Closing Statement will be deemed to be accepted in the form presented to the Stockholder Representative and the Adjustment Amount, the Net Working Capital and the Closing Cash included in the Parent Closing Statement shall become final and binding upon the parties hereto as the final Adjustment Amount, the final Net Working Capital and the final Closing Cash for all purposes hereunder. If the Stockholder Representative timely delivers a Closing Statement Dispute Notice and Parent and the Stockholder Representative do not resolve, within fifteen (15) days after timely delivery of calculating the purchase price adjustment Closing Statement Dispute Notice, any discrepancy or disagreement therein, the discrepancy or disagreement may be submitted by either party for review and final determination by the Designated Accounting Firm. The parties hereto acknowledge and agree that the Federal Rules of Evidence Rule 408 shall apply to Parent, the Surviving LLC and the Stockholder Representative during such fifteen (15)-day period of negotiations. The review by the Designated Accounting Firm will be limited to the discrepancies and disagreements set forth in the Closing Statement Dispute Notice, and the resolution of such discrepancies and disagreements and the determination of the Net Working Capital and the Closing Cash and (A) the resulting calculation of the Adjustment Amount by the Designated Accounting Firm must be in writing, (B) made in accordance with GAAP and the definitions set forth herein, (C) with respect to any specific discrepancy or disagreement, no greater than the higher amount calculated by Parent or the Stockholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Stockholder Representative as the case may be, (D) made as promptly as practical after the submission of such discrepancies and disagreements to the Designated Accounting Firm (but in no event later than thirty (30) days after the date of submission), (E) be based solely on written presentations by Parent and Stockholder Representative that are in accordance with the guidelines and procedures set forth in this Agreement and not on the basis of an independent review, and (F) final and binding upon, and non-appealable by, the parties hereto and their respective successors and assigns for all purposes hereof, and not subject to collateral attack for any reason absent manifest error or fraud. The fees, costs and expenses of retaining the Designated Accounting Firm will be allocated between (x) the Contributing Equityholders and (y) Parent in inverse proportion as they may prevail on matters resolved by the Designated Accounting Firm, which proportion will be based on the amounts proposed by the Stockholder Representative and Parent. Following the resolution of all objections of the Stockholder Representative regarding the manner in which any item or items are treated on the Parent Closing DateStatement, by mutual agreement or as determined by the Designated Accounting Firm, Parent will prepare the final statement reflecting such agreement or determination of the Adjustment Amount, the Net Working Capital and the Closing Cash and will deliver copies thereof to the Stockholder Representative and such final statement will be the final Closing Statement, and, for the avoidance of doubt, the Adjustment Amount, the Net Working Capital and the Closing Cash set forth in such final Closing Statement will be the final Adjustment Amount, the final Net Working Capital and the final Closing Cash. (d) If the final Adjustment Amount reflects a positive adjustment (such positive adjustment amount, the “Excess Amount”), then Parent and the Stockholder Representative shall issue joint written instructions to the Escrow Agent to release the Adjustment Escrow Fund within five (5) Business Days of the final determination of the Adjustment Amount and Parent shall deposit the Excess Amount in cash or shares of Parent Common Stock valued at the Parent Trading Price per share, at Parent’s choice, within five (5) Business Days of the final determination of the Adjustment Amount with the Paying Agent for further distribution to the Contributing Equityholders based on their Escrow Pro Rata Portions in accordance with the Spreadsheet. (e) If the final Adjustment Amount reflects a negative adjustment (such negative amount, the “Shortfall Amount”), then Parent and the Stockholder Representative shall issue joint written instructions to the Escrow Agent to release the lesser of such (i) Shortfall Amount divided by the Parent Trading Price (“Shortfall Amount Shares”) and (ii) the balance of the Purchase Price Adjustment Escrow Fund from the Purchase Price Adjustment Escrow Fund to Parent, and to release any remaining balance, if any, of the Purchase Price Adjustment Escrow Fund to the Paying Agent for further distribution to the Contributing Equityholders based on their Escrow Pro Rata Portions in accordance with the Spreadsheet; provided, however, to the extent the Purchase Price Adjustment Escrow Fund is insufficient to satisfy the Shortfall Amount Shares, in such joint written instructions, Parent and the Stockholder Representative shall direct the Escrow Agent to release the balance of the Shortfall Amount Shares from the Indemnity Escrow Fund to Parent. For the avoidance of doubt, recovery from these Escrow Funds shall be the sole and exclusive remedy available to Parent, the Surviving LLC and any of their respective Affiliates with respect to any Shortfall Amount.

Closing Date Adjustment. The purpose of the purchase price adjustment set forth in this Section 2.3 is to measure any changes in the Cash and Cash Equivalents, Working Capital, Indebtedness Capital and Company Fees and Expenses of the Company and the Company Subsidiaries, and Transaction Expenses, in each case Subsidiaries from their the respective targets target and/or estimated amounts to the final amounts on the same accounting bases basis consistently applied to reflect transactions and/or events up to and conditions existing at the Closing Date. Not less than five two (52) days Business Days prior to the Closing Date, Seller shall deliver to Buyer a statement an estimated balance sheet for the Company and the Company Subsidiaries as of the Effective Time (the “Estimated Closing StatementBalance Sheet”), which shall set forth ) and a good faith estimate computation of (i) the Cash and Cash Equivalents of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Cash and Cash Equivalents”), (ii) the Indebtedness of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Indebtedness”), (iii) the Transaction Expenses (the “Estimated Transaction Expenses”), and (iv) the Working Capital of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Working Capital”) based upon such Estimated Closing Balance Sheet, as well as a listing (including amounts) of the Company Fees and Expenses which will remain unpaid at the Effective Time (the “Estimated Unpaid Company Fees and Expenses”). The Estimated Closing Statement Balance Sheet shall be prepared in a manner consistent with (Ai) the definitions of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, Equivalents and Working Capital set forth herein herein, and (Bii) the methodologies, practices and assumptions used in preparing the Base Balance Sheet set forth on Schedule I, as applicable and (iii) GAAP (provided, that in the event of any conflict between GAAP and the methodologies, practices and assumptions used in preparing the Base Balance Sheet, the methodologies, practices and assumptions set forth in the Working Capital Scheduleon Schedule I shall govern and control). Prior to the Closing, Seller shall (x) provide Buyer and its Representatives with reasonable access, during normal business hours and upon reasonable prior notice, to the (1) Books and Records and (2) senior employees and accountants of the Company and the Company Subsidiaries (as reasonably requested by Buyer) and (y) cooperate with Buyer in seeking to obtain work papers from SellerThe Estimated Closing Balance Sheet, the Company and the Company Subsidiaries pertaining to or used in connection with the preparation computations of the Estimated Closing Statement and provide Buyer with copies thereof (as reasonably requested by Buyer). Seller and Buyer in good faith shall seek to resolve any differences that they may have with respect to the computation of any of the items in the Estimated Closing Statement; provided that if the parties are unable to resolve all such differences prior to the Closing, the amounts of the Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing Cash and Cash Equivalents and Estimated Transaction Expenses as reflected in Closing Working Capital based upon such Estimated Closing Balance Sheet, and the Estimated Closing Statement Unpaid Company Fees and Expenses shall be used conclusive for purposes of calculating the purchase price calculation of the Net Purchase Price payable at the Closing, but shall be subject to adjustment on after the Closing Datepursuant to this Section 2.3.

Closing Date Adjustment. The purpose of At the purchase price adjustment Closing, the Purchase Price will be adjusted on a dollar for dollar basis as set forth in this Section 2.3 is to measure any changes in the Cash and Cash Equivalents, Working Capital, Indebtedness of the Company and the Company Subsidiaries, and Transaction Expenses, in each case from their respective targets and/or estimated amounts to the final amounts on the same accounting bases consistently applied to reflect transactions and/or events up to and conditions existing at the Closing Date3.3. Not more than ten (10) Business Days, but in no event less than five three (53) days prior to Business Days, before the Closing Date, the Seller shall deliver to Buyer a shall, in good faith, prepare an estimated statement (the “Estimated Closing Statement”), which shall set forth a good faith estimate of (i) the Cash and Cash Equivalents of the Company and the Company Subsidiaries Net Working Capital as of the open of business on the Closing Date consistent with the Seller's past practices, using the Seller's then available financial information (the “"Estimated Closing Cash and Cash Equivalents”), (iiNet Working Capital Statement") the Indebtedness of the Company and the Company Subsidiaries as of such date. If the Closing (the “Estimated Closing Indebtedness”), (iii) the Transaction Expenses (the “Estimated Transaction Expenses”), and (iv) the estimated Net Working Capital is $2,000,000 or less, the Buyer shall accept the Estimated Net Working Capital Statement for purposes of adjusting the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Working Capital”Cash Purchase Price pursuant to this Section 3.3(a). The Estimated Closing Statement shall be prepared in a manner consistent with (A) If the definitions of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and estimated Net Working Capital set forth herein and (B) the methodologies, practices and assumptions set forth in the Working Capital Schedule. Prior to the Closing, Seller shall (x) provide Buyer and its Representatives with reasonable access, during normal business hours and upon reasonable prior notice, to the (1) Books and Records and (2) senior employees and accountants of the Company and the Company Subsidiaries (as reasonably requested by Buyer) and (y) cooperate with Buyer in seeking to obtain work papers from Selleris greater than $2,000,000, the Company and the Company Subsidiaries pertaining to or used in connection with the preparation Buyer shall, not later than three (3) calendar days after receipt of the Estimated Closing Statement Net Working Capital Statement, provide the Seller with a list of those items, if any, to which the Buyer takes exception and provide Buyer with copies thereof the Buyer's proposed adjustments (as reasonably requested by the "Buyer's Adjustments"). Seller and If the Buyer in good faith shall seek fails to resolve any differences that they may have with respect to deliver the computation of any of the items in the Estimated Closing Statement; provided that if the parties are unable to resolve all such differences prior to the Closing, the amounts Buyer's Adjustments within three (3) calendar days following receipt of the Estimated Closing Net Working CapitalCapital Statement, Estimated Closing Indebtedness, Estimated Closing Cash and Cash Equivalents and Estimated Transaction Expenses as reflected in the Buyer shall be deemed to have accepted the Estimated Closing Statement Net Working Capital Statement. If the Seller does not give the Buyer notice of objections within one (1) calendar day following receipt of the Buyer's Adjustments, the Seller shall be used deemed to have accepted the Buyer's Adjustments for purposes of calculating determining the purchase price adjustment Estimated Net Working Capital Statement. If the Seller gives the Buyer notice of objections to the Buyer's Adjustments, and if the Buyer and the Seller are unable, within one (1) calendar day after receipt by the Buyer of the notice by the Seller of objections to resolve the disputed exceptions, the Estimated Net Working Capital shall be deemed equal to the average of the Seller's and the Buyer's good faith determination thereof. If the Estimated Net Working Capital is less than Zero Dollars ($0), the Purchase Price shall be decreased on a dollar for dollar basis by the Closing Dateamount of such deficiency (the "Estimated Deficiency"). If the Estimated Net Working Capital is greater than Zero Dollars ($0), the Purchase Price shall be increased on a dollar for dollar basis by the amount of such surplus (the "Estimated Surplus").

Closing Date Adjustment. The purpose of the purchase price adjustment set forth in this Section 2.3 is Company shall deliver to measure any changes in the Cash and Cash Equivalents, Working Capital, Indebtedness of the Company and the Company Subsidiaries, and Transaction Expenses, in each case from their respective targets and/or estimated amounts to the final amounts on the same accounting bases consistently applied to reflect transactions and/or events up to and conditions existing Buyer (a) at the Closing Date. Not less than five least three (53) days Business Days prior to the Closing Date, Seller shall deliver to Buyer a statement (the “Estimated Closing Statement”), which shall set forth a be prepared in good faith estimate by the Company, setting forth the Company’s good faith estimates (which estimates shall be subject to the reasonable review of Buyer) of (i) the Cash and Cash Equivalents of the Company and the Company Subsidiaries Final Working Capital (as of the Closing (the estimated, “Estimated Closing Cash and Cash EquivalentsWorking Capital”), (ii) the Indebtedness of the Final Company and the Company Subsidiaries Transaction Expenses (as of the Closing (the estimated, “Estimated Closing IndebtednessCompany Transaction Expenses”), (iii) the Transaction Expenses Final Indebtedness (the as estimated, “Estimated Transaction ExpensesIndebtedness”), and (iv) the Working Capital amount of Initial Merger Consideration and the Initial Distribution derived therefrom and (v) the amount of current liabilities associated with each of the Company Excluded Accounts (and separately identifying the Company Subsidiaries Excluded Payroll Accounts) as of the Closing calculated in accordance with the Accounting Principles, and (b) at least one (1) Business Day prior to the Closing Date, a statement setting forth, with respect to each Seller, such Seller’s name and Pro Rata Portion (with respect to the Initial Distribution and any subsequent Merger Consideration Distributions) and the number of shares of Capital Stock and vested Company Options owned by such Seller, in each case as of the Closing and together with reasonable supporting documentation. In the event that (A) the Estimated Working Capital plus (B) the amount, if any, by which the Excluded Payroll Accounts Minimum exceeds the aggregate of the Excluded Payroll Accounts, minus (C) the amount, if any, by which the aggregate of Excluded Payroll Accounts exceeds the Excluded Payroll Accounts Maximum, in each case as reflected on the Estimated Closing Statement, exceeds $10,460,000.00 (Ten Million Four Hundred Sixty Thousand Dollars) (the “Working Capital Threshold”), the Initial Merger Consideration will be increased by such excess (the “Excess Payment”). In the event that (A) the Estimated Working Capital plus (B) the amount, if any, by which the Excluded Payroll Accounts Minimum exceeds the aggregate of the Excluded Payroll Accounts, minus (C) the amount, if any, by which the aggregate of Excluded Payroll Accounts exceeds the Excluded Payroll Accounts Maximum, in each case as reflected on the Estimated Closing Statement, is less than the Working CapitalCapital Threshold, the Initial Merger Consideration will be decreased by such shortfall (the “Shortfall Reduction”). The Estimated Final Merger Consideration will be subject to further adjustment upon final, post-Closing Statement shall be prepared in a manner consistent with (A) determination of the definitions of Cash and Cash EquivalentsFinal Working Capital, Indebtedness, Final Company Transaction Expenses, Final Indebtedness and Working Capital set forth herein and (B) the methodologiesExcluded Payroll Accounts, practices and assumptions as provided in Section 2.8.2. The calculations set forth in the Working Capital Schedule. Prior this Section 2.8.1 shall be subject to the Closing, Seller shall (x) provide reasonable review of Buyer and its Representatives with reasonable access, during normal business hours and upon reasonable prior notice, to the (1) Books and Records and (2) senior employees and accountants of the Company and the Company Subsidiaries (as shall reflect any adjustments reasonably requested by Buyer) and (y) cooperate with Buyer in seeking to obtain work papers from Seller, the Company and the Company Subsidiaries pertaining to or used in connection that are consistent with the preparation of the Estimated Closing Statement requirements of, and provide Buyer with copies thereof (as reasonably requested by Buyer). Seller and Buyer in good faith shall seek to resolve any differences that they may have with respect to the computation of any of the items in the Estimated Closing Statement; provided that if the parties are unable to resolve all such differences prior to the Closingdefinitions set forth in, the amounts of the Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing Cash and Cash Equivalents and Estimated Transaction Expenses as reflected in the Estimated Closing Statement shall be used for purposes of calculating the purchase price adjustment on the Closing Datethis Agreement.