Common use of Closing Payment Clause in Contracts

Closing Payment. (A) During the Interim Period and at least 5 Business Days prior to the Closing, Oronite and the Local Sellers’ Representative shall jointly prepare and deliver the Closing Statement which shall be subject to Buyer’s approval, and the Parties shall resolve any issues related to or arising out of the calculation of the Closing Payment in accordance with Exhibit C. (B) At the Closing, Buyer shall make, or cause to be made, the following payments (collectively, the “Closing Payment”): (1) to U.S. Bank National Association, as escrow agent (the “Purchase Price Adjustment Escrow Agent”), the sum of US$5,000,000 (the “Purchase Price Adjustment Escrow Amount”), which shall be deposited in an escrow account to be known as the “Purchase Price Adjustment Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite, the Local Sellers’ Representative and the Purchase Price Adjustment Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit J (the “Purchase Price Adjustment Escrow Agreement”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations of Sellers pursuant to any adjustment to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein), and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National Association, as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oronite, an amount equal to the Oronite Percentage of the Estimated Purchase Price minus the Oronite Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Laws; and (5) to the Local Sellers’ Trustee (for further distribution to the Local Sellers in accordance with their respective Local Seller Pro Rata Shares), an amount equal to the Local Sellers’ Percentage of the Estimated Purchase Price minus the Local Sellers’ Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Laws.

Closing Payment. (A) During the Interim Period and at least 5 Business Days prior to the Closing, Oronite and the Local Sellers’ Representative shall jointly prepare and deliver the Closing Statement which shall be subject to Buyer’s approval, and the Parties shall resolve any issues related to or arising out of the calculation of the Closing Payment in accordance with Exhibit C. (B) At the Closing, Buyer shall make, have sufficient cash available lines of credit or cause other sources of immediately available funds to enable it to pay the Base Purchase Price and Prepayment Premium and promptly pay any other amounts to be made, paid by it pursuant to and in connection with this Agreement and the following payments Debt Financing (collectively, the “Closing Payment”): (1) to U.S. Bank National Association, as escrow agent (the “Purchase Price Adjustment Escrow AgentAcquisition Amounts”). Without limiting the generality of the foregoing, a true and complete copy of the sum of US$5,000,000 (the “Purchase Price Adjustment Escrow Amount”), which shall be deposited in an escrow account to be known as the “Purchase Price Adjustment Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreementcommitment letter, dated as of the Closing Datedate hereof, by and among Buyer, OroniteBofA Securities, Inc. and Bank of America, N.A. (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders thereto, the Local Sellers’ Representative “Debt Commitment Letter”), has been provided to Parent, pursuant to which the lenders and the Purchase Price Adjustment Escrow Agentother Persons party thereto (collectively, substantially in the form and on terms and conditions as set forth in Exhibit J (the “Purchase Price Adjustment Escrow AgreementLenders”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations of Sellers pursuant to any adjustment to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein)) have agreed, and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions set forth therein, to provide debt financing in the amounts set forth therein for the purpose, among others, of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the Purchase Price Adjustment Escrow Agreement date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and this Agreementthe Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. All Buyer has fully paid or caused to be fully paid any and all commitment fees charged by the Purchase Price Adjustment Escrow Agent or other fees required to be paid in connection with the Purchase Price Adjustment Escrow Account Debt Commitment Letter that are payable on or prior to the date hereof. The Debt Commitment Letter is in full force and effect as of the date hereof. The Debt Commitment Letter is a valid, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any portion of the Debt Financing being unavailable on the Closing Date or, to the Knowledge of Buyer, make any assumption or statement set forth in the Debt Commitment Letter inaccurate in any material respect. As of the date hereof and assuming satisfaction of the conditions set forth in Sections 6.01 and 6.03, Buyer does not have any reason to believe that any of the conditions to the Debt Financing will fail to timely be satisfied or that the full amount of the Debt Financing will be borne 50% by Buyer and 50% by unavailable on the Sellers; Closing Date. The Debt Commitment Letter is not subject to any conditions precedent to the obligations of the parties thereunder (2) including pursuant to U.S. Bank National Association, as escrow agent any “flex” provisions in the related fee letter (the “Local Sellers’ Escrow AgentFee Letter”), ) a true and complete copy of which (in redacted form removing only the sum equal fee information and pricing “flex” information) has been provided to Parent prior to the Local Sellers’ Percentage of US$9,000,000 (date hereof) or otherwise to make the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as full amount of the Debt Financing available to Buyer at the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions other than as set forth in Exhibit K therein (including the “Local Sellers’ Escrow Agreement”payment of customary fees). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for There are no side letters or other agreements, contracts or arrangements to which Buyer or any adjustment of its Affiliates is a party that are related to the Estimated Purchase Price pursuant to Section 2.3funding or investing, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all applicable, of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions full amount of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, Debt Financing other than as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as expressly set forth in Exhibit L the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment Debt Financing) is not a condition to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s its obligations to indemnify Buyer for any other Losses pursuant to under this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oronite, an amount equal to the Oronite Percentage of the Estimated Purchase Price minus the Oronite Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Laws; and (5) to the Local Sellers’ Trustee (for further distribution to the Local Sellers in accordance with their respective Local Seller Pro Rata Shares), an amount equal to the Local Sellers’ Percentage of the Estimated Purchase Price minus the Local Sellers’ Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Laws.

Closing Payment. (Aa) During No later than 6:00 pm local time in New York, NY on the Interim Period and at date on which the Offer has concluded, the Purchaser shall notify the Seller in writing of the Purchaser Trust Amount upon conclusion of the Offer, as may have been reduced by reasonable withdrawals of interest thereon to pay Taxes in connection therewith (the “Final Purchaser Trust Amount”). (b) At least 5 five Business Days prior to the Closing, Oronite the Seller shall deliver to the Purchaser a written schedule setting forth the Seller’s good faith estimate as of the Closing, together with reasonable supporting detail, of (i) the Seller Transaction Expenses, (ii) Seller-Paid Purchaser Transaction Expenses, (iii) Company Transaction Expenses, (iv) any Net Working Capital Adjustment, (v) any Excess Capital Expenditures Adjustment, (vi) any Aggregate Acquisition Adjustments, (vii) any Unpaid Pre-Closing Income Taxes, (viii) any Overpaid Pre-Closing Income Taxes, (ix) Outstanding Indebtedness, and (x) Cash. At least two Business Days prior to the Closing, the Purchaser shall deliver to the Seller a written schedule setting forth the Purchaser’s good faith estimate as of the Closing, together with reasonable supporting detail, of (A) the unpaid Purchaser Transaction Expenses, (B) the Preferred Offering Proceeds and (C) the Common Offering Proceeds. (c) Following receipt of the Final Purchaser Trust Amount and the Local Sellers’ Representative estimates referenced in Section 2.03(b), and at least two Business Days prior to the Closing, the Seller shall jointly prepare deliver to the Purchaser a written schedule (the “Closing Statement”) setting forth the Seller’s good faith calculation, together with reasonable supporting detail, of (i) the Total Purchase Price and deliver the components thereof, (ii) the Cash Purchase Price and the components thereof, (iii) the number of shares of Purchase Price Common Stock to be issued and (iv) the allocation (the “Allocation”) of the Total Purchase Price, any post-Closing payments payable to the Seller pursuant to Section 5.18 and any assumed liabilities treated as amounts realized and any other relevant amounts for U.S. federal income Tax purposes to the stock of each of NRC US Holding Company, LLC, NRC Int. Holding Company, LLC and SES Holdco, LLC. The Closing Statement shall also include a certificate signed by an authorized officer of the Seller, solely in such capacity and not in his personal capacity, certifying in writing that it has been prepared in good faith using the latest available financial information of the Acquired Entities. The Purchaser shall be entitled to review and make reasonable comments and revisions to the Closing Statement. The Seller will reasonably cooperate with the Purchaser in the review of the Closing Statement, including providing the Purchaser and its Representatives with reasonable access to the relevant books, records and employees of the Acquired Entities in order for the Purchaser to review the Closing Statement. The Seller will cooperate reasonably with the Purchaser to revise the Closing Statement which to the extent necessary to reflect any of the Purchaser’s reasonable comments. If the Closing Statement is so revised, such revised Closing Statement, or if the Purchaser had no such comments, then the initial Closing Statement shall be subject deemed to Buyer’s approvalbe the final “Closing Statement,” in each case as approved in writing by Purchaser (which approval shall not be unreasonably withheld, and the Parties shall resolve any issues related to conditioned or arising out of the calculation of the Closing Payment in accordance with Exhibit C.delayed). (Bd) At the Closing, Buyer the Purchaser shall make, pay or cause to be madepaid in cash, the following payments (collectively, the “Closing Payment”):by wire transfer of immediately available funds: (1i) to U.S. Bank National Associationthe Seller Transaction Expenses, as escrow agent (in the “Purchase Price Adjustment Escrow Agent”), the sum of US$5,000,000 (the “Purchase Price Adjustment Escrow Amount”), which shall be deposited in an escrow account to be known as the “Purchase Price Adjustment Escrow Account” amounts and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite, the Local Sellers’ Representative and the Purchase Price Adjustment Escrow Agent, substantially in the form and on terms and conditions as accounts set forth in Exhibit J (the “Purchase Price Adjustment Escrow Agreement”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations of Sellers pursuant to any adjustment to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein), and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the SellersClosing Statement; (2ii) to U.S. Bank National Associationthe unpaid Purchaser Transaction Expenses, as escrow agent (in the “Local Sellers’ Escrow Agent”), the sum equal amounts and to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as accounts set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount Closing Statement, which Purchaser Transaction Expenses shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed first be paid from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers;Non-Trust Expense Account; and (3iii) to U.S. Bank National Associationthe Cash Purchase Price, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oronite, an amount equal to the Oronite Percentage of the Estimated Purchase Price minus the Oronite Percentage of less the amount of the Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding TaxesSeller Transaction Expenses paid pursuant to clause (i) above, if any, as required by applicable Laws; and (5) to the Local Sellers’ Trustee (for further distribution to accounts designated by the Local Sellers Seller and set forth in accordance with their respective Local Seller Pro Rata Shares), an amount equal to the Local Sellers’ Percentage of the Estimated Purchase Price minus the Local Sellers’ Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable LawsClosing Statement.

Closing Payment. (A) During the Interim Period and at least 5 Business Days prior to the At Closing, Oronite Sellers shall deliver to Purchaser the Sellers' good faith written estimate of the Separate Asset Value and the Local Sellers’ Representative shall jointly prepare and deliver the Closing Statement which shall be subject to Buyer’s approval, and the Parties shall resolve any issues related to or arising out net amount of the calculation Adjustments as of the Closing Payment in accordance with Exhibit C. (B) At the Closing. Purchaser shall pay to Sellers at Closing, Buyer shall make, or cause to be made, the following payments (collectively, the “Closing Payment”): (1) to U.S. Bank National Association, as escrow agent (the “Purchase Price Adjustment Escrow Agent”), the sum by wire transfer of US$5,000,000 (the “Purchase Price Adjustment Escrow Amount”), which shall be deposited in an escrow account to be known as the “Purchase Price Adjustment Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite, the Local Sellers’ Representative and the Purchase Price Adjustment Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit J (the “Purchase Price Adjustment Escrow Agreement”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations of Sellers pursuant to any adjustment to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein), and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National Association, as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oroniteimmediately available funds, an amount equal to (a) the Oronite Percentage Base Price, plus (b) ninety percent (90%) of the Estimated Purchase Price minus Sellers' estimate of the Oronite Percentage Separate Asset Value and net Adjustments. Within thirty (30) days after Closing, Sellers shall deliver to Purchaser the Sellers' final statement of the Separate Asset Value and the Adjustments, and Purchaser shall have thirty (30) days to review such statement and to object to any matter set forth therein. The Sellers shall furnish Purchaser with such additional information and documents as Purchaser shall reasonably request in connection with its review. If the Purchaser does not object to such statement within thirty (30) days after its receipt thereof, then such calculations shall be final and 10 binding upon all parties of interest. If the Purchaser objects to Sellers' calculations in writing within such thirty (30) day period, then representatives of the parties shall meet promptly thereafter to resolve any disputes. To the extent the parties cannot reach an agreement on the amount of the Purchase Price Adjustment Escrow Amount minus Separate Asset Value or Adjustments, then such dispute shall be referred to a mutually agreeable accounting firm in St. Louis, Missouri (the Oronite Indemnification Escrow Amount "Independent Accounting Firm") for a final determination, the cost of such determination to be divided equally between Purchaser and minus withholding Taxes, if anySellers, as required by applicable Laws; and a group, with Sellers' portion to be deducted from the Purchase Price. Within three (53) to the Local Sellers’ Trustee (for further distribution to the Local Sellers in accordance with their respective Local Seller Pro Rata Shares), an amount equal to the Local Sellers’ Percentage of the Estimated Purchase Price minus the Local Sellers’ Percentage of business days after the amount of the Purchase Price Adjustment Escrow Amount minus Separate Asset Value and Adjustments has been finally determined, whether by the Local Sellers’ Indemnification Escrow Amount concurrence of the Purchaser, the failure of the Purchaser to object, or the determination of the Independent Accounting Firm, the Purchaser shall pay to Seller the balance of the Separate Asset Value and minus withholding TaxesAdjustments, if anyor the Seller shall refund to Purchaser the amount by which ninety percent (90%) of the estimate at Closing exceeds the actual Separate Asset Value and Adjustments, as required by applicable Lawswhichever applies.

Closing Payment. (Aa) During The Purchase Price, as adjusted by the Interim Period application of the Deposit and at least 5 Business Days prior by the prorations and credits specified herein, and less an amount equal to One Million Nine Hundred Thousand Dollars ($1,900,000.00) (the Closing, Oronite and the Local Sellers’ Representative shall jointly prepare and deliver the Closing Statement "Liability Escrow”) which shall be subject to Buyer’s approval, and the Parties shall resolve any issues related to or arising out of the calculation of the Closing Payment held in escrow by Escrowee in accordance with the terms of this Section 3.3 and an escrow agreement (the “Liability Escrow Agreement”), in form similar to the Escrow Agreement attached hereto as Exhibit C. O and executed by Buyer, Escrowee, Seller, shall be paid by Purchaser, by wire transfer of immediately available federal funds to an account or accounts designated in writing by Seller on the Closing Date (Bas hereinafter defined) At (the Closing, Buyer shall make, or cause to be made, the following payments (collectively, amount being paid under this Section being herein called the “Closing Payment”):). (1b) After the Closing, if Purchaser should file a suit for Seller’s breach of Section 7 of this Agreement in accordance with this Agreement, including, without limitation Sections 9.1 and 11.2 (and the limitations of the Liability Ceiling and Liability Floor), in the appropriate court of law in the State of Ohio, and Purchaser notifies Seller and Escrowee of such suit in writing, then Escrowee shall promptly deposit the Liability Escrow (together with any interest earned thereon) currently being held by Escrowee into the applicable court of law and interplead Purchaser and Seller. (c) Provided Escrowee has not previously deposited the Liability Escrow into an applicable court of law in accordance with Section 3.3(c) above, on that date that is one hundred twenty (120) days after the Closing, Escrowee shall release and deliver to U.S. Bank National Association, as escrow agent Seller one half (1/2) of the Liability Escrow (the “Purchase Price Adjustment Escrow Agent”)½ of the Liability Escrow, the sum together with ½ of US$5,000,000 (the “Purchase Price Adjustment Escrow Amount”)any interest earned thereon, which shall be deposited in an escrow account is herein after referred to be known as the “Purchase Price Adjustment Escrow Account” First Half”) to Seller, and established from and funded pursuant after that 120th day Seller shall have no further liability or obligation to Purchaser with respect to the terms of that certain Escrow Agreement, dated as of First Half. Immediately upon the Closing Claim Expiration Date, by and among Buyer, Oronite, provided Escrowee has not previously deposited the Local Sellers’ Representative and the Purchase Price Adjustment Liability Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit J (the “Purchase Price Adjustment Escrow Agreement”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations into an applicable court of Sellers pursuant to any adjustment to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein), and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National Association, as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oronite, an amount equal to the Oronite Percentage of the Estimated Purchase Price minus the Oronite Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Laws; and (5) to the Local Sellers’ Trustee (for further distribution to the Local Sellers law in accordance with their respective Local Seller Pro Rata Shares)Section 3.3(c) above, an amount equal to the Local Sellers’ Percentage remainder of the Estimated Purchase Price minus Liability Escrow (together with the Local Sellers’ Percentage interest earned thereon) held by Escrowee, shall be released and delivered to Seller, and from and after Claim Expiration Date Seller shall have no further liability or obligation to Purchaser with respect to any portion of the amount of the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable LawsLiability Escrow.

Closing Payment. (A) During the Interim Period and at least 5 Business Days prior to the Closing, Oronite and the Local Sellers’ Representative shall jointly prepare and deliver the Closing Statement which shall be subject to Buyer’s approval, and the Parties shall resolve any issues related to or arising out of the calculation of the Closing Payment in accordance with Exhibit C. (Bi) At the Closing, Buyer Purchaser shall make, or cause pay to be made, the following payments (collectively, the “Closing Payment”): (1) to U.S. Bank National Association, as escrow agent Company US$ 4.5 million dollars (the “Purchase Price Adjustment Escrow AgentPrice”), as adjusted pursuant to subparagraph (ii) below, in accordance with this Section 2.2(a). Initially, the sum entire amount shall be paid by HK Purchaser, but once the Closing Statement has been finalized in accordance with Section 2.5, the Purchase Price shall be allocated by the two Purchaser entities with respect to the Other Assets (such allocated amount, the “Other Assets Purchase Price”) and the Intellectual Property Assets (such allocated amount, the “Intellectual Property Assets Purchase Price”). Purchaser shall provide notice of US$5,000,000 such allocations to Company, and such allocations shall be used by the Parties in any bookkeeping or Tax Returns. (ii) At Closing, the Purchase Price will be increased or decreased by the amount that the “Estimated Closing Working Capital” is greater or less than US$ 250,000. At least 3 Business Daysprior to the anticipated Closing Date, Company will have preparedand deliveredto Purchaser pursuant to the Parties’ oral agreement an unaudited statement setting forth Company’s good faith estimate of the Working Capital of Company as of immediately prior to the Closing (the “Purchase Price Adjustment Escrow AmountEstimated Closing Working Capital”), which shall be deposited as determined in an escrow account to be known as the “Purchase Price Adjustment Escrow Account” and established and funded pursuant accordance with Schedule 2.3, togetherwith reasonable supporting detail. If Purchaser objects to the terms calculations within 48 hours of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronitereceipt, the Local Sellers’ Representative and the Purchase Price Adjustment Escrow Agent, substantially Parties have agreed to negotiate in the form and on terms and conditions as set forth in Exhibit J good faith to resolve their differences respecting this calculation. (the “Purchase Price Adjustment Escrow Agreement”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations of Sellers pursuant to any adjustment to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein), and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions iii) A portion of the Purchase Price Adjustment Escrow Agreement payable to Company shall be allocated and this Agreement. All fees charged by paid to the Purchase Price Adjustment Escrow Agent in connection with as the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National Association, as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oronite, an amount equal to the Oronite Percentage of the Estimated Purchase Price minus the Oronite Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Laws; and (5) to the Local Sellers’ Trustee (for further distribution to the Local Sellers in accordance with their respective Local Seller Pro Rata Shares)Section 2.4 below and another portion shall be payable to satisfy applicable Tax withholding obligations as provided below, an amount equal to the Local Sellers’ Percentage of extent the Estimated Company has not provided a Qualified Withholding Certificate. (iv) Pakshi Purchaser will reimburse HK Purchaser for any amounts HK Purchaser paid allocable to the Other Assets Purchase Price minus the Local Sellers’ Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable LawsPrice.

Closing Payment. (A) During 2.1. Closing of the Interim Period purchases and at least 5 Business Days prior to sales of the Closing, Oronite and the Local Sellers’ Representative shall jointly prepare and deliver the Closing Statement which Purchase Shares hereunder shall be subject deemed to Buyer’s approvaltake place concurrently with the signing of this Agreement (the “Closing”). Within fifteen (15) business days after the date of this Agreement, and the Parties Telstra shall resolve any issues related to or arising out of the calculation of the Closing Payment in accordance with Exhibit C. (B) At the Closing, Buyer shall makepay, or cause to be madepaid, in immediately available funds in U.S. dollars to the Seller 50% of the Telstra Purchase Price (or US$27,500,000) by wire transfer to an account designated by the Seller and the Company shall pay, or cause to be paid, in immediately available funds in U.S. dollars to the Seller 50% of the Company Purchase Price (or US$37,500,000) by wire transfer to an account designated by the Seller. Immediately after the date of this Agreement, the following payments (collectively, Seller’s only right as a former shareholder of the “Closing Payment”): (1) to U.S. Bank National Association, as escrow agent (the “Purchase Price Adjustment Escrow Agent”), the sum of US$5,000,000 (the “Purchase Price Adjustment Escrow Amount”), which Company shall be deposited in an escrow account the Seller’s right to be known as the “Purchase Price Adjustment Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite, the Local Sellers’ Representative and receive the Purchase Price Adjustment Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit J (the “Purchase Price Adjustment Escrow Agreement”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations of Sellers pursuant to any adjustment to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein), and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National Association, as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will the Seller shall cease to be held by the Oronite Escrow Agent in escrow subject to the terms and conditions a shareholder of the Oronite Escrow Agreement Company for any and all purposes immediately upon the execution of this Agreement. All fees charged Within three (3) months after the date of this Agreement, Telstra shall pay, or cause to be paid, in immediately available funds in U.S. dollars to the Seller the remaining 50% of the Telstra Purchase Price (or US$27,500,000) by wire transfer to an account designated by the Oronite Escrow Agent Seller and the Company shall pay, or cause to be paid, in connection with immediately available funds in U.S. dollars to the Oronite Indemnification Escrow Account will be borne Seller the remaining 50% of the Company Purchase Price (or US$37,500,000) by Buyer wire transfer to an account designated by the Seller. 2.2. The Seller hereby authorizes the Company to update the books and 50% by Oronite; records of the Company (4including the Company’s share register) to Oronite, an amount equal to reflect the Oronite Percentage of the Estimated Purchase Price minus the Oronite Percentage of the amount sale of the Purchase Shares to Telstra and the Company accordingly (including, reserving for treasury shares the Company Purchase Shares; provided that the Company agrees with all Remaining Shareholders to provide the right of first refusal to each Remaining Shareholder in the event the Company resells such Company Purchase Shares to a third party (other than pursuant to the Proposed IPO), and all such treasury shares shall become Class A ordinary shares of the Company upon the completion of the Proposed IPO, and the Seller shall immediately deliver to the Company all of the share certificates representing the Purchase Shares. 2.3. If any Purchase Price Adjustment Escrow Amount minus that is due and payable is not paid on the Oronite Indemnification Escrow Amount respective due dates abovementioned, defaulting purchaser shall pay interest on the overdue sum from (and minus withholding Taxesincluding) the due date to the actual date of payment at a default rate of 5% per annum. Notwithstanding the foregoing, if anythe Telstra Purchase Price or the Company Purchase Price is not paid in full within one (1) year after the date of this Agreement, all Purchase Shares which have been transferred to Telstra or the Company (as required by applicable Laws; and (5applicable) shall be returned to the Local Sellers’ Trustee Seller at nil cost and all of the Telstra Purchase Price or the Company Purchase Price (for further distribution as applicable) that has been paid to the Local Sellers in accordance with their respective Local Seller Pro Rata Shares), an amount equal shall be forfeited by the applicable purchaser and shall not be returned to the Local Sellers’ Percentage of applicable purchaser. 2.4. The Seller shall be responsible for all taxes (if any) payable resulting from the Estimated Purchase Price minus the Local Sellers’ Percentage of the amount sale of the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable LawsShares pursuant to this Agreement.

Closing Payment. (Aa) During Not more than five (5) Business Days, but not fewer than three (3) Business Days, before the Interim Period and at least 5 Business Days prior to the ClosingClosing Date, Oronite and the Local Sellers’ Representative Seller shall jointly prepare and deliver to Buyer good faith estimates of the Closing Statement Transferred Assets Amount (the “ Estimated Closing Transferred Assets Amount”) and either the resulting calculation of (x) the amount, if any, by which shall be subject to Buyer’s approvalthe Estimated Closing Transferred Assets Amount exceeds the Signing Date Transferred Assets Amount (the “Estimated Closing Transferred Assets Excess Amount”) or (y) the amount, if any, by which the Signing Date Transferred Assets Amount exceeds the Estimated Closing Transferred Assets Amount (the “Estimated Closing Transferred Assets Shortfall Amount”), as the case may be, and provide Buyer with a notice (the Parties shall resolve any issues related to or arising out “Closing Notice”) that includes the following: (i) a “ Statement of Estimated Closing Transferred Assets Amount,” in the format set forth on Section 3.03(a)(i) of the Disclosure Schedule, which sets forth an illustrative calculation of the Closing Payment Transferred Assets Amount assuming the amounts set forth therein were calculated based on the Signing Date Portfolio Information set forth in accordance with Exhibit C.the Signing Date Portfolio Tape; (ii) the amount to be paid by Buyer to Seller (for the benefit of the Seller Parties) at Closing (the “ Closing Payment”), which shall be an amount equal to the Purchase Price either (A) plus the Estimated Closing Transferred Assets Excess Amount or (B) minus Estimated Closing Transferred Assets Shortfall Amount; and (iii) the account or accounts to which Buyer shall pay the Closing Payment. (b) At the Closing, Buyer shall make, or cause pay to be made, Seller (for the following payments (collectively, the “Closing Payment”): (1) to U.S. Bank National Association, as escrow agent (the “Purchase Price Adjustment Escrow Agent”), the sum of US$5,000,000 (the “Purchase Price Adjustment Escrow Amount”), which shall be deposited in an escrow account to be known as the “Purchase Price Adjustment Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as benefit of the Closing Date, by and among Buyer, Oronite, the Local Sellers’ Representative and the Purchase Price Adjustment Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit J (the “Purchase Price Adjustment Escrow Agreement”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations of Sellers pursuant to any adjustment to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein), and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2Seller Parties) to U.S. Bank National Association, as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oronite, an aggregate amount equal to the Oronite Percentage Closing Payment. The Closing Payment and other payments made to Seller under this Agreement shall be paid to Seller for its own account and as agent for the account of the Estimated Purchase Price minus the Oronite Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Laws; and (5) to the Local Sellers’ Trustee (for further distribution to the Local Sellers in accordance with their respective Local other Seller Pro Rata Shares), an amount equal to the Local Sellers’ Percentage of the Estimated Purchase Price minus the Local Sellers’ Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable LawsParties.

Closing Payment. (Aa) During Subject to the Interim Period Positive Closing Date Adjustment Amount or the Negative Closing Date Adjustment Amount, which shall be paid in accordance with Section 3.4, Parent will make or cause to be made the following payments, which constitute the Merger Consideration, at Closing (the “Closing Payments”): (i) Parent will deliver the Escrow Amount to the Escrow Agent by wire transfer of immediately available funds to an account designated in writing by the Escrow Agent, to be held and at least 5 distributed as provided in the Escrow Agreement and Section 14.4 of this Agreement. (ii) Parent will pay in cash by wire transfer of immediately available funds the Company’s and Subsidiaries’ Indebtedness in full pursuant to payoff letters from the applicable lenders, in the form reasonably satisfactory to Parent, delivered to Parent by the Company no later than two (2) Business Days prior to the ClosingClosing Date (the “Payoff Amounts”). (iii) Parent will pay in cash by wire transfer of immediately available funds to each creditor to which any portion of the Professional and Transaction Fees are then owed, Oronite the respective portion of the Professional and Transaction Fees owed to such creditor, net of any tax withholding required by applicable Law, to the Local Sellersextent applicable, pursuant to payoff letters from the applicable creditors, if applicable, in the form reasonably satisfactory to Parent, delivered to Parent by the Company at least two (2) Business Days prior to Closing Date. (iv) Parent will deliver to the Shareholders’ Representative shall jointly prepare (for the Holders who delivered a fully-executed and deliver completed Letter of Transmittal and all required deliveries thereunder at or prior to Closing) and to the Closing Statement which shall be subject Surviving Corporation as the paying agent (for all other Holders and Carve-Out Participants), by wire transfer of immediately available funds an amount in cash equal to Buyer’s approval(A) the Merger Consideration, and the Parties shall resolve any issues related to or arising out of the calculation of the Closing Payment in accordance with Exhibit C. minus (B) At the ClosingEscrow Amount, Buyer shall make, or cause to be made(C) minus, the following payments Payoff Amounts, (collectivelyD) minus, the “Closing Payment”): Professional and Transaction Fees, and (1E) to U.S. Bank National Associationminus, as escrow agent the amount of the Shareholders’ Representative Reserve (the “Purchase Price Adjustment Escrow AgentApplicable Closing Consideration”)) to an account or accounts designated in writing by the Shareholders’ Representative, the sum of US$5,000,000 if applicable, for (the “Purchase Price Adjustment Escrow Amount”), which shall be deposited in an escrow account to be known as the “Purchase Price Adjustment Escrow Account” and established and funded pursuant Y) distribution to the terms of that certain Escrow Agreement, dated as Holders against delivery of the Closing Datecertificates evidencing such shares, net of any tax withholding required by and among Buyerapplicable Law, Oronite, the Local Sellers’ Representative and the Purchase Price Adjustment Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit J (the “Purchase Price Adjustment Escrow Agreement”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations of Sellers pursuant to any adjustment to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein), and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions set forth in Section 3.5, as set forth in the Allocation Certificate and (Z) distribution to the Carve-Out Participants, net of any tax withholding required by applicable Law, collectively in amounts as set forth in the Purchase Price Adjustment Escrow Agreement and this AgreementAllocation Certificate. All fees charged by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers;QB\136339.00047\18274478.12 (2v) Parent will pay in cash by wire transfer of immediately available funds, an amount equal to U.S. Bank National Association, as escrow agent Four-Hundred Thousand Dollars ($400,000) (the “Local SellersShareholders’ Escrow AgentRepresentative Reserve”)) to cover any expenses of the Shareholders’ Representative which constitute obligations of the Holders representing the Company Capital Stock. Following the termination of all obligations of the Shareholders’ Representative, any remaining amount of the sum equal Shareholders’ Representative Reserve will be distributed to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded Holders pursuant to the terms of that certain this Agreement. (b) The Allocation Certificate sets forth: (i) the Closing Payments; (ii) the Closing Adjustment; (iii) the Merger Consideration, as divided between (A) the Applicable Closing Consideration, (B) the Payoff Amounts, (C) the Escrow AgreementAmount, dated as (D) the Professional and Transaction Fees, and (E) the Shareholders’ Representative Reserve; and (iv) (A) the identity of each Holder of Company Capital Stock and the number of shares of Company Capital Stock held by each such Holder; (B) the identity of each Carve-out Participant and such Carve-out Participant’s allocation under the Management Carve-out Plan; (C) the portion of the Applicable Closing Date, by Consideration payable to each Holder and among Buyer, each Carve-out Participant pursuant to this Section 3.3; (D) the Local Sellers’ portion of the Merger Consideration allocable to each Holder and each Carve-out Participant to be deposited into the Escrow Fund; (E) the portion of the Merger Consideration allocable to each Holder and each Carve-out Participant to be deposited into the Shareholder Representative Reserve; (F) the portion of the Merger Consideration to be paid to each Holder and each Carve-out Participant at Closing after deduction for the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as amounts set forth in Exhibit K clauses (D) and (E) above; and (G) the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment percentage share of the Merger Consideration to the Estimated Purchase Price be paid to each Holder and Carve-out Participant pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oronite, an amount equal to the Oronite Percentage of the Estimated Purchase Price minus the Oronite Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding Taxesincrease, if any, as required by applicable Laws; and (5) to the Local Sellers’ Trustee (for further distribution to the Local Sellers Merger Consideration in accordance with their respective Local Seller Pro Rata SharesSection 3.4(e). (c) The Allocation Certificate attached hereto shall be deemed the irrevocable, an amount equal final and definitive allocation of the Merger Consideration payable to the Local Sellers’ Percentage of Holders and the Estimated Purchase Price minus Carve-out Participants at the Local Sellers’ Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable LawsEffective Time.

Closing Payment. (Aa) During the Interim Period and at least 5 Business Days prior The Sellers have delivered to the Closing, Oronite and Buyer a statement (the Local “Closing Statement”) in the form of Exhibit D hereto reflecting the Sellers’ Representative shall jointly prepare and deliver estimate of (i) the Closing Statement which shall be subject to Buyer’s approvalIndebtedness Amount (the “Estimated Closing Indebtedness Amount”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”), (iii) the Net Working Capital Adjustment Amount (the “Estimated Net Working Capital Adjustment Amount”), and (v) the Parties shall resolve any issues related amount of Seller Transaction Expenses (the “Estimated Seller Transaction Expenses”). The Sellers have also delivered to or arising out of the calculation of Buyer, together with the Closing Payment Statement, a certificate executed by the Sellers to the effect that such estimates were determined in good faith in accordance with Exhibit C.GAAP currently in effect, consistently applied. (Bb) At the Closing, the Buyer shall make, or cause to be made, the following payments (collectively, the “Closing Payment”): (1) to U.S. Bank National Association, as escrow agent (the “Purchase Price Adjustment Escrow Agent”), the sum of US$5,000,000 (the “Purchase Price Adjustment Escrow Amount”), which shall be deposited in an escrow account to be known as the “Purchase Price Adjustment Escrow Account” will pay and established and funded pursuant deliver to the terms of that certain Escrow Agreement, dated Sellers’ Representative or as of directed by the Closing Date, by and among Buyer, Oronite, the Local Sellers’ Representative and on behalf of the Sellers, the Estimated Cash Purchase Price Adjustment Price, less the Escrow AgentAmount, substantially in the form and on terms and conditions as set forth in Exhibit J by wire transfer of immediately available funds (the “Purchase Price Adjustment Escrow AgreementNet Closing Payment”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations of Sellers pursuant to any adjustment to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided As used herein), and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National Association, as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow AccountEstimated Cash Purchase Price” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oronite, means an amount equal to the Oronite Percentage of (i) $25,000,000, minus (ii) the Estimated Closing Indebtedness Amount, plus (iii) the Estimated Closing Cash Amount, plus (iv) the Estimated Net Working Capital Adjustment Amount (which may be a negative number and therefore a reduction to the Estimated Cash Purchase Price Price), minus the Oronite Percentage of (v) the amount of Estimated Seller Transaction Expenses. The Net Closing Payment shall be paid by the Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Laws; and (5) Buyer to the Local Persons and accounts set forth in the funds flow memorandum (the “Funds Flow Memo”) delivered by the Sellers’ Trustee (for further distribution Representative at least one business day prior to the Local Sellers in accordance with their respective Local Seller Pro Rata Shares), an amount equal to the Local Sellers’ Percentage of the Estimated Purchase Price minus the Local Sellers’ Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable LawsClosing.

Closing Payment. (Aa) During the Interim Period and at least 5 Business Days Not less than five (5) days prior to the ClosingClosing Date, Oronite and the Local Sellers’ Representative Seller shall jointly prepare and deliver deliver, or cause to be prepared and delivered, to Purchaser a statement (the “Pre-Closing Statement”) setting forth (i) a good faith estimate of the Closing Indebtedness (the “Estimated Closing Indebtedness”), (ii) a good faith estimate of the Closing Working Capital (the “Estimated Working Capital”), (iii) a good faith estimate of the Closing Cash (the “Estimated Cash”), and (iv) Seller’s calculation of the Estimated Closing Payment based thereon, together with reasonable detail regarding the calculation of such amount. The Pre-Closing Statement which shall be subject accompanied by a certificate executed by the chief financial officer of Seller, certifying to Buyer’s approvalPurchaser that the Pre-Closing Statement has been prepared in good faith and in accordance with this Section 2.4(a). For purposes of illustration, attached as Section 2.4(a) of the Seller Disclosure Letter is a sample statement setting forth the Closing Indebtedness, Closing Working Capital and Closing Cash, and the Parties shall resolve any issues related to or arising out of the calculation of the amount of the Closing Payment as a result thereof, as of March 31, 2016. (b) After delivery of the Pre-Closing Statement, Seller shall, and shall cause the Companies to, (i) reasonably assist Purchaser and its Representatives in Purchaser’s review of the Pre-Closing Statement, and (ii) give Purchaser reasonable access to and copies of the books and records of the Companies and reasonable access to relevant personnel thereof (including any auditors or accountants) for the purpose of reviewing the Pre-Closing Statement, which access rights shall be exercised during normal business hours, upon reasonable prior notice and in a manner that does not unreasonably interfere with the operations of Seller and the Companies. Seller shall consider in good faith any comments on the Pre-Closing Statement submitted by Purchaser and shall make any mutually agreed upon changes to the Pre-Closing Statement in response thereto, which version shall be delivered to Purchaser at least one (1) Business Day prior to the Closing Date and shall be used at Closing as the basis for determining the Estimated Closing Payment. (c) At 12:01 A.M. Eastern Time on the Closing Date (or at such other day or time as mutually agreed by the parties), the JV Entity shall conduct a physical count of all Cage Cash held by the JV Entity, the Companies and the gaming properties of the Companies (the “Cash Count”). The Cash Count shall be conducted in accordance with Exhibit C.policies, procedures and methodologies reasonably agreed by the parties. Each of Purchaser and Seller shall be entitled to have Representatives present during the Cash Count, which Representatives shall have full access to the Cash Count proceedings and cooperate in good faith to resolve any disputes regarding the conduct of the Cash Count. The results of the Cash Count shall, absent manifest error, be binding on the parties for the purpose of determining the Cage Cash and the portion of Closing Cash that is Cage Cash. (Bd) At the Closing, Buyer Purchaser shall makepay, or cause to be madepaid, to Seller the following payments (collectively, the “Estimated Closing Payment”): (1) to U.S. Bank National Association, as escrow agent (the “Purchase Price Adjustment Escrow Agent”), the sum by wire transfer of US$5,000,000 (the “Purchase Price Adjustment Escrow Amount”), which shall be deposited in an escrow account to be known as the “Purchase Price Adjustment Escrow Account” and established and funded pursuant immediately available funds to the terms of that certain Escrow Agreement, dated as of the Closing Date, bank account designated by and among Buyer, Oronite, the Local Sellers’ Representative and the Purchase Price Adjustment Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit J (the “Purchase Price Adjustment Escrow Agreement”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations of Sellers pursuant to any adjustment to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein), and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National Association, as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oronite, an amount equal to the Oronite Percentage of the Estimated Purchase Price minus the Oronite Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Laws; and (5) to the Local Sellers’ Trustee (for further distribution to the Local Sellers in accordance with their respective Local Seller Pro Rata Shares), an amount equal to the Local Sellers’ Percentage of the Estimated Purchase Price minus the Local Sellers’ Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable LawsSeller.

Closing Payment. (a) No fewer than three (3) Business Days before the Closing Date, Seller Parent shall prepare and deliver to Buyer (i) an estimated combined statement of stockholders equity of the Companies (after giving effect to the Reorganization) as of as of 11:59 p.m. on the date immediately preceding the Closing Date (“Closing Date Balance Sheet”) prepared in accordance with the Accounting Principles and consistent with Exhibit C, together with (ii) a written notice (the “Closing Notice”) setting forth: (i) Seller Parent’s good faith estimate and supporting calculations of (A) During the Interim Period Equity Amount and at least 5 Business Days prior the Net Equity Adjustment Amount, (B) the Indebtedness Amount, and (C) the Closing Amount (the “Estimated Closing Amount”) and the Purchase Price; (ii) the amount to be paid by Buyer to the ClosingSeller Parent (for the benefit of the Sellers) at Closing (the “Closing Payment”), Oronite and which, subject to Section 3.08, shall equal an aggregate amount equal to the Local Sellers’ Representative Estimated Closing Amount; and (iii) the account or accounts to which Buyer shall jointly prepare and deliver pay the Closing Statement which Payment. (iv) The Closing Date Balance Sheet, the Closing Notice and all related calculations shall be subject to Buyer’s approval, prepared based upon the books and the Parties shall resolve any issues related to or arising out records of the calculation of the Closing Payment in accordance with Exhibit C.Business. (Bb) At the Closing, Buyer shall make, pay (or cause to be made, paid) to Seller Parent (for the following payments (collectively, benefit of the “Sellers) the Closing Payment”): (1) . The Closing Payment and other payments made to U.S. Bank National Association, as escrow agent (the “Purchase Price Adjustment Escrow Agent”), the sum of US$5,000,000 (the “Purchase Price Adjustment Escrow Amount”), which Seller Parent under this Agreement shall be deposited in an escrow paid to Seller Parent as agent for the account to be known as the “Purchase Price Adjustment Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, other Seller Parties by and among Buyer, Oronite, the Local Sellers’ Representative and the Purchase Price Adjustment Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit J (the “Purchase Price Adjustment Escrow Agreement”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations wire transfer of Sellers pursuant to any adjustment to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein), and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National Association, as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any immediately available funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oronite, an amount equal to the Oronite Percentage of the Estimated Purchase Price minus the Oronite Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Laws; and (5) to the Local Sellers’ Trustee (for further distribution to the Local Sellers in accordance with their respective Local wire instructions and bank account information provided in writing by Seller Pro Rata Shares), an amount equal to the Local Sellers’ Percentage of the Estimated Purchase Price minus the Local Sellers’ Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable LawsParent.

Closing Payment. (Aa) During At the Interim Period and Closing, the Purchaser shall pay the applicable portion of the Purchase Price by wire transfer of immediately available funds to each Selling Shareholder in an amount equal to the amount set forth for such Selling Shareholder in the Closing Payment Schedule. (b) At the Closing, the Purchaser shall pay to the Company the Closing Options Payout Amount by wire transfer of immediately available funds to the account which is designated by the Company in writing at least 5 three Business Days prior to the ClosingClosing as set forth on the Closing Payment Schedule. Promptly after receipt of the Closing Options Payout Amount, Oronite but subject to Section 9.5, the Company will pay all cash amounts payable to a holder of Terminated Options who is not an employee of the Company in accordance with Section 2.1(c), provided that the Company shall be entitled to deduct any amount required to be withheld or deducted under Applicable Laws, including pursuant to Section 2.7. Payment to a holder of Terminated Options who is an employee of the Company shall be made in accordance with Section 2.1(c) and subject to Section 9.5. (c) At the Local Closing and conditioned upon the delivery of executed payoff letters for each noteholder receiving any portion of the Note Repayment Amount from the Company to the Purchaser, the Purchaser shall also pay, by wire transfer of immediately available funds, to the Company or the Sellers’ Representative shall jointly prepare and deliver the Closing Statement which shall be subject to Buyer’s approval, and the Parties shall resolve any issues related to or arising out another designee of the calculation Company designated in writing to the Purchaser at least three (3) Business Days before the Closing, for disbursement to each holder of the Outstanding Convertible Notes, to the extent any such Outstanding Convertible Note has not been converted into Ordinary Shares prior to the Closing, if any, the applicable portion of the Note Repayment Amount for such Outstanding Convertible Note, as set forth on the Closing Payment in accordance with Exhibit C. (B) Schedule. At the Closing, Buyer shall make, or cause to be made, Closing and conditioned upon the following payments (collectively, conversion of an Outstanding Convertible Note listed on Schedule 1.1(b) into the “Closing Payment”): (1number of the Ordinary Shares issued upon conversion of such notes as set forth in Schedule 1.1(b) to U.S. Bank National Association, as escrow agent (the “Purchase Price Adjustment Escrow AgentConversion Shares”), the sum Purchaser shall pay, by wire transfer of US$5,000,000 (the “Purchase Price Adjustment Escrow Amount”)immediately available funds, which shall be deposited in an escrow account to be known as the “Purchase Price Adjustment Escrow Account” and established and funded pursuant to the terms holder of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronitesuch Outstanding Convertible Note, the Local Sellers’ Representative and the Purchase Price Adjustment Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit J (the “Purchase Price Adjustment Escrow Agreement”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations of Sellers pursuant to any adjustment to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein), and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National Association, as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oronite, an amount equal to the Oronite Percentage number of Conversion Shares multiplied by the Estimated same Per Share Purchase Price minus for each Purchased Share, in full consideration for the Oronite Percentage sale of the amount of the Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Laws; and (5) all such Conversion Shares to the Local Sellers’ Trustee (for further distribution to the Local Sellers in accordance with their respective Local Seller Pro Rata Shares), an amount equal to the Local Sellers’ Percentage of the Estimated Purchase Price minus the Local Sellers’ Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable LawsPurchaser.

Closing Payment. (Aa) During the Interim Period and at least 5 Not less than two Business Days prior to the Closinganticipated Closing Date, Oronite and the Local Sellers’ Representative shall jointly prepare deliver to the Purchaser a signed statement (on behalf and deliver in the Closing Statement which shall be subject to Buyername of the Seller), setting forth the Seller’s approvalgood faith estimate of, and the Parties Purchaser and the Sellers’ Representative shall resolve any issues related cooperate in good faith to agree upon an estimate of, the Net Working Capital (as such estimate is agreed to, the “Estimated Working Capital Amount”). At the Closing, the Purchaser shall pay to, or arising out on behalf of the calculation Seller, an amount equal to (a) the Base Amount, plus (b) the amount by which the Estimated Working Capital Amount exceeds the Target Working Capital, if any, minus (c) the amount by which the Target Working Capital exceeds the Estimated Working Capital Amount, if any, minus (d) the Escrow Amount, minus (e) any and all outstanding Indebtedness (including any prepayment penalties or other fees or expenses associated with such payment) of the Seller that is not paid by the Seller at or prior to the Closing, minus (f) any and all Transaction Expenses that are not paid by the Seller at or prior to the Closing Payment (the “Closing Payment”), by wire transfer of immediately available funds to an account(s) designated in accordance with Exhibit C.writing by the Seller to the Purchaser. (Ba) At the Closing, Buyer shall make, or cause an amount equal to be made, the following payments (collectively, the “Closing Payment”): (1) to U.S. Bank National Association, as escrow agent $1,000,000 (the “Purchase Price Adjustment Escrow Agent”), the sum of US$5,000,000 (the “Purchase Price Adjustment Escrow Amount”), which ) shall be deposited withheld by the Purchaser and deposited, by wire transfer of immediately available funds, in an escrow account (the “Escrow Account”) to be known as the “Purchase Price Adjustment Escrow Account” and established and funded pursuant to governed by the terms of that certain Escrow Agreement, dated as this Agreement and of the Closing Date, by and among Buyer, Oronite, the Local Sellers’ Representative and the Purchase Price Adjustment Escrow Agentan escrow agreement, substantially in the form and on terms and conditions as set forth in of Exhibit J B attached hereto (the “Purchase Price Adjustment Escrow Agreement”). The Purchase Price Adjustment , the purpose of which, as more fully set forth elsewhere in this Agreement and in the Escrow Amount Agreement, shall be utilized to fund provide non-exclusive, readily accessible funds to indemnify the Purchaser Indemnified Parties for any obligations Purchaser Losses upon the terms of Sellers pursuant to any adjustment to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein), and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject to the terms limitations of Article X. (b) The Purchaser shall be entitled to deduct and conditions withhold from the Base Amount, the Escrow Amount, and/or any other portion of the Purchase Price Adjustment Escrow Agreement consideration all Taxes that the Purchaser may be required to deduct and this Agreementwithhold under any provision of any Tax Law. All fees charged by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will such withheld amounts shall be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National Association, treated as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal delivered to the Local Sellers’ Percentage of US$9,000,000 (Seller hereunder. The Purchaser shall consult with Seller prior to making any such deduction to confirm the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” legal requirement for any such deduction and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Local Sellers’ Representative withholding and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount Parties shall serve as additional security for use good faith efforts to minimize any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oronite, an amount equal to the Oronite Percentage of the Estimated Purchase Price minus the Oronite Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Laws; and (5) to the Local Sellers’ Trustee (for further distribution to the Local Sellers in accordance with their respective Local Seller Pro Rata Shares), an amount equal to the Local Sellers’ Percentage of the Estimated Purchase Price minus the Local Sellers’ Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Lawsdeduction.

Closing Payment. (A) During the Interim Period and at At least 5 five Business Days prior to the Closing, Oronite and the Local Sellers’ Representative Company shall jointly prepare and deliver the Closing Statement which shall be subject to Buyer’s approval, and the Parties shall resolve any issues related to or arising out of the calculation of the Closing Payment in accordance with Exhibit C. (B) At the Closing, Buyer shall make, or cause to be made, the following payments (collectively, the “Closing Payment”): (1) to U.S. Bank National Association, as escrow agent Purchaser a written statement (the “Purchase Price Adjustment Escrow AgentEstimated Closing Statement”), signed by a duly authorized officer of the sum Company, setting forth its good faith estimate of US$5,000,000 (a) the Closing Working Capital (the “Purchase Price Estimated Closing Working Capital”) and Closing Working Capital Adjustment Escrow Amount, (b) the amount of the Cash Adjustment Amount (the “Estimated Closing Cash Adjustment Amount”), which shall be deposited (c) the amount of the Closing Indebtedness (the “Estimated Closing Indebtedness”), (d) the amount of the Closing Company Service Provider Termination Expenses (the “Estimated Company Service Provider Termination Expenses”), (e) the amount of the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”), and (f) the Closing Payment (the “Estimated Closing Payment”), in an escrow account each case, together with reasonably detailed supporting calculations and documentation for such estimates and together with payment and wire instructions for each of the Estimated Closing Payment, any Estimated Closing Indebtedness, the Estimated Company Service Provider Termination Expenses, and the Estimated Closing Transaction Expenses payments to be known as made by Purchaser at the Closing (the “Purchase Price Adjustment Escrow Account” and established and funded pursuant Payment Instructions”). During the period beginning on the date of delivery of the Estimated Closing Statement by the Company until one Business Day prior to the terms of that certain Escrow Agreement, dated as of the Closing Date, by the Company shall give Purchaser an opportunity to provide comments on the Estimated Closing Statement, shall work in good faith to resolve any differences the Company and among Buyer, Oronite, Purchaser may have with respect to any of the Local Sellers’ Representative and the Purchase Price Adjustment Escrow Agent, substantially in the form and on terms and conditions as amounts or calculations set forth in Exhibit J (the “Purchase Price Adjustment Escrow Agreement”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations of Sellers pursuant to any adjustment Estimated Closing Statement, and, to the extent reasonably requested by Purchaser, the Company will make available to Purchaser and its representatives the work papers and other books and records used in preparing the Estimated Purchase Price pursuant to Section 2.3 (Closing Statement and any amounts not so utilized will be released to Oronite afford Purchaser and the Local Sellers’ Trustee as provided herein), and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject its representatives reasonable access to the terms relevant personnel and conditions external representatives of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged by Company to verify the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National Association, as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal accuracy of such amounts to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, extent deemed reasonably necessary by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oronite, an amount equal to the Oronite Percentage of the Estimated Purchase Price minus the Oronite Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Laws; and (5) to the Local Sellers’ Trustee (for further distribution to the Local Sellers in accordance with their respective Local Seller Pro Rata Shares), an amount equal to the Local Sellers’ Percentage of the Estimated Purchase Price minus the Local Sellers’ Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable LawsPurchaser.

Closing Payment. (Aa) During the Interim Period and at At least 5 Business Days five (5) business days prior to the ClosingClosing Date, Oronite and Seller shall deliver to Purchaser (i) the Local Sellers’ Representative most recently available unaudited balance sheet of Seller which shall jointly prepare and deliver not be older than sixty (60) days prior to the Closing Statement which Date ("Preliminary Balance Sheet"), (ii) a calculation of the Net Current Assets as reflected on the Preliminary Balance Sheet ("Preliminary Net Current Asset Calculation"), (iii) a calculation of the 2004 Capex Adjustment, with accompanying supporting documentation and (iv) a calculation of the 2005 Slot Expenditures with accompanying supporting documentation. Purchaser shall be subject have the right to Buyer’s approvalreview the Preliminary Balance Sheet, and the Parties shall resolve any issues related to or arising out of Preliminary Net Current Asset Calculation, the calculation of the Closing Payment 2004 Capex Adjustment and the calculation of the 2005 Slot Expenditures, and Seller and Purchaser shall negotiate in accordance good faith with Exhibit C.respect to any disputes arising therefrom. (Bb) At the Closing, Buyer Purchaser shall make, or cause pay to be made, the following payments (collectively, the “Closing Payment”): (1) to U.S. Bank National Association, as escrow agent (the “Purchase Price Adjustment Escrow Agent”), the sum of US$5,000,000 (the “Purchase Price Adjustment Escrow Amount”), which shall be deposited in an escrow account to be known as the “Purchase Price Adjustment Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite, the Local Sellers’ Representative and the Purchase Price Adjustment Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit J (the “Purchase Price Adjustment Escrow Agreement”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations of Sellers pursuant to any adjustment to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein), and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National Association, as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oronite, Seller an amount equal to $66 Million plus or minus any 2004 Capex Adjustment plus the Oronite Percentage of the Estimated Purchase Price 2005 Slot Expenditures, minus the Oronite Percentage of Earnest Money plus the amount of the Purchase Price Adjustment Escrow Amount aggregate Easement Costs and either (i) minus the Oronite Indemnification Escrow Amount and minus withholding Taxest▇▇ ▇▇▇▇nt, if any, by which the Net Current Assets as required by applicable Laws; and reflected on the Preliminary Balance Sheet are less than the Target Number or (5ii) to plus the Local Sellers’ Trustee (for further distribution to the Local Sellers in accordance with their respective Local Seller Pro Rata Shares), an amount equal to the Local Sellers’ Percentage of the Estimated Purchase Price minus the Local Sellers’ Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxesamount, if any, by which the Net Current Assets as required reflected on the Preliminary Balance Sheet are greater than the Target Number ("Closing Payment"). The Closing Payment plus the Earnest Money shall be the "Estimated Purchase Price." (c) ▇▇▇▇▇ to the Closing, Purchaser and Seller shall direct the Escrow Agent to deliver at the Closing the Earnest Money to Seller. (d) The Estimated Purchase Price ▇▇▇▇▇ be paid by applicable Lawswire transfer of immediately available federal funds for credit to Seller to a bank account or accounts designated by Seller in writing prior to Closing.

Closing Payment. (Aa) During the Interim Period and at least 5 Business Days prior to the Closing, Oronite and the Local Sellers’ Representative shall jointly prepare and deliver the Closing Statement which shall be subject to Buyer’s approval, and the Parties shall resolve any issues related to or arising out of the calculation of Parent will make the Closing Payment in accordance with Exhibit C.and subject to the following limitations: (i) The maximum aggregate number of Parent Shares to be used by Parent to pay consideration to all Former Equity Owners (whether as part of the Closing Payment, as part of any Escrowed Shares, or as part of any later payment of Merger Consideration) will not exceed the Parent Share Limit; (ii) That portion of the Closing Payment to be paid to any Non-Accredited Investor will be paid entirely in cash out of that portion of the Net Closing Cash referred to in Section 2.4(b)(iii)(C); (iii) Subject to the limitations set forth in Sections 2.5(a)(i) and (ii), that portion of the Closing Payment to be paid to any Accredited Investor will be paid in such combination of (A) Parent Shares and (B) At cash as is determined pursuant to the Parent Shares/Cash Allocation Procedures. For the avoidance of doubt, if and to the extent any portion of the Closing Payment to be made to any Former Equity Owner is withheld as contemplated by Section 2.7, unless otherwise determined by Parent, that withholding will be deducted from the Net Closing Cash and any amount so withheld will be treated as having been paid to the Former Equity Owner for all purposes of this Agreement. (b) Parent will deliver that portion of the Closing Payment Parent Shares that is to be paid to each Former Equity Owner through the Transfer Agent so that the Parent Shares so delivered will be held in the name of the Former Equity Owner immediately after the Closing; except that in the case of any Former Equity Owner who has not delivered to Parent, by not later than two Business Days before the Closing, Buyer shall makean accredited investor letter in such form as Parent may reasonably require, or cause the completion of the transfer of the Parent Shares to the Former Equity Owner will be delayed by the Transfer Agent until Parent has received such an accredited investor letter from the Former Equity Owner after the Closing. (c) Parent will deliver the Escrowed Shares to the Transfer Agent to be made, held as contemplated in Section 2.4(b)(i). (d) Each book-entry confirmation representing any of the Closing Payment Parent Shares (including the Escrowed Shares) will be subject to stop transfer instructions and will be stamped or otherwise imprinted with a legend substantially in the following payments form: “THE SECURITIES REPRESENTED BY CONFIRMATION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (collectivelyTHE “ACT”), the “Closing PaymentAND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER.”): (1e) Each book-entry confirmation representing any of the Escrowed Shares will be subject to U.S. Bank National Association, as escrow agent stop transfer instructions and will be stamped or otherwise imprinted with a legend (the “Purchase Price Adjustment Escrow AgentLegend”)) substantially in the following form: “THE SALE OR OTHER TRANSFER OF THESE SECURITIES REPRESENTED BY CONFIRMATION, WHETHER VOLUNTARY OR BY OPERATION OF LAW, IS SUBJECT TO CERTAIN RESTRICTIONS, AS WELL AS A POTENTIAL OBLIGATION TO SURRENDER THE SECURITIES, BY ACTION OF THE REPRESENTATIVE, IN CERTAIN CIRCUMSTANCES, ALL AS SET FORTH IN AN AGREEMENT AND PLAN OF MERGER BETWEEN DERMA SCIENCES, INC., DB MERGER SUB ONE, LLC, BIOD, LLC, AND CY▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇S REPRESENTATIVE, DATED JULY 27, 2016. A COPY OF SUCH AGREEMENT MAY BE OBTAINED FROM THE SECRETARY OF DERMA SCIENCES, INC.” (f) Parent will pay that portion of the sum of US$5,000,000 (the “Purchase Price Adjustment Escrow Amount”), which shall be deposited in an escrow account Net Closing Cash that is to be known paid to each Former Equity Owner in accordance with the Closing Payment Spreadsheet and by wire transfer of immediately available funds pursuant to wire transfer instructions to be provided by Representative concurrently with the Closing Payment Spreadsheet; except that in the case of any Former Equity Owner who has not delivered to Parent a duly executed and valid Form W-9 (or Form W-8BEN in the case of a non-resident alien individuals or foreign entities) (any such duly executed and Valid Form W-9 or Form W-8BEN, as the case may be, a “Purchase Price Adjustment Escrow Account” Valid Form W-9 or W-8BEN”) or with respect to which wire transfer instructions have not been so delivered, Parent will retain the cash that would otherwise have been paid to that Former Equity Owner, to be held until Parent has received a duly executed and established Valid Form W-9 or W-8BEN or wire transfer instructions, as the case may be, and funded pursuant then paid by Parent to the terms Former Equity Owner. (g) No interest will be paid to or accrued in favor of any Former Equity Owner with respect to payments of any Merger Consideration that certain Escrow Agreement, dated as is paid at any time after the Closing Date in accordance with any provision of this Section 2.5. (h) Any portion of the Closing Date, by and among Buyer, Oronite, the Local Sellers’ Representative and the Purchase Price Adjustment Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit J (the “Purchase Price Adjustment Escrow Agreement”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations of Sellers pursuant to any adjustment to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein), and will be held Payment that remains unclaimed by the Purchase Price Adjustment Escrow Agent in escrow subject to Former Equity Owners after the terms and conditions of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National Association, as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as first anniversary of the Closing DateDate will be returned to Parent, by and among Buyerupon demand, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Associationsuch Former Equity Owner who has not delivered a Valid Form W-9 or W-8BEN or an accredited investor letter, as escrow agent (the “Oronite Escrow Agent”)case may be, the sum equal on or before that first anniversary, may thereafter look only to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as Parent for payment of the Closing DatePayment. Notwithstanding the foregoing, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security Parent will not be liable to any Former Equity Owner for any adjustment amounts paid to a Government Entity pursuant to applicable abandoned property, escheat or similar applicable Laws. Any amounts remaining unclaimed by Former Equity Owners by the second anniversary of the Closing Date (or such earlier date, immediately before such time when the amounts would otherwise escheat to or become property of any Government Entity) will become, to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oronite, an amount equal to the Oronite Percentage of the Estimated Purchase Price minus the Oronite Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding Taxes, if any, as required extent permitted by applicable Laws; and (5) to , the Local Sellers’ Trustee (for further distribution to the Local Sellers in accordance with their respective Local Seller Pro Rata Shares), an amount equal to the Local Sellers’ Percentage property of the Estimated Purchase Price minus the Local Sellers’ Percentage Parent free and clear of the amount any claims or interest of the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Lawsany Person previously entitled thereto.

Closing Payment. In the event that (Aa) During BFE Parties shall have executed and delivered this Agreement to Administrative Agent on or before 11:30 a.m. (Central Standard Time), on November 22, 2013, (b) BFE Parties shall have satisfied and complied with and fully performed all of the Interim Period covenants and at least 5 Business Days prior to the Closing, Oronite obligations set forth in this Agreement and the Local Sellers’ Representative Deed in Lieu Documents (including, without limitation, the obligations of BFE Parties under Section 2 above) and, as to obligations relating to future performance, BFE Parties shall jointly prepare perform such obligations as and deliver when required hereunder or under the Deed in Lieu Documents, (c) the Transaction closes and (d) no Event of Default (other than the Acknowledged Events of Default) shall have occurred and be continuing as of the date (the “Transaction Closing Statement Date”) on which the Transaction closes (the conditions described in the foregoing subclauses (a) through (d), the “Payment Conditions”), the Lenders shall be subject pay to Buyer’s approvalOpco, on the Transaction Closing Date, the following: (i) the sum of $2,880,000 and (ii) 50% of the agreed upon estimated projected EDITDA for the Facilities for the 5-day period following the Transaction Closing Date in the amount of $450,000 (the “Closing Payment”), and the Parties Opco shall resolve any issues related to or arising out of the calculation of the accept such Closing Payment in accordance with Exhibit C. (B) At the Closing, Buyer shall make, or cause to be madefull and final satisfaction of all obligations of Agents, the following payments Lenders and DIL Seller under the Escrow Agreement and Sections 13(b), (c) and (d) of the Deed in Lieu Agreement (collectively, the “Closing Payment”): (1) to U.S. Bank National Association, as escrow agent (the “Purchase Price Adjustment Escrow AgentWaived Obligations”). Effective as of the date hereof, all of the sum of US$5,000,000 (the “Purchase Price Adjustment Escrow Amount”), which Waived Obligations are hereby waived and disclaimed by each BFE Party and shall be deposited of no force or effect. Without limitation of the foregoing, each BFE Party hereby acknowledges and agrees that no BFE Party shall (a) have any rights, title or interest in an escrow account or to the Escrow Deposit or any other amounts at any time payable under the Escrow Agreement, (b) receive any membership interests, warrants or other form of equity ownership or interest in DIL Seller or any other Acquiring Entity or (c) receive any compensation for the performance of the Transition Employment Obligation (which Transition Employment Obligation remains in full force and effect in accordance with Section 13(f) of the Deed in Lieu Agreement, is hereby ratified and confirmed by each of the BFE Parties and shall be known as the “Purchase Price Adjustment Escrow Account” and established and funded pursuant to fully performed by BFE Parties in accordance with the terms of that certain Escrow the Deed in Lieu Agreement, dated as of the Closing Date, by and among Buyer, Oronite, the Local Sellers’ Representative and the Purchase Price Adjustment Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit J (the “Purchase Price Adjustment Escrow Agreement”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations Without limitation of Sellers pursuant to any adjustment to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein), and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National Association, as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby)5 below, and will be held by the Local Sellers’ Escrow Agent except as expressly provided in escrow subject to the terms and conditions this Section 3, no other obligations of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National AssociationAgents, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oronite, an amount equal to the Oronite Percentage of the Estimated Purchase Price minus the Oronite Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Laws; and (5) to the Local Sellers’ Trustee (for further distribution to the Local Sellers in accordance with their respective Local Seller Pro Rata Shares), an amount equal to the Local Sellers’ Percentage of the Estimated Purchase Price minus the Local Sellers’ Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable LawsAcquiring Entities or Lenders are waived or modified.

Closing Payment. No later than five (A5) During the Interim Period and at least 5 Business Days prior to the ClosingClosing Date, Oronite and the Local SellersStockholders’ Representative shall jointly prepare and deliver to Purchaser (i) an unaudited balance sheet of the Insurance Company as of the last day of the month ended immediately prior to the Closing Statement which shall be subject Date (the “Estimation Date”) but giving effect to Buyer’s approval, and the Parties shall resolve any issues related to or arising out distribution of the Extraordinary Dividend, prepared in accordance with SAP Consistently Applied (the “Estimated Closing Balance Sheet”), (ii) the Stockholders’ calculation of the Statutory Surplus based on the Estimated Closing Balance Sheet (the “Estimated Closing Statutory Surplus”) and the Liquid Asset Valuation (the “Estimated Closing Liquid Asset Valuation”), each as of the Estimation Date, (iii) the amount of any adjustments to the Closing Payment in accordance with Exhibit C.pursuant to this Section 2.7 and (iv) the amount necessary to pay off the Closing Debt as contemplated by Section 5.16. The Closing Payment will equal the Base Purchase Price, adjusted as follows: (Ba) At the Closing, Buyer shall make, or cause to be made, the following payments (collectively, the “Closing Payment”): (1) to U.S. Bank National Associationif the Estimated Closing Statutory Surplus is less than the Target Surplus, as escrow agent (the “Base Purchase Price Adjustment Escrow Agent”), the sum of US$5,000,000 (the “Purchase Price Adjustment Escrow Amount”), which shall be deposited in an escrow account to be known as the “Purchase Price Adjustment Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, reduced by and among Buyer, Oronite, the Local Sellers’ Representative and the Purchase Price Adjustment Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit J (the “Purchase Price Adjustment Escrow Agreement”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations of Sellers pursuant to any adjustment to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein), and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National Association, as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oronite, an amount equal to the Oronite Percentage of amount by which the Target Surplus exceeds the Estimated Closing Statutory Surplus; and (2) if the Estimated Closing Statutory Surplus is greater than the Target Surplus, the Base Purchase Price minus the Oronite Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding Taxes, if any, as required shall be increased by applicable Laws; and (5) to the Local Sellers’ Trustee (for further distribution to the Local Sellers in accordance with their respective Local Seller Pro Rata Shares), an amount equal to the Local Sellers’ Percentage of amount by which the Estimated Closing Statutory Surplus exceeds the Target Surplus; and (b) (1) if the Estimated Closing Liquid Asset Valuation is less than the Target Liquid Asset Valuation, the Base Purchase Price minus the Local Sellers’ Percentage of shall be reduced by an amount equal to the amount of by which the Target Liquid Asset Valuation exceeds the Estimated Closing Liquid Asset Valuation; and (2) if the Estimated Closing Liquid Asset Valuation is greater than the Target Liquid Asset Valuation, the Base Purchase Price Adjustment Escrow Amount minus shall be increased by an amount equal to the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required amount by applicable Lawswhich the Estimated Closing Liquid Asset Valuation exceeds the Target Liquid Asset Valuation.

Closing Payment. (A) During the Interim Period and at least 5 Business Days prior to the Closing, Oronite and the Local Sellers’ Representative shall jointly prepare and deliver the Closing Statement which shall be subject to Buyer’s approval, and the Parties shall resolve any issues related to or arising out of the calculation of the Closing Payment in accordance with Exhibit C. (Ba) At the Closing, Standard Pacific shall: (i) cause Buyer shall maketo pay by wire transfer of immediately available funds $21,805,000, plus (or cause to be mademinus if negative) (A) the estimated book value of the assets less liabilities of the Company and its Subsidiaries (other than the Excluded Company) on the Balance Sheet Date, as set forth on Schedule 2.2(a)(i) (the following payments "Estimated Balance Sheet Date Net Book Value"), less (B) $25,000,000 (collectively, the “"Cash Payment"); (ii) issue an aggregate of 459,559 shares of Standard Pacific Common Stock to the Sellers as set forth on Schedule 2.2(a)(ii) (the "Stock Payment" and, collectively with the Cash Payment, the "Closing Payment”):"); and (1iii) cause Buyer to U.S. Bank National Association, as escrow agent satisfy (or cause the Acquired Companies to satisfy) the Debt of the Acquired Companies set forth on Schedule 2.2(a)(iii) (the “Purchase Price Adjustment Escrow Agent”"Company Indebtedness") by paying the amounts set forth in payoff letters for the Company Indebtedness, including any applicable per diem amounts specified therein (the "Payoff Amounts"). Notwithstanding anything contained in this Section 2.2(a)(iii), the sum of US$5,000,000 (the “Purchase Price Adjustment Escrow Amount”)Acquired Companies shall pay all penalty interest, which shall be deposited in an escrow account to be known prepayment penalties, exit fees or other penalties due as the “Purchase Price Adjustment Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as a result of the Closing Date, by prepayment of the Company Indebtedness. The payment of such amount will be reflected in the Balance Sheet Date Financial Statements and among Buyer, Oronite, will have the Local Sellers’ Representative effect of decreasing the Estimated Balance Sheet Date Net Book Value and the Purchase Price Adjustment Escrow AgentBalance Sheet Date Net Book Value. (b) At the Closing, substantially in (i) each Seller's Pro Rata Portion of the form and on terms and conditions Cash Payment, as set forth in Exhibit J on Schedule 2.2(a)(ii) (less such Seller's Pro Rata Portion of the “Purchase Price Adjustment Escrow Agreement”Reserve Amount). The Purchase Price Adjustment Escrow , shall be delivered to such Seller by wire transfer, and (ii) the Reserve Amount shall be utilized to fund any obligations of Sellers pursuant to any adjustment delivered to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite Sellers' Representative by wire transfer. Each Seller and the Local Sellers’ Trustee as provided herein), and will be held by the Purchase Price Adjustment Escrow Agent ' Representative shall designate in escrow subject writing to Buyer at least three days prior to the terms and conditions Closing the account to which such wire transfer payment shall be made. Each of the Purchase Price Adjustment Escrow Agreement Sellers hereby authorizes the Sellers' Representative to disburse any or all of the Reserve Amount to satisfy the costs and this Agreement. All expenses (including fees charged by of attorneys, accountants and brokers or finders) of the Purchase Price Adjustment Escrow Agent Sellers and the Acquired Companies incurred in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National Association, as escrow agent (the “Local Sellers’ Escrow Agent”)this Agreement, the sum equal to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement Transaction Documents and the transactions contemplated hereby), hereby and will be held thereby. Any portion of the Reserve Amount not so disbursed by the Local Sellers’ Escrow Agent in escrow subject to ' Representative on the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as first anniversary of the Closing Date, Date shall be promptly thereafter disbursed by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment Sellers' Representative to the Estimated Purchase Price pursuant Sellers in their Pro Rata Portion. (c) No fractional shares of Standard Pacific Common Stock shall be issued. If a Seller would otherwise be entitled to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreementa fractional share, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions lieu of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oroniteissuance of such fractional share, an a cash amount equal to the Oronite Percentage product of the Estimated Purchase Price minus the Oronite Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount such fraction and minus withholding Taxes, if any, as required by applicable Laws; and (5) $32.64 shall be added to the Local Sellers’ Trustee (for further distribution Cash Payment to the Local Sellers in accordance with their respective Local Seller Pro Rata Shares), an amount equal be made to the Local Sellers’ Percentage of the Estimated Purchase Price minus the Local Sellers’ Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Lawssuch Seller.

Closing Payment. (A) During the Interim Period and at least 5 Business Days prior to the Closing, Oronite and the Local Sellers’ Representative shall jointly prepare and deliver the Closing Statement which shall be subject to Buyer’s approval, and the Parties shall resolve any issues related to or arising out of the calculation of the Closing Payment in accordance with Exhibit C. (B) At the Closing, the Buyer shall make, Entities (or cause to be made, their Affiliates) will make the following payments (collectivelytogether, the “Closing Payment”): (1i) to U.S. Bank National Association, as escrow agent $5,000,000 (the “Purchase Price Adjustment Escrow Amount”) will be deposited with ▇▇▇▇▇ Fargo Bank, National Association (the “Escrow Agent”), the sum of US$5,000,000 (the “Purchase Price Adjustment Escrow Amount”), which shall be deposited in an escrow account to be known as the “Purchase Price Adjustment Escrow Account” and established and funded held pursuant to the terms of that certain an escrow agreement in the form of Exhibit A (the “Escrow Agreement”), dated entered into by the Buyer, the Sellers’ Representative, and the Escrow Agent; (ii) $95,000,000, less the sum of (v) the amount of Closing Indebtedness, (w) the amount of any Change of Control Payments, (x) the amount of Seller Transaction Expenses, (y) the amount of Unpaid 2010 Bonuses and Commissions, and (z) if required pursuant to Section 5.8(b), the Eiber Estimated Settlement Amount, will be paid to the Sellers’ Representative (for the benefit of the Seller Parties) by wire transfer of immediately available funds to an account designated in writing by the Sellers’ Representative; (iii) the amount of the Closing Indebtedness shall be paid to the Sellers’ Lenders in accordance with the instructions set forth in the Payoff Letters; (iv) the Seller Transaction Expenses shall be paid to each provider of services set forth in the Payoff Letters; (v) the Change of Control Payments shall be paid to the parties required to receive such payments as set forth on Schedule 1.9(c)(v); and (vi) the Unpaid 2010 Bonuses and Commissions shall be paid to the parties entitled to receive such payments as set forth on Schedule 1.9(c)(vi). The Seller Parties will deliver to the Buyer evidence of receipt of the Closing Payment (including the amount of the Closing Indebtedness, the Seller Transaction Expenses, the Change of Control Payments) and of payment of the Unpaid 2010 Bonuses and Commissions, and evidence of the payment of any payroll amounts owed to employees of the Sellers, the Seller Foreign Subsidiaries and Pipeline Seal U.K. on account of any period ending on or prior to the Closing Date, by and among Buyerin each case, Oronite, the Local Sellers’ Representative and the Purchase Price Adjustment Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit J (the “Purchase Price Adjustment Escrow Agreement”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations of Sellers pursuant to any adjustment reasonably satisfactory to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein), and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National Association, as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oronite, an amount equal to the Oronite Percentage of the Estimated Purchase Price minus the Oronite Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Laws; and (5) to the Local Sellers’ Trustee (for further distribution to the Local Sellers in accordance with their respective Local Seller Pro Rata Shares), an amount equal to the Local Sellers’ Percentage of the Estimated Purchase Price minus the Local Sellers’ Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Laws.

Closing Payment. The amount which shall be due at the Closing shall be an amount computed as set forth below: (Aa) During the Interim Period and at least 5 Business Days On or prior to the second Business Day immediately preceding the Closing Date, Seller shall deliver to Buyer a Draft Closing Statement for the Closing. On the Closing Date: (i) if the aggregate amount (including Accrued Interest) of the Deposit Liabilities assumed by Buyer at the Closing as of the close of business on the fifth Business Day preceding the Closing Date exceeds the Estimated Purchase Price, Oronite Seller shall pay the amount of such excess to Buyer by wire transfer of immediately available funds to Buyer's Account, or (ii) if the Estimated Purchase Price exceeds the aggregate amount (including Accrued Interest) of the Deposit Liabilities assumed by Buyer at the Closing as of the close of business on the fifth Business Day preceding the Closing Date, Buyer shall pay to Seller, by wire transfer of immediately available funds to Seller's Account, the amount of such excess. (b) On or before 12:00 noon on the thirtieth day following the Closing Date, Seller shall deliver to Buyer a statement setting forth (i) the Closing Purchase Price (including all adjustments and prorations to the Closing Purchase Price) and each component of the Closing Purchase Price (including with respect to the Loans the Final Loan Schedule) and (ii) the amount of Deposit Liabilities (including Accrued Interest on them) assumed by Buyer as of the close of business on the Closing Date. Such statement shall also set forth, as applicable, (iii) the amount by which the aggregate balance of the Deposit Liabilities (including Accrued Interest on them) transferred to Buyer on the Closing Date exceeded the Closing Purchase Price (including all adjustments and prorations to the Closing Purchase Price) calculated as of the close of business on the Closing Date or (iv) the amount by which the Closing Purchase Price, including all adjustments and prorations to the Closing Purchase Price, exceeded the aggregate balance of the Deposit Liabilities assumed by Buyer on the Closing Date, calculated as of the close of business on the Closing Date (the amount calculated pursuant to subparagraph (iii) or (iv) of this section 3.02(b), as applicable, the "Adjusted Payment Amount"). (c) On or before 12:00 noon on the forty-fifth day following the Closing Date: (i) if Seller had transferred immediately available funds to Buyer under section 3.02(a) at the Closing and the Local Sellers’ Representative Adjusted Payment Amount exceeds the Estimated Payment Amount, then Seller shall jointly prepare and deliver pay to Buyer by wire transfer of immediately available funds to Buyer's Account the amount of such excess, plus interest thereon calculated using the Federal Funds Rate from the Closing Statement which Date but excluding the payment date; (ii) if Seller had transferred immediately available funds to Buyer under section 3.02(a) at the Closing and the Estimated Payment Amount exceeds the Adjusted Payment Amount, then Buyer shall pay by wire transfer of immediately available funds to Seller's Account the amount of such excess, plus interest thereon calculated using the Federal Funds Rate from the Closing Date but excluding the payment date; (iii) if Buyer had transferred immediately available funds to Seller under section 3.02(a) at the Closing and the Estimated Payment Amount exceeds the Adjusted Payment Amount, then Seller shall pay to Buyer by wire transfer of immediately available funds to Buyer's Account the amount of such excess, plus interest thereon calculated using the Federal Funds Rate from the Closing Date but excluding the payment date; and (iv) if Buyer had transferred immediately available funds to Seller under section 3.02(a) at the Closing and the Adjusted Payment Amount exceeds the Estimated Payment Amount, then Buyer shall pay by wire transfer of immediately available funds to Seller's Account the amount of such excess, plus interest thereon calculated using the Federal Funds Rate from the Closing Date but excluding the payment date. (d) Except as provided in the next sentence, all payments with respect to any Loan purchased by Buyer at the Closing received by Seller or Buyer on or prior to the close of business on the Closing Date shall be subject to Buyer’s approvalthe property of Seller, and all payments with respect to such Loan received by Seller or Buyer after the Parties Closing Date shall resolve be the property of Buyer. Any payments with respect to any issues related Loan purchased by Buyer at the Closing received by Seller prior to or arising out of the Closing Date that are not reflected in the calculation of the Adjusted Payment Amount and any payments with respect to any Loan purchased by Buyer at the Closing Payment in accordance with Exhibit C. (B) At received by Seller after the Closing, Buyer shall make, or cause to be made, the following payments (collectively, the “Closing Payment”): (1) to U.S. Bank National Association, as escrow agent (the “Purchase Price Adjustment Escrow Agent”), the sum of US$5,000,000 (the “Purchase Price Adjustment Escrow Amount”), which Date shall be deposited in an escrow account promptly forwarded by Seller to be known as the “Purchase Price Adjustment Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite, the Local Sellers’ Representative and the Purchase Price Adjustment Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit J (the “Purchase Price Adjustment Escrow Agreement”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations of Sellers pursuant to any adjustment to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein), and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National Association, as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oronite, an amount equal to the Oronite Percentage of the Estimated Purchase Price minus the Oronite Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Laws; and (5) to the Local Sellers’ Trustee (for further distribution to the Local Sellers in accordance with their respective Local Seller Pro Rata Shares), an amount equal to the Local Sellers’ Percentage of the Estimated Purchase Price minus the Local Sellers’ Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Laws.

Closing Payment. (A) During the Interim Period and at least 5 Business Days prior The “Closing Payment” shall be equal to the ClosingUnadjusted Merger Consideration, Oronite and minus the Local Sellers’ Estimated Working Capital Deficit (if any), plus the Estimated Working Capital Excess (if any), minus the Indemnity Escrow Amount, minus the Adjustment Escrow Amount, minus the Holder Representative Expense Amount, minus the Estimated Closing Date Indebtedness, minus the Estimated Company Transaction Expenses. Concurrently with the Effective Time, Buyer shall jointly prepare and deliver the Closing Statement which shall be subject to Buyer’s approval, and the Parties shall resolve any issues related to or arising out of the calculation of (i) pay the Closing Payment in accordance with Exhibit C. to the Payments Administrator for further distribution to the Shareholders, (Bii) At repay the Closing, Buyer shall make, or cause to be made, Closing Date Funded Indebtedness on behalf of the following payments (collectively, the “Closing Payment”): (1) to U.S. Bank National Association, as escrow agent (the “Purchase Price Adjustment Escrow Agent”), the sum of US$5,000,000 (the “Purchase Price Adjustment Escrow Amount”), which shall be deposited in an escrow account to be known as the “Purchase Price Adjustment Escrow Account” and established and funded Company pursuant to the terms of that certain Escrow Agreementinstructions specified in the Estimated Closing Statement, dated as of (iii) pay to the Closing DateCompany, by and among Buyer, Oronite, the Local Sellers’ Representative and the Purchase Price Adjustment Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit J (the “Purchase Price Adjustment Escrow Agreement”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations wire transfer of Sellers pursuant to any adjustment to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein), and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National Association, as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oroniteimmediately available funds, an amount equal to the Oronite Percentage of Company Transaction Expenses, and the Company shall pay the Company Transaction Expenses in the amounts and to the Persons identified in the Estimated Purchase Price minus Closing Statement, and (iv) pay to the Oronite Percentage of Escrow Agent the amount of Indemnity Escrow Amount, the Purchase Price Adjustment Escrow Amount minus and the Oronite Indemnification Escrow Holder Representative Expense Amount and minus withholding Taxes, if any, as required by applicable Laws; and (5) to the Local Sellers’ Trustee (for further distribution to the Local Sellers in accordance with their respective Local Seller Section 2.7.4. Promptly following receipt by the Payments Administrator of the Closing Payment from Buyer, the Holder Representative shall cause the Payments Administrator to pay each Shareholder that has complied with the requirements of Section 2.7.3(a) hereof such holder’s Pro Rata Shares), an amount equal Portion of the Closing Payment. Notwithstanding anything to the Local Sellers’ Percentage contrary contained herein, Buyer shall not assume any Funded Indebtedness of the Estimated Purchase Price minus the Local Sellers’ Percentage Company by reason of this Agreement or any of the amount of the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Lawstransactions contemplated hereby.