Common use of Net Working Capital Adjustment Clause in Contracts

Net Working Capital Adjustment. (a) At least three (3) Business Days, but no more than seven (7) Business Days, prior to the Closing Date, Representative shall cause to be prepared and delivered to Purchaser a good faith estimate of the Net Working Capital immediately prior to the Closing (subject to the last sentence hereof, the “Estimated Net Working Capital”), which shall be certified by a duly authorized officer of the Company as the Sellers’ good faith estimate of the Net Working Capital as of immediately prior to the Closing, which statement shall quantify in reasonable detail the estimates of each item included in such calculation, in each case calculated in accordance with the provisions of this Agreement. The Parties shall cooperate with one another in connection with the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review of the Estimated Net Working Capital (including all components thereof). Prior to the Closing Date, Purchaser shall notify Representative of any objections to the Estimated Net Working Capital (including any component thereof), and the Parties shall work in good faith to resolve such objections and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Net Working Capital. (b) Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Representative a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Closing (the “Closing Net Working Capital”) as well as the adjustments to the Purchase Price which shall be made pursuant to this Section 1.3; provided, however, that a failure by Purchaser to deliver the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that Seller has been prejudiced by such failure. Sellers shall cooperate with Purchaser in its preparation of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation of the Closing Net Working Capital (including all components thereof), provided that such access is in a manner that does not unreasonably or materially interfere with the normal business operations of Purchaser and its Affiliates. (c) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Purchaser within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each component, the difference and the amount thereof and reasons therefor) for the determination of such different amount. If Representative does not deliver a Dispute Notice to Purchaser within such thirty (30) day period, the Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the provisions of this Section 1.3, including all defined terms in this Agreement. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If Purchaser and Representative resolve such differences, the Closing Statement and the Closing Net Working Capital agreed to by Purchaser and Representative will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. If Purchaser and Representative do not reach a final resolution on the Closing Statement and the Closing Net Working Capital within thirty (30) days after Representative has delivered the Dispute Notice, unless Purchaser and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among Purchaser, Representative, and the Neutral Accountant (which Purchaser and Representative agree to execute promptly), in the manner provided below. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all of the issues or matters relating to the adjustments under this Section 1.3, but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed Items”), solely in accordance with the terms of this Agreement. Each of Purchaser and Representative will be entitled to make a presentation to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein); and Purchaser and Representative shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of, and materials provided by, Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award that is non-appealable. The fees and expenses of the Neutral Accountant shall be borne by Representative and Purchaser in proportion to the amounts by which their respective calculations of the Closing Net Working Capital differ from the Final Closing Net Working Capital as finally determined by the Neutral Accountant. Nothing in this Section 1.3(c) is to be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the resolution of differences between Purchaser and Representative regarding the determination of the Final Closing Statement (and the Final Closing Net Working Capital calculation therein); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Representative. (d) Promptly, but no later than ten (10) Business Days after the final determination thereof, if the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds the Estimated Net Working Capital, Purchaser shall pay such excess amount to Representative, for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to the Sellers any excess of the Estimated Net Working Capital over the Target Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (ii) is less than the Estimated Net Working Capital, Sellers shall pay such shortfall to Purchaser. Any payments made pursuant to this Section 1.3 shall be treated as an adjustment to the Purchase Price by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Section 7 are inapplicable to the adjustments to be made under this Section 1.3.

Net Working Capital Adjustment. The adjustment to the Base Price with respect to Net Working Capital shall be determined in accordance with the following provisions: (a) At least three five (35) Business Days, but no more than seven (7) Business Days, Days prior to the Closing Date, Representative ParentCo shall cause deliver to be prepared and delivered to the Purchaser a report setting forth (i) a good faith estimate of the Net Working Capital immediately prior Capital, based on current information then reasonably available to the Sellers and broken down on a line-item basis, together with reasonable documentation in support of such estimate (including at a minimum a complete aging report of all Accounts Receivable and a report of all Inventory, with such Accounts Receivable and Inventory reports being the most recently available weekly accounts receivable report and monthly inventory report before such date of delivery by ParentCo) and, based thereon, the upwards or downwards adjustment to be made to the Base Price for purposes of determining the Closing Payment (the “Initial Net Working Capital Adjustment”). The Initial Net Working Capital Adjustment shall be subject to the last sentence hereofreview and approval of the Purchaser upon receipt, acting reasonably and in good faith (which approval shall be for Closing purposes only and shall not constitute the “Estimated Purchaser’s acceptance of the Initial Net Working Capital”), which shall be certified by a duly authorized officer of the Company Capital Adjustment as the Sellers’ good faith estimate definitive determination of the Net Working Capital as of immediately prior Capital), and the Purchaser shall have two (2) Business Days to submit any objection to the Closing, which statement shall quantify Initial Net Working Capital Adjustment to ParentCo; provided that such objection must be submitted in writing setting forth in reasonable detail the estimates Purchaser’s objection; and provided further that such objection may only be based on (i) the failure of each item included in such calculationParentCo to provide adequate back-up information or documentation for the Initial Net Working Capital Adjustment, in each case (ii) a deviation from available financial information on which the Initial Net Working Capital Adjustment is to be based, (iii) the failure of the Initial Net Working Capital Adjustment to be calculated in accordance with the provisions requirements of this Agreement. The Parties shall cooperate with one another in connection with , (iv) the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review failure of the Estimated Initial Net Working Capital Adjustment to be calculated in accordance with GAAP (including all components thereof). Prior except as such failure is expressly permitted or required pursuant to the Closing Date, Purchaser shall notify Representative of any objections to the Estimated Net Working Capital (including any component thereofthis Agreement), and the Parties shall work in good faith to resolve such objections and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Net Working Capital. or (v) calculation error. (b) Within ninety forty-five (9045) days after the Closing Date, the Purchaser shall prepare and deliver to Representative ParentCo a statement report showing (i) the Purchaser’s determination of the actual Net Working Capital based on the Purchaser’s review of the Transferred Assets and Assumed Liabilities existing as of the Effective Time, which report shall be in reasonable detail and broken down on a line-item basis, together with reasonable documentation in support of such determination (including at a minimum a complete aging report of all Accounts Receivable and a report of all Inventory, with such Accounts Receivable and Inventory reports having been prepared as of the Effective Time) and, based thereon, the upwards or downwards adjustment to be made to the Base Price for purposes of determining the Purchase Price (the “Post-Closing Statement”) calculating the Net Working Capital as Adjustment”). ParentCo shall have thirty (30) days (or more, if mutually agreed upon by ParentCo and Purchaser) after its receipt of immediately prior to the Closing (the “Post-Closing Net Working Capital”Capital Adjustment to give written notice (an “Objection Notice “) as well as the adjustments to the Purchase Price Purchaser of any objection to the Post-Closing Net Working Capital Adjustment. Any Objection Notice must specify in reasonable detail the objections of ParentCo and may only be based on (i) the failure of the Purchaser to provide adequate back-up information or documentation for the Post-Closing Net Working Capital Adjustment, (ii) a deviation from available financial information on which shall the Post-Closing Net Working Capital Adjustment is to be made based, (iii) the failure of the Post-Closing Net Working Capital Adjustment to be calculated in accordance with the requirements of this Agreement, (iv) the failure of the Post-Closing Net Working Capital Adjustment to be calculated in accordance with GAAP (except as such failure is expressly permitted or required pursuant to this Section 1.3; providedAgreement), howeveror (v) calculation error. During such thirty (30)-day (or more, that a failure if mutually agreed upon by ParentCo and Purchaser) period, the Purchaser to deliver the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except shall provide ParentCo and its Representatives with access to the extent that Seller has been prejudiced by such failure. Sellers shall cooperate with Purchaser in its preparation relevant books, records and personnel of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative ParentCo to assist ParentCo in connection with its review of the Closing Statement and Purchaser’s calculation of the Post-Closing Net Working Capital (including all components thereof), provided that such access is in a manner that does not unreasonably or materially interfere with the normal business operations of Purchaser and its AffiliatesAdjustment. (c) If Representative disputes any amounts as shown on If, within the Closing Statement, Representative shall deliver to Purchaser within thirty (3030)-day (or more, if mutually agreed upon by ParentCo and Purchaser) period referred to in Section 1.11(b), an Objection Notice that meets the requirements of Section 1.11(b) is delivered by ParentCo to the Purchaser, Representatives of ParentCo and the Purchaser shall confer in good faith for up to ten (10) days (or such longer period as they may agree) after the date of the Purchaser’s receipt of the Closing Statement a notice Objection Notice to resolve the objections raised by ParentCo. If such parties are unable to resolve all such objections within such period, then at any time thereafter, ParentCo or the Purchaser may require that the objection raised by ParentCo be immediately submitted to the Bankruptcy Court for resolution, whereupon the parties shall cooperate reasonably and in good faith to establish fast-track procedures for presenting their respective positions to the Bankruptcy Court. In any such submission to the Bankruptcy Court, the Purchaser may request that the Bankruptcy Court toll the remainder of the one hundred five (105)-day time period for holding of funds in the “Dispute Notice”Adjustment Escrow Account pending the Bankruptcy Court’s determination of the matter in question. Any determination of the Bankruptcy Court with respect to the matters that are the subject of ParentCo’s objection shall be final, binding and conclusive on the parties hereto. (d) setting forth Representative’s calculation of Upon the first (1st) to occur of, (i) the written agreement between ParentCo and the Purchaser as to the Post-Closing Net Working Capital and describing in reasonable detail Adjustment, including any amendment to be made thereto, (ii) the basis (including for each component, passage of the difference and the amount thereof and reasons therefor) for the determination of such different amount. If Representative does not deliver a Dispute Notice to Purchaser within such thirty (3030)-day (or more, if mutually agreed upon by ParentCo and Purchaser) day period, period after ParentCo has received the Closing Statement (and the determination of Post-Closing Net Working Capital therein) prepared and delivered by Purchaser will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement Adjustment without ParentCo’s delivery of an Objection Notice (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the provisions of this Section 1.3, including all defined terms in this Agreement. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If Purchaser and Representative resolve such differences, the Closing Statement and the Closing Net Working Capital agreed to by Purchaser and Representative will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. If Purchaser and Representative do not reach a final resolution on the Closing Statement and the Closing Net Working Capital within thirty (30) days after Representative has delivered the Dispute Notice, unless Purchaser and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among Purchaser, Representative, and the Neutral Accountant (which Purchaser and Representative agree to execute promptly), in the manner provided below. Each of Purchaser and Representative case ParentCo shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all of the issues or matters relating accepted and agreed to the adjustments under this Section 1.3, but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed Items”Post-Closing Net Working Capital Adjustment), solely in accordance with the terms of this Agreement. Each of Purchaser and Representative will be entitled to make a presentation to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant or (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement (and iii) the determination of the Bankruptcy Court of all matters that are the subject of an Objection Notice, the Net Working Capital, as finally determined pursuant to one or more of the foregoing (the “Final Net Working Capital Adjustment”) shall be final, binding and conclusive on the parties hereto. (e) For purposes of calculating the Initial Net Working Capital Adjustment, the Post-Closing Net Working Capital therein); and Purchaser and Representative shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (Adjustment and the determination of the Closing Final Net Working Capital therein) within twenty (20) days after Adjustment, the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of, and materials provided by, Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined Warranty Liabilities assumed by the Neutral Accountant Purchaser pursuant to Section 1.3(d) shall be deemed to be constitute a current liability in an aggregate amount equal to the lesser of (A) such amount determined (in each case, based on and using the Sellers’ historical warranty information) (i) in accordance with GAAP and (ii) the accounting methodologies used to calculate warranty reserves by Cavco Industries, Inc., a Delaware corporation, and (B) $9,500,000.00, and the parties shall prepare and settle such adjustments using such lesser amount. (f) If the amount of the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award that is non-appealable. The fees and expenses of the Neutral Accountant shall be borne by Representative and Purchaser in proportion to the amounts by which their respective calculations of the Closing Net Working Capital differ from Adjustment exceeds the Final Closing amount of the Initial Net Working Capital as finally determined by the Neutral Accountant. Nothing in this Section 1.3(cAdjustment, then, within five (5) is to be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the resolution of differences between Purchaser and Representative regarding Business Days after the determination of the Final Closing Statement (and the Final Closing Net Working Capital calculation therein); or (ii) resolve any Adjustment Amount, the Purchaser shall pay to ParentCo, on behalf of the Sellers, the amount of such differences excess by making an adjustment wire transfer of immediately available funds to any component the bank account to which the Purchaser wire transferred the portion of the Closing Statement (and Payment referred to in Section 1.6(b). If the Closing amount of the Final Net Working Capital calculation therein) that Adjustment Amount is outside less than the amount of the range defined by amounts as finally proposed by Purchaser and Representative. Initial Net Working Capital Adjustment, then, within five (d) Promptly, but no later than ten (105) Business Days after the final determination thereof, if of the Final Closing Net Working Capital set forth Adjustment, ParentCo, on behalf of the Sellers, shall refund to the Purchaser the amount of such shortfall by wire transfer of immediately available funds to a bank account specified by the Purchaser in writing to ParentCo. Such payment shall first be made by ParentCo from and up to the Adjustment Escrow Account, with any additional amount due not capable of being satisfied by funds in the Final Closing Statement: Adjustment Escrow Account being paid directly by the Sellers. (ig) exceeds If, after final payment of amounts due under Section 1.11(f), any funds remain in the Estimated Net Working CapitalAdjustment Escrow Account, Purchaser shall pay such excess amount to Representative, for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to the Sellers any excess of the Estimated Net Working Capital over the Target Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (ii) is less than the Estimated Net Working Capital, Sellers shall pay such shortfall to Purchaser. Any payments made pursuant to this Section 1.3 ParentCo shall be treated as an adjustment entitled to release such funds from the Purchase Price by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Section 7 are inapplicable to the adjustments to be made under this Section 1.3Adjustment Escrow Account and retain them for its own account.

Net Working Capital Adjustment. Within sixty (a60) At least three (3) Business Days, but no more than seven (7) Business Days, prior to days following the Closing Date, Representative shall cause Plains may elect to be prepared prepare and delivered deliver to Purchaser MAP a good faith estimate of statement ("Adjustment Statement") detailing, by item, any instances in which Plains believes that the Net Effective Time Working Capital immediately prior to the Closing (subject to the last sentence hereof, the “Estimated Net Working Capital”), which shall be certified by a duly authorized officer of the Company as the Sellers’ good faith estimate of the Net Working Capital as of immediately prior to the Closing, which statement shall quantify in reasonable detail the estimates of each item included in such calculation, in each case calculated Statement was not prepared in accordance with the provisions definitions of Current Assets and Current Liabilities set forth in this Agreement. The Parties shall cooperate with one another in connection with the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review of the Estimated Net Working Capital (including all components thereof). Prior to the Closing Date, Purchaser shall notify Representative of any objections to the Estimated Net Working Capital (including any component thereof), and the Parties proposed resultant adjustments to Net Working Capital. Plains shall make available to MAP all information reasonably required to verify whether proposed adjustments detailed on the Adjustment Statement are correct. Within thirty (30) calendar days following the receipt of the Adjustment Statement, MAP may elect to dispute the Adjustment Statement by giving written notice to Plains detailing each item disputed by MAP and setting forth the reasons for such dispute. If MAP shall not have given a timely dispute notice to Plains disagreeing with the Adjustment Statement, it shall be deemed to have agreed with the Adjustment Statement. If MAP shall give a timely dispute notice, MAP and Plains shall work in good faith to resolve such objections and any disputed items. If they shall not so agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Net Working Capital. (b) Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Representative a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Closing (the “Closing Net Working Capital”) as well as the adjustments to the Purchase Price which shall be made pursuant to this Section 1.3; provided, however, that a failure by Purchaser to deliver the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that Seller has been prejudiced by such failure. Sellers shall cooperate with Purchaser in its preparation of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation of the Closing Net Working Capital (including all components thereof), provided that such access is in a manner that does not unreasonably or materially interfere with the normal business operations of Purchaser and its Affiliates. (c) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Purchaser within thirty (30) calendar days after receipt of following the Closing Statement a date the dispute notice (is received, then either MAP or Plains may cause the “Dispute Notice”) setting forth Representative’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each component, the difference and the amount thereof and reasons therefor) for the determination of such different amount. If Representative does not deliver a Dispute Notice to Purchaser within such thirty (30) day period, the Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser will be deemed matter to be the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the provisions of this Section 1.3, including all defined terms in this Agreement. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If Purchaser and Representative resolve such differences, the Closing Statement and the Closing Net Working Capital agreed to by Purchaser and Representative will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. If Purchaser and Representative do not reach a final resolution on the Closing Statement and the Closing Net Working Capital within thirty (30) days after Representative has delivered the Dispute Notice, unless Purchaser and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect referred to the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among PurchaserArbitrator, Representative, and the Neutral Accountant (which Purchaser and Representative agree to execute promptly), in the manner provided below. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all of the issues or matters relating to the adjustments under this Section 1.3, but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed Items”), solely in accordance with the terms of this Agreement. Each of Purchaser and Representative will be entitled to make a presentation to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein); and Purchaser and Representative shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access giving written notice to the other Party with respect party and to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of, and materials provided by, Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award that is non-appealableArbitrator. The fees and expenses of the Neutral Accountant Arbitrator shall be borne 50% by Representative Plains and Purchaser 50% by MAP. The Arbitrator shall, within ninety (90) calendar days following the date such matter is referred to it, determine whether any adjustment proposed on the Adjustment Statement that is the subject of disagreement among the parties should be made; provided, however, that any adjustments shall be in proportion to accordance with the amounts by which their respective calculations of the Closing Net Working Capital differ from the Final Closing Net Working Capital as finally determined definitions contained in this Agreement. Such determination by the Neutral Accountant. Nothing in this Section 1.3(c) is to Arbitrator shall be construed to authorize or permit final and binding on the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except parties for the resolution purposes of differences between Purchaser and Representative regarding the determination of the Final Closing Statement (and the Final Closing Net Working Capital calculation therein); or (ii) resolve computing any such differences by making an adjustment to any component of the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Representative. (d) Promptly, but no later than ten (10) Business Days after the final determination thereof, if the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds the Estimated Net Working Capital, Purchaser shall pay such excess amount to Representative, for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to the Sellers any excess of the Estimated Net Working Capital over the Target Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (ii) is less than the Estimated Net Working Capital, Sellers shall pay such shortfall to Purchaser. Any payments made pursuant to this Section 1.3 shall be treated as an adjustment to the Purchase Price by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Section 7 are inapplicable to the adjustments payment to be made under this Section 1.32.4, and may be enforced by appropriate judicial or other proceedings. Such payments, in either case, shall be made within fifteen (15) calendar days following the final determination (whether by agreement of the parties or determination by the Arbitrator). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to Net Working Capital.

Net Working Capital Adjustment. (a) At least three (3) Business DaysWithin 60 days after the Closing, but no more than seven (7) Business Days, prior to Acquirer shall prepare the Closing Date, Representative shall cause to be prepared and delivered to Purchaser a good faith estimate calculation of the Company Net Working Capital immediately prior (the “NWC Calculations”) by delivering to the Closing Stockholders’ Agent a notice (subject to the last sentence hereof, the “Estimated Acquirer NWC Notice”) setting forth Acquirer’s calculation of Company Net Working Capital”), Capital and the amount by which shall be certified by a duly authorized officer of the Company as the Sellers’ good faith estimate of the Net Working Capital as of immediately prior to calculated by Acquirer is less than or more than Company Net Working Capital as set forth in the Closing, which statement shall quantify in reasonable detail the estimates of each item included in such calculationCompany Closing Financial Certificate, in each case calculated together with supporting documentation, information and calculations. Any matters not expressly set forth in the Acquirer NWC Notice shall be deemed to have been accepted by Acquirer, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in dispute. (b) The Stockholders’ Agent may object to the calculation of Company Net Working Capital set forth in the Acquirer NWC Notice by providing written notice of such objection to Acquirer within 30 days after Acquirer’s delivery of the Acquirer NWC Notice (the “Notice of Objection”), together with supporting documentation, information and calculations. Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Stockholders’ Agent on behalf of the Converting Holders, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in dispute. (c) If the Stockholders’ Agent timely provides the Notice of Objection, then Acquirer and the Stockholders’ Agent shall confer in good faith for a period of up to ten Business Days following Acquirer’s timely receipt of the Notice of Objection in an attempt to resolve any disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and binding on the parties hereto and the Converting Holders. (d) If, after the ten Business Day period set forth in Section 1.6(c), Acquirer and the Stockholders’ Agent cannot resolve any matter set forth in the Notice of Objection, then Acquirer and the Stockholders’ Agent shall engage a nationally or regionally recognized independent accounting firm acceptable to both Acquirer and the Stockholders’ Agent, with which neither has an existing relationship (the “Independent Accountant”) to review only the matters in the Notice of Objection that are still disputed by Acquirer and the Stockholders’ Agent and the NWC Calculations to the extent relevant thereto. After such review and a review of the Company’s relevant books and records, the Independent Accountant shall promptly (and in any event within 60 days following its engagement) determine the resolution of such remaining disputed matters, which determination shall be final and binding on the parties hereto and the Converting Holders, and the Independent Accountant shall provide Acquirer and the Stockholders’ Agent with a calculation of Company Net Working Capital in accordance with such determination. (e) In the provisions of this Agreement. The Parties shall cooperate event that Acquirer and Stockholders’ Agent submit any unresolved objections with one another in connection with respect to the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review of the Estimated Net Working Capital (including all components thereof). Prior to the Closing DateIndependent Accountant for resolution as provided in Section 1.6(d), Purchaser Acquirer and the Stockholders’ Agent (on behalf of the Converting Holders) shall notify Representative each pay their own fees and expenses. The costs and charges of any objections the Independent Accountant will be allocated between the parties based on the inverse of the percentage its determination (before such allocation) bears to the Estimated Net Working Capital (including any component thereof)aggregate amount of the items in dispute as originally submitted to the Independent Accountant. By way of illustration and not limitation, assuming the items in dispute total an amount equal to $1,000 and the Parties shall work Independent Accountant awards $600 in good faith to resolve favor of the Stockholders’ Agent’s position, 60% of the costs of its review would be borne by Acquirer and 40% of such objections and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall costs would be deemed borne by the Estimated Net Working Capital. Converting Holders. (bf) Within ninety (90) days after In the Closing Date, Purchaser shall prepare and deliver to Representative a statement (event the “Closing Statement”) calculating the Company Net Working Capital as of immediately prior finally determined pursuant to Section 1.6, as the Closing case may be (the “Closing Net Working Capital”) as well as is less than the adjustments to Company Net Working Capital calculated in the Purchase Price which Company Closing Financial Certificate, the Converting Holders shall be made pursuant to this Section 1.3; providedseverally but not jointly, howeverbased on their respective Pro Rata Share, indemnify and hold harmless Acquirer, without any objection by the Stockholders’ Agent, for the amount that a failure by Purchaser to deliver the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that Seller has been prejudiced by such failure. Sellers shall cooperate with Purchaser in its preparation of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation of the Closing Net Working Capital (including all components thereof), provided that such access is in a manner that does not unreasonably or materially interfere with the normal business operations of Purchaser and its Affiliates. (c) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Purchaser within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each component, the difference and the amount thereof and reasons therefor) for the determination of such different amount. If Representative does not deliver a Dispute Notice to Purchaser within such thirty (30) day period, the Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the provisions of this Section 1.3, including all defined terms in this Agreement. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If Purchaser and Representative resolve such differences, the Closing Statement and the Closing Net Working Capital agreed to by Purchaser and Representative will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. If Purchaser and Representative do not reach a final resolution on the Closing Statement and the Closing Net Working Capital within thirty (30) days after Representative has delivered the Dispute Notice, unless Purchaser and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among Purchaser, Representative, and the Neutral Accountant (which Purchaser and Representative agree to execute promptly), in the manner provided below. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all of the issues or matters relating to the adjustments under this Section 1.3, but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed Items”), solely in accordance with the terms of this Agreement. Each of Purchaser and Representative will be entitled to make a presentation to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein); and Purchaser and Representative shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of, and materials provided by, Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award that is non-appealable. The fees and expenses of the Neutral Accountant shall be borne by Representative and Purchaser in proportion to the amounts by which their respective calculations of the Closing Net Working Capital differ from the Final Closing Net Working Capital as finally determined by the Neutral Accountant. Nothing in this Section 1.3(c) is to be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the resolution of differences between Purchaser and Representative regarding the determination of the Final Closing Statement (and the Final Closing Net Working Capital calculation therein); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Representative. (d) Promptly, but no later than ten (10) Business Days after the final determination thereof, if the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds the Estimated Net Working Capital, Purchaser shall pay such excess amount to Representative, for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to the Sellers any excess of the Estimated Net Working Capital over the Target Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (ii) is less than the Estimated Company Net Working CapitalCapital calculated in the Company Closing Financial Certificate and Acquirer shall be entitled recover such amount from the Holdback Fund, Sellers shall pay and then to the extent any amount still remains, from the Converting Holders in accordance with their Pro Rata Share of such shortfall final remainder. (g) Acquirer’s right to Purchaserindemnification pursuant to this Section 1.6 will not be subject to any of the limitations set forth in Article VI. Any payments made pursuant to this Section 1.3 1.6 shall be treated as an adjustment adjustments to the Purchase Price by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Section 7 are inapplicable Total Merger Consideration for all Tax purposes to the adjustments to be made maximum extent permitted under this Section 1.3Applicable Law.

Net Working Capital Adjustment. (a) At least three Within thirty (330) Business Days, but no more than seven (7) Business Days, prior to days after the Closing Distribution Date, Representative SDS shall cause to be prepared and delivered to Purchaser AS SpinCo a good faith estimate written statement (the “Initial Net Working Capital Statement”) that shall set forth a calculation in reasonable detail of SDS’s proposed calculation of Net Working Capital. The Initial Net Working Capital Statement shall be prepared in accordance with the practices and methodologies applied in preparing the Example Statement of Net Working Capital and shall be based exclusively on the facts and circumstances as they existed as of 11:59 pm on the Distribution Date, provided that the effects of the AS Separation Transaction and any event, act, change in circumstances or similar development arising or occurring after the Distribution Date shall be disregarded. In furtherance of the forgoing, (i) on or prior to April 7, 2014, AS SpinCo shall cause to be prepared and delivered to SDS trial balance financial packages for the quarterly period ended March 31, 2014, which trial balance packages shall include all members of the Availability Group consistent with what has historically been provided to SDS for purposes of its consolidation and external SEC reporting requirements; and (ii) on or prior to April 8, 2014, AS SpinCo shall cause to be prepared and delivered to SDS all required supporting Khalix schedules typically provided to SDS. (b) If AS SpinCo does not give written notice to SDS that it disputes any aspect of the Initial Net Working Capital Statement (an “Adjustment Dispute Notice”) within fifteen (15) days of receiving the Initial Net Working Capital Statement, AS SpinCo agrees that the Initial Net Working Capital Statement shall be deemed to set forth the final Net Working Capital. Prior to the end of such fifteen (15) day period, AS SpinCo may accept the Initial Net Working Capital Statement by delivering written notice to that effect to SDS, in which case the final Net Working Capital shall equal the Net Working Capital immediately prior to set forth in the Closing (subject to the last sentence hereof, the “Estimated Net Working Capital”), which shall be certified by a duly authorized officer of the Company as the Sellers’ good faith estimate of the Initial Net Working Capital as of immediately prior Statement. If AS SpinCo gives an Adjustment Dispute Notice to the ClosingSDS within such fifteen (15) day period, which statement AS SpinCo and SDS shall quantify in use commercially reasonable detail the estimates of each item included in such calculation, in each case calculated in accordance with the provisions of this Agreement. The Parties shall cooperate with one another in connection with the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review of the Estimated Net Working Capital (including all components thereof). Prior to the Closing Date, Purchaser shall notify Representative of any objections to the Estimated Net Working Capital (including any component thereof), and the Parties shall work in good faith efforts to resolve such objections the dispute during the thirty (30) day period commencing on the date SDS receives the Adjustment Dispute Notice from AS SpinCo. If SDS and AS SpinCo agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Net Working Capital. (b) Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Representative a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Closing (the “Closing Net Working Capital”) as well as the adjustments to the Purchase Price which shall be made pursuant to this Section 1.3; provided, however, that a failure by Purchaser to deliver the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that Seller has been prejudiced by such failure. Sellers shall cooperate resolution with Purchaser in its preparation of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access respect to all personnel, relevant documents and information to the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation of the Closing Net Working Capital (including all components thereof), provided that such access is in a manner that does not unreasonably or materially interfere with the normal business operations of Purchaser and its Affiliates. (c) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Purchaser within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each component, the difference and the amount thereof and reasons therefor) for the determination of such different amount. If Representative does not deliver a Dispute Notice to Purchaser disputed items within such thirty (30) day period, then the Closing Statement (and the determination of Closing Initial Net Working Capital therein) prepared Statement shall be revised as appropriate to reflect such resolution by SDS and delivered by Purchaser will AS SpinCo and, as so revised, such Initial Net Working Capital Statement shall be deemed to be set forth the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the provisions of this Section 1.3, including all defined terms in this Agreement. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If Purchaser and Representative resolve such differences, the Closing Statement and the Closing Net Working Capital agreed to by Purchaser and Representative will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. If Purchaser SDS and Representative AS SpinCo do not reach agree upon a final resolution on with respect to any disputed items within such thirty (30) day period, then the Closing Statement and remaining items in dispute shall be submitted immediately to the Closing Net Working Capital Accounting Firm. The Accounting Firm shall be requested to render a determination of the applicable dispute within thirty (30) days after Representative has delivered referral of the Dispute Noticematter to such Accounting Firm, unless Purchaser which determination must be in writing and Representative mutually agree to continue their efforts to resolve such differencesmust set forth, in reasonable detail, the Neutral Accountant basis therefor. The terms of appointment and engagement of the Accounting Firm shall resolve be as agreed upon between SDS and AS SpinCo, and any associated engagement fees shall be initially borne fifty percent (50%) by SDS and fifty percent (50%) by AS SpinCo; provided that such differences fees shall ultimately be allocated between the parties in the same proportion that the aggregate amount of the remaining disputed items that were submitted to the Accounting Firm that is unsuccessfully disputed by each party (as finally determined by the Accounting Firm) bears to the total amount of such remaining disputed items so submitted. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Accounting Firm shall be borne by the party incurring such cost and expense. In resolving the disputed items, the Accounting Firm shall (i) only consider those items and amounts as to which SDS and AS SpinCo have disagreed within the time periods and on the terms specified above and (ii) only make adjustments based on noncompliance with the practices and methodologies applied in preparing the Example Statement of Net Working Capital. The determination made by the Accounting Firm with respect to the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among Purchaserremaining disputed items shall not exceed or be less than the amounts proposed by SDS and AS SpinCo, Representative, and as the Neutral Accountant (which Purchaser and Representative agree to execute promptly), in the manner provided belowcase may be. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all of the issues or matters relating to the adjustments under this Section 1.3, but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed Items”), solely in accordance with the terms of this Agreement. Each of Purchaser and Representative will be entitled to make a presentation to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s Such determination of the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein); and Purchaser and Representative Accounting Firm shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of, and materials provided by, Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award that is non-appealableparties hereto. The fees and expenses of the Neutral Accountant shall be borne by Representative and Purchaser in proportion to the amounts by which their respective calculations of the Closing Initial Net Working Capital differ from Statement shall be revised as appropriate to reflect the Final Closing resolution of any objections thereto pursuant to this Section 9.08 and, as so revised, such Initial Net Working Capital Statement shall be deemed to set forth the final Net Working Capital. (c) AS SpinCo shall, and shall cause the other members of the Availability Group to, make its financial records reasonably available to SDS and its accountants and other representatives at reasonable times at any time (in a manner so as finally determined to not interfere unreasonably with the normal business operations of the members of the Availability Group) for purposes of the preparation by SDS of, and the resolution of any objections with respect to, the Initial Net Working Capital Statement. Each Party shall, and shall cause the other members of its Group to, make its financial records reasonably available to the Accounting Firm at reasonable times at any time (in a manner so as to not interfere unreasonably with the normal business operations of the members of each Group) during the review by the Neutral Accountant. Nothing in Accounting Firm of, and the resolution of any objections with respect to, the Initial Net Working Capital Statement (d) From the Distribution Date through the date of resolution of any objections to the Initial Net Working Capital Statement pursuant to this Section 1.3(c) 9.08, AS SpinCo shall not, and shall cause the other members of the Availability Group not to, take any actions with respect to any accounting books, records, policy or procedure of the Availability Group on which the Net Working Capital is to be construed based that would make it impossible or impracticable to authorize or permit calculate the Neutral Accountant to: Net Working Capital in the manner and utilizing the methods required hereby. (ie) determine Promptly (and in any questions or matters whatsoever under or in connection with this Agreement, except for the resolution of differences between Purchaser and Representative regarding event within three (3) Business Days) following the determination of the Final Closing Statement (and the Final Closing Net Working Capital calculation therein); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Representative. (d) Promptly, but no later than ten (10) Business Days after the final determination thereof, if the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds the Estimated Net Working Capital, Purchaser shall pay such excess amount to Representative, for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to the Sellers any excess of the Estimated Net Working Capital over the Target Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares accordance with this Section 9.08, AS SpinCo or cashSDS, as applicable, shall make the following payment in Purchaser’s sole discretion)immediately available funds: (i) If the final Net Working Capital is greater (a smaller negative number) than negative $126 million, AS SpinCo shall pay to SDS an amount equal to the amount by which the final Net Working Capital is greater than negative $126 million; or and (ii) If the final Net Working Capital is less (a larger negative number) than negative $136 million, SDS shall pay to AS SpinCo an amount equal to the amount by which the final Net Working Capital is less than the Estimated Net Working Capital, Sellers shall pay such shortfall to Purchaser. Any payments made pursuant to this Section 1.3 shall be treated as an adjustment to the Purchase Price by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Section 7 are inapplicable to the adjustments to be made under this Section 1.3negative $136 million.

Net Working Capital Adjustment. (ai) At least three Within sixty (360) Business Daysdays of Closing, but no more than seven Buyer shall prepare and deliver to Seller a statement setting forth its calculation of the Closing Working Capital (7“Closing NWC Statement”). After receiving the Closing NWC Statement, Seller shall have sixty (60) Business Daysdays to review the Closing NWC Statement (the “Review Period”). During the Review Period, Seller will have reasonable access to the books and records of Buyer to the extent that they relate to the Closing NWC Statement and provided, that such access does not interfere with the normal business operations of Buyer. On or prior to the Closing Date, Representative shall cause to be prepared and delivered to Purchaser a good faith estimate last day of the Net Working Capital immediately Review Period, Seller may object to the Closing NWC Statement by delivering notice detailing its objections to the Closing NWC Statement. If Seller fails to deliver such notice prior to the Closing (subject to expiration of the last sentence hereofReview Period, the “Estimated Net Working Capital”)Closing NWC Statement and the Post-Closing Adjustment, which as the case may be, reflected in the Closing NWC Statement, as the case may be, shall be certified deemed to have been accepted by a duly authorized officer of the Company as the Sellers’ good faith estimate of the Net Working Capital as of immediately Seller. If S▇▇▇▇▇ does deliver such statement prior to the Closing, which statement shall quantify in reasonable detail the estimates of each item included in such calculation, in each case calculated in accordance with the provisions of this Agreement. The Parties shall cooperate with one another in connection with the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review expiration of the Estimated Net Working Capital (including all components thereof). Prior Review Period, then the Buyer and S▇▇▇▇▇ agree to the Closing Date, Purchaser shall notify Representative of any objections to the Estimated Net Working Capital (including any component thereof), and the Parties shall work negotiate in good faith to resolve such objections and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Net Working Capital. within fifteen (b) Within ninety (9015) days after of delivery. In the Closing Dateevent Buyer and Seller are unable to reach and agreement or resolve Seller’s objections, Purchaser shall prepare and deliver to Representative a statement then any amounts remaining in dispute (the “Closing StatementDisputed Amounts”) calculating shall be submitted for resolution to the Net Working Capital office of a mutually agreed to independent and impartial nationally recognized firm of independent certified public accountants (the “Independent Accountant”) who, acting as of immediately prior experts and not arbitrators, shall resolve the Disputed Amounts only and make adjustments to the Closing (the “Closing Net Working Capital”) NWC Statement as well as the adjustments to the Purchase Price which shall be made pursuant to this Section 1.3; provided, however, that a failure by Purchaser to deliver the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that Seller has been prejudiced by such failurenecessary. Sellers shall cooperate with Purchaser in its preparation of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation of the Closing Net Working Capital (including all components thereof), provided that such access is in a manner that does not unreasonably or materially interfere with the normal business operations of Purchaser and its Affiliates. (c) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Purchaser within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each component, the difference and the amount thereof and reasons therefor) for the determination of such different amount. If Representative does not deliver a Dispute Notice to Purchaser within such thirty (30) day period, the Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions The parties hereto agree that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the provisions of this Section 1.3, including all defined terms in this Agreement. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If Purchaser and Representative resolve such differences, the Closing Statement and the Closing Net Working Capital agreed to by Purchaser and Representative will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. If Purchaser and Representative do not reach a final resolution on the Closing Statement and the Closing Net Working Capital within thirty (30) days after Representative has delivered the Dispute Notice, unless Purchaser and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Independent Accountant shall resolve such differences with respect to the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among Purchaser, Representative, and the Neutral Accountant (which Purchaser and Representative agree to execute promptly), in the manner provided below. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all of the issues or matters relating to the adjustments under this Section 1.3, but shall only decide the specific components items under dispute in the Dispute Notice (the “Disputed Items”), solely in accordance with the terms of this Agreement. Each of Purchaser and Representative will be entitled to make a presentation to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding parties and any decision arrived at by such Party’s determination of the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein); and Purchaser and Representative shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination Independent Account shall be based solely on such presentations of, final and materials provided by, Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award that is non-appealable. The fees and expenses of the Neutral Accountant shall be borne by Representative and Purchaser in proportion to the amounts by which their respective calculations of the Closing Net Working Capital differ from the Final Closing Net Working Capital as finally determined by the Neutral Accountant. Nothing in this Section 1.3(c) is to be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the resolution of differences between Purchaser and Representative regarding the determination of the Final Closing Statement (and the Final Closing Net Working Capital calculation therein); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Representativedeterminative. (d) Promptly, but no later than ten (10) Business Days after the final determination thereof, if the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds the Estimated Net Working Capital, Purchaser shall pay such excess amount to Representative, for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to the Sellers any excess of the Estimated Net Working Capital over the Target Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (ii) is less than the Estimated Net Working Capital, Sellers shall pay such shortfall to Purchaser. Any payments made pursuant to this Section 1.3 shall be treated as an adjustment to the Purchase Price by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Section 7 are inapplicable to the adjustments to be made under this Section 1.3.

Net Working Capital Adjustment. (a) At least three (3) Not less than five Business Days, but no more than seven (7) Business Days, Days prior to the Closing DateClosing, Representative shall cause to be prepared and delivered Sellers will deliver to Purchaser a good faith estimate balance sheet of the Acquired Business, which balance sheet shall include a computation of Net Working Capital Capital, as of the end of the month immediately prior to preceding the Closing (subject such Net Working Capital, as adjusted pursuant to the last sentence hereofthis Section 2.7(a), the “Estimated Closing Net Working Capital”). Such balance sheet, which and Closing Net Working Capital calculated therefrom, shall be certified by prepared in accordance with the Accounting Policies. If Purchaser disagrees with such balance sheet and the calculation of Closing Net Working Capital, representatives of Sellers and Purchaser shall meet to discuss such disagreement, and the Closing Net Working Capital shall be revised, to the extent agreed, to reflect such discussion. The Purchase Price shall be increased, dollar for dollar, to the extent that Closing Net Working Capital exceeds Target Net Working Capital or decreased, dollar for dollar, to the extent that Closing Net Working Capital is less than Target Net Working Capital. (b) Within 60 days following the Closing, Purchaser shall prepare a duly authorized officer balance sheet of the Company as of the Sellers’ good faith estimate close of business on the Closing Date (including the notes thereto, the “Closing Balance Sheet”). The Closing Balance Sheet shall fairly present the financial position of the Acquired Business and shall be prepared in a manner consistent with the Accounting Policies. (c) Purchaser shall deliver a copy of the Closing Balance Sheet to the Parent promptly after it has been prepared. After receipt of the Closing Balance Sheet, Parent shall have thirty (30) days to review the Closing Balance Sheet, together with the work papers used in the preparation thereof. Parent shall have reasonable access to all relevant books and records and employees of the Company to the extent required to complete its review of the Net Working Capital as of immediately prior reflected on the Closing Balance Sheet. Parent may dispute only those items reflected on the Closing Balance Sheet which relate to Net Working Capital and only on the Closing, which statement shall quantify in reasonable detail the estimates of each item included in basis that such calculation, in each case calculated amounts were not arrived at in accordance with the provisions of this AgreementAccounting Policies. The Parties shall cooperate with one another in connection with Unless Parent delivers written notice to Purchaser on or prior to the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review 30th day after Parent’s receipt of the Estimated Net Working Capital (including Closing Balance Sheet specifying in reasonable detail all components thereof). Prior to the Closing Date, Purchaser shall notify Representative of any objections to the Estimated Net Working Capital (including any component thereof), disputed items and the Parties shall work in good faith to resolve such objections and agree upon a final Estimated Net Working Capital for purposes of Closingbasis therefor, and such agreed upon estimate Parent shall be deemed the Estimated Net Working Capital. (b) Within ninety (90) days after the Closing Date, Purchaser shall prepare to have accepted and deliver agreed to Representative a statement (the “Closing Statement”) calculating the Net Working Capital as reflected on the Closing Balance Sheet. If Parent so notifies Purchaser of immediately prior its objection to the Closing (the “Closing Net Working Capital”) as well as the adjustments to the Purchase Price which shall be made pursuant to this Section 1.3; provided, howeverParent and Purchaser shall, that a failure by Purchaser to deliver the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that Seller has been prejudiced by such failure. Sellers shall cooperate with Purchaser in its preparation of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation of the Closing Net Working Capital (including all components thereof), provided that such access is in a manner that does not unreasonably or materially interfere with the normal business operations of Purchaser and its Affiliates. (c) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Purchaser within thirty (30) days after receipt of the Closing Statement a following such notice (the “Dispute Notice”) setting forth Representative’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each component, the difference and the amount thereof and reasons therefor) for the determination of such different amount. If Representative does not deliver a Dispute Notice to Purchaser within such thirty (30) day period, the Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the provisions of this Section 1.3, including all defined terms in this Agreement. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If Purchaser and Representative resolve such differences, the Closing Statement and the Closing Net Working Capital agreed to by Purchaser and Representative will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. If Purchaser and Representative do not reach a final resolution on the Closing Statement and the Closing Net Working Capital within thirty (30) days after Representative has delivered the Dispute Notice, unless Purchaser and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among Purchaser, Representative, and the Neutral Accountant (which Purchaser and Representative agree to execute promptly), in the manner provided below. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all of the issues or matters relating to the adjustments under this Section 1.3, but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed ItemsResolution Period”), solely in accordance with the terms of this Agreement. Each of Purchaser and Representative will be entitled to make a presentation to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein); and Purchaser and Representative shall use commercially reasonable efforts to cause the Neutral Accountant attempt to resolve the their differences between and any resolution by them and determine the as to any disputed amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations offinal, binding and materials provided by, Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award that is non-appealable. The fees and expenses of the Neutral Accountant shall be borne by Representative and Purchaser in proportion to the amounts by which their respective calculations of the Closing Net Working Capital differ from the Final Closing Net Working Capital as finally determined by the Neutral Accountant. Nothing in this Section 1.3(c) is to be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the resolution of differences between Purchaser and Representative regarding the determination of the Final Closing Statement (and the Final Closing Net Working Capital calculation therein); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Representativeconclusive. (d) Promptly, but no later than All amounts remaining in dispute shall be submitted to a firm of nationally recognized independent public accountants (the “Neutral Auditor”) selected by Purchaser and Parent within ten (10) Business Days days after the final determination thereofexpiration of the Resolution Period. If Purchaser and Parent are unable to agree on the Neutral Auditor, then KPMG LLP shall be retained as the Neutral Auditor. Each party agrees to execute, if requested by the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds the Estimated Net Working CapitalNeutral Auditor, Purchaser shall pay such excess amount to Representative, for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid a reasonable engagement letter. All fees and expenses relating to the Sellers any excess of work, if any, to be performed by the Estimated Net Working Capital over the Target Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (ii) is less than the Estimated Net Working Capital, Sellers shall pay such shortfall to Purchaser. Any payments made pursuant to this Section 1.3 Neutral Auditor shall be treated borne equally by Purchaser and Parent. The Neutral Auditor shall act as an adjustment arbitrator to determine any dispute in accordance with the Purchase Price Accounting Policies and based solely on presentations by the Parties. The Parties acknowledge that the limitations on indemnification set forth Purchaser and Parent, and not by independent review, only those issues still in Section 7 are inapplicable to the adjustments to be made under this Section 1.3dispute.

Net Working Capital Adjustment. (a) At least three Within the earlier of (3i) Business Days120 days after the Closing Date or (ii) 45 days after the Parent provides Buyer with the financial statements required pursuant to Section 4.8(b) hereof, but no more than seven (7) Business Days, prior the Buyer will prepare and deliver to the Closing DateParent a written statement of the Current Assets, Representative shall cause to be prepared the Current Liabilities and delivered to Purchaser a good faith estimate of the Net Working Capital immediately prior Amount (the “Closing Statement”). The date on which the Closing Statement is delivered to the Closing (subject Parent is referred to the last sentence hereof, herein as the “Estimated Net Working CapitalDelivery Date”). The Closing Statement shall reflect, which shall be certified by a duly authorized officer of the Company as the Sellers’ good faith estimate of the Net Working Capital as of immediately prior to the Closing, the Current Assets and the Current Liabilities, and, subject to the exclusions included in such definitions, will be prepared (i) in accordance with GAAP and (ii) utilizing the same Accounting Practices of the Business Subsidiary as were utilized in the preparation of the Most Recent Balance Sheet as they relate to the amounts to be included in the Closing Statement (but only to the extent such Accounting Practices are in accordance with GAAP) (it being understood that GAAP Accounting Practices will be utilized in the preparation of the Closing Statement to the extent the Accounting Practices of the Business Subsidiary utilized in the preparation of the Most Recent Balance Sheet are not in accordance with GAAP or there were no corresponding Accounting Practices of the Business Subsidiary utilized in the preparation of the Most Recent Balance Sheet); provided that, for the purpose of calculating the U.S. dollars equivalent of any asset or liability to be included in the Closing Statement which statement is denominated in a currency other than U.S. dollars, the applicable exchange rate published in The Wall Street Journal, Eastern Edition, on the business day preceding the Closing Date shall quantify be used. Anything contained herein to the contrary notwithstanding, the amounts set forth on the Closing Statement will not reflect any purchase accounting adjustments as a result of the Transaction. The Closing Statement will be prepared based solely on information available three days prior to the Delivery Date with regard to conditions that exist on the Closing Date. (b) Commencing with the Delivery Date and for a period of fifteen (15) business days thereafter, the Parent shall have reasonable access to the books and records and personnel of the Business and the opportunity to consult with the Buyer for purposes of confirming or disputing the Net Working Capital Amount set forth in the Closing Statement. The Closing Statement will be deemed to be the final, binding and conclusive Closing Statement (the “Final Closing Statement”) for all purposes on the 30th day after the Delivery Date unless the Parent delivers to the Buyer a written notice of its disagreement executed by the Parent (a “Notice of Disagreement”) on or prior to such date specifying in reasonable detail the estimates nature of each item included the Parent's objections to the Closing Statement. To be assertable in such calculationa Notice of Disagreement, in each case calculated an objection by the Parent with respect to any individual matter relating to the Closing Statement must assert that the Closing Statement was not prepared in accordance with the provisions terms of this AgreementSection 1.10(a) and the definitions of Current Assets or Current Liabilities with respect to such matter and relate to an adjustment equal to or greater than $5,000. The Parties shall cooperate Parent hereby irrevocably waives the right to assert any objection with one another in connection with the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review of the Estimated Net Working Capital (including all components thereof). Prior to the Closing Date, Purchaser shall notify Representative of any objections to the Estimated Net Working Capital (including any component thereof), and the Parties shall work in good faith to resolve such objections and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Net Working Capital. (b) Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Representative a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Closing (the “Closing Net Working Capital”) as well as the adjustments to the Purchase Price which shall be made pursuant to this Section 1.3; provided, however, that a failure by Purchaser to deliver the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that Seller has been prejudiced by such failure. Sellers shall cooperate with Purchaser in its preparation of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate respect to the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation of the Closing Net Working Capital (including all components thereof), provided that such access is not asserted in a manner that does not unreasonably or materially interfere with Notice of Disagreement delivered by the normal business operations of Purchaser and its Affiliates. (c) If Representative disputes any amounts as shown on Parent to the Closing Statement, Representative shall deliver to Purchaser Buyer within thirty (30) 30 days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each component, the difference and the amount thereof and reasons therefor) for the determination of such different amountDelivery Date. If Representative does not deliver a Dispute Notice of Disagreement is delivered by the Parent to Purchaser the Buyer within such thirty (30) -day period, then the Closing Statement (and the determination of Closing Net Working Capital thereinas adjusted, if necessary) prepared and delivered by Purchaser will be deemed to be the Final Closing Statement for all purposes on the earlier of (x) the date the Buyer and the Parent resolve in writing all differences they have with respect to the Closing Statement or (y) the date the disputed matters are resolved in writing by the Unaffiliated Firm (as defined below). In the event that disputed matters are resolved by the Unaffiliated Firm (as defined below), the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that Statement will consist of the applicable amounts from the Closing Statement (or amounts otherwise agreed to in writing by the Buyer and the determination Parent) as to items that have not been submitted for resolution to the Unaffiliated Firm, and the amounts determined by the Unaffiliated Firm as to items that were submitted for resolution by the Unaffiliated Firm. (c) During the 30 day period following the delivery of Closing Net Working Capital thereina Notice of Disagreement (the “Resolution Period”), the Buyer and the Parent will seek in good faith to resolve any differences they may have with respect to matters specified in the Notice of Disagreement. If, at the end of the Resolution Period, the Buyer and the Parent have not reached agreement on such matters, the Buyer and the Parent will promptly jointly engage a single arbitrator from an independent auditing firm of national reputation reasonably acceptable to the Buyer and the Parent (the “Unaffiliated Firm”) was not calculated to resolve the matters specified in the Notice of Disagreement that remain in dispute by arbitration in accordance with the provisions procedures set forth in this Section 1.10(c). In connection with such engagement, the Buyer and the Parent will each execute, if requested by the Unaffiliated Firm, a reasonable engagement letter including customary indemnities. Promptly after such engagement of the Unaffiliated Firm, the Buyer and the Parent will provide the Unaffiliated Firm with a copy of this Section 1.3, including all defined terms in this Agreement. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If Purchaser and Representative resolve such differences, the Closing Statement and the Closing Net Working Capital agreed Notice of Disagreement. Each of the Buyer, on the one hand, and the Parent, on the other hand, may also submit in writing to the Unaffiliated Firm one position statement accompanied by Purchaser and Representative any applicable supporting documentation it or they desire (each, a “Position Statement”) with respect to each of the matters set forth in the Notice of Disagreement submitted to the Unaffiliated Firm for resolution. Position Statements, if any, shall be delivered to the Unaffiliated Firm, with a copy to the other party (at the same time as it is provided to the Unaffiliated Firm), no later than the fifteenth (15th) day following the date the Unaffiliated Firm accepts its engagement hereunder. The Unaffiliated Firm will have the authority to request in writing such additional written submissions from the Buyer or the Parent as it deems appropriate; provided that a copy of any such submission will be provided to the other at the same time as it is provided to the Unaffiliated Firm. Neither the Buyer nor the Parent will make (or permit any of their Affiliates to make) any additional submission to the Unaffiliated Firm except pursuant to such a written request by the Unaffiliated Firm. Neither the Buyer nor the Parent will communicate (or permit any of their Affiliates to communicate) with the Unaffiliated Firm without providing the other a reasonable opportunity to participate in such communication with the Unaffiliated Firm (other than with respect to written submissions in response to the written request of the Unaffiliated Firm). The Unaffiliated Firm will have 45 days (or such longer period as may be reasonably required by the Unaffiliated Firm) to review the documents provided to it pursuant to this Section 1.10(c). Within such 45 day period (or such longer period as may be reasonably required by the Unaffiliated Firm), the Unaffiliated Firm will furnish simultaneously to the Buyer and the Parent its written determination with respect to each of the matters in dispute submitted to it for resolution. The Unaffiliated Firm will resolve the differences regarding the Closing Statement based solely on the information provided to the Unaffiliated Firm by the Buyer and the Parent pursuant to the terms of this Agreement (and not independent review). The Unaffiliated Firm's authority will be limited to resolving disputes with respect to whether the Closing Statement was prepared in accordance with the terms of Section 1.10(a) and the definitions of Current Assets and Current Liabilities with respect to the individual items on the Closing Statement in dispute specified in the Notice of Disagreement (it being understood that the Unaffiliated Firm will have no authority to make any adjustments to any financial statements or amounts other than amounts set forth on the Closing Statement that are in dispute). In resolving any disputed item, the Unaffiliated Firm may not assign a value to such item greater than the greatest value for such item asserted by the Buyer or the Parent or less than the smallest value for such item asserted by the Buyer or the Parent. (d) The decision of the Unaffiliated Firm will be, for all purposes, conclusive, non-appealable, final and binding. Such decision will be subject to specific performance pursuant to Section 10.10, and judgment may also be entered thereon as an arbitration award pursuant to the Federal Arbitration Act, 9 U.S.C. §§ 1-16, in any court of competent jurisdiction (subject to Section 15.12). The fees of the Unaffiliated Firm will be borne by the Buyer, on the one hand, and the Parent, on the other hand, in the same proportion that the dollar amount of disputed items lost by the Buyer, on the one hand, or the Parent, on the other hand, bears to the total dollar amount in dispute resolved by the Unaffiliated Firm. Each party will bear the fees, costs and expenses of its own accountants, attorneys and other experts and all of its other expenses in connection with matters contemplated by this Section 1.10. (e) Within ten (10) business days after the Closing Statement is deemed to be the Final Closing Statement and in accordance with Section 1.10(b): (i) if the Final Closing Net Working Capital. If Purchaser and Representative do not reach a final resolution on the Closing Statement and the Closing Net Working Capital within thirty (30) days after Representative has delivered the Dispute Notice, unless Purchaser and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among Purchaser, Representative, and the Neutral Accountant (which Purchaser and Representative agree to execute promptly), in the manner provided below. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all of the issues or matters relating to the adjustments under this Section 1.3, but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed Items”), solely in accordance with the terms of this Agreement. Each of Purchaser and Representative will be entitled to make a presentation to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant (or, if they cannot agree Amount shown on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein); and Purchaser and Representative shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of, and materials provided by, Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award that is non-appealable. The fees and expenses of the Neutral Accountant shall be borne by Representative and Purchaser in proportion to the amounts by which their respective calculations of the Closing Net Working Capital differ from the Final Closing Net Working Capital as finally determined by the Neutral Accountant. Nothing in this Section 1.3(c) is to be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the resolution of differences between Purchaser and Representative regarding the determination of the Final Closing Statement (and the “Final Closing Net Working Capital calculation therein); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Representative. (d) Promptly, but no later than ten (10) Business Days after the final determination thereof, if the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds the Estimated Net Working Capital, Purchaser shall pay such excess amount to Representative, for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to the Sellers any excess of the Estimated Net Working Capital over the Target Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (iiAmount”) is less than the Estimated Minimum Target Net Working CapitalCapital Amount, Sellers then Parent will pay to Buyer in cash an amount equal to the sum of (A) the difference between the Minimum Target Net Working Capital Amount and the Final Net Working Capital Amount, plus (B) interest on such difference from the Closing Date to the date of payment (calculated based on actual days elapsed in a 365-day year) at a rate of 3% per annum; (ii) if the Final Net Working Capital Amount is greater than the Maximum Target Net Working Capital Amount, then Buyer will pay to Parent an amount equal to the sum of (A) the difference between the Maximum Target Net Working Capital Amount and the Final Net Working Capital Amount, plus (B) interest on such difference from the Closing Date to the date of payment (calculated based on actual days elapsed in a 365-day year) at a rate of 3% per annum (such sum, the “Adjustment Amount”); (iii) if the Final Net Working Capital Amount is less than or equal to the Maximum Target Net Working Capital Amount and greater than or equal to the Minimum Target Net Working Capital Amount, then no payment adjustments shall pay such shortfall to Purchaser. Any payments be made pursuant to this Section 1.3 shall 1.10. The Adjustment Amount will be treated as paid by the Buyer by wire transfer of immediately available funds to Parent for an adjustment amount in dollars equal to the Purchase Price by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Section 7 are inapplicable to the adjustments to be made under this Section 1.3Adjustment Amount.

Net Working Capital Adjustment. (a) At least three Not less than five (35) Business Days, but no more than seven (7) Business Days, business days prior to Closing, the Closing Date, Representative shall cause Sellers will deliver to be prepared and delivered to Purchaser a good faith Buyer an estimate of the Net Working Capital of the Company, which Net Working Capital statement shall include a computation of Net Working Capital as of the end of the month immediately prior to preceding the Closing (subject such Net Working Capital, as adjusted pursuant to the last sentence hereofthis Section 1.4(a), the “Estimated Closing Net Working Capital”). For purposes of this Agreement, which a Net Working Capital statement shall be certified by prepared in the same manner that a duly authorized officer balance sheet of the Company as Seller would be prepared except that the Sellers’ good faith estimate of only line items from such a balance sheet that will be included in the Net Working Capital as statement are those line items that are included in the calculation of immediately prior to Net Working Capital. Set forth on Schedule 1.4 hereto is a pro forma balance sheet of Seller reflecting Net Working Capital at the Closing, which statement shall quantify in reasonable detail the estimates completion of each item included month in 2019. If Buyer disagrees with such calculation, in each case calculated in accordance with the provisions of this Agreement. The Parties shall cooperate with one another in connection with the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review of the Estimated Net Working Capital (including all components thereof). Prior statement and the calculation of Estimated Closing Net Working Capital, representatives of Seller and Buyer shall meet to the Closing Datediscuss such disagreements, Purchaser shall notify Representative of any objections to and the Estimated Closing Net Working Capital (including any component thereof)shall be revised, and to the Parties extent agreed, to reflect such discussion. The Purchase Price shall work in good faith be decreased dollar for dollar, to resolve such objections and agree upon a final the extent that the Estimated Closing Net Working Capital for purposes of Closingis less than Fifty- Three Thousand, and such agreed upon estimate shall be deemed Six Hundred, Fifty-Nine Dollars ($53,659.00) (the Estimated Net “Target Working Capital. ”) (b) Within ninety five (905) business days after following the Closing DateClosing, Purchaser Seller shall prepare and deliver to Representative the Buyer a statement (the “Closing Statement”) calculating the Net Working Capital statement of the Seller as of immediately prior to the close of business on the Closing Date (including the notes thereto, the “Closing Net Working CapitalCapital Statement”) as well as ). The Closing Net Working Capital Statement shall fairly present the adjustments to applicable balance sheet items of the Purchase Price which Seller and shall be made pursuant to this Section 1.3; provided, however, that a failure by Purchaser to deliver prepared as if the Closing Net Working Capital Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that Seller has been prejudiced by such failure. Sellers shall cooperate with Purchaser in its preparation were a balance sheet of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate to the Closing Statement Seller. (or preparation thereofc) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation After receipt of the Closing Net Working Capital (including all components thereof), provided that such access is in a manner that does not unreasonably or materially interfere with the normal business operations of Purchaser and its Affiliates. (c) If Representative disputes any amounts as shown on the Closing Statement, Representative the Buyer shall deliver have fifteen (15) business days to Purchaser within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each component, the difference and the amount thereof and reasons therefor) for the determination of such different amount. If Representative does not deliver a Dispute Notice to Purchaser within such thirty (30) day period, the Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the provisions of this Section 1.3, including all defined terms in this Agreement. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If Purchaser and Representative resolve such differences, the Closing Statement and review the Closing Net Working Capital agreed to by Purchaser and Representative will be deemed to be the Final Closing Statement and the Final Closing Net Working CapitalStatement. If Purchaser and Representative do not reach a final resolution Buyer may dispute those items reflected on the Closing Statement and the Closing Net Working Capital within thirty (30) days after Representative has delivered Statement only on the Dispute Notice, unless Purchaser and Representative mutually agree to continue their efforts to resolve basis that such differences, the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among Purchaser, Representative, and the Neutral Accountant (which Purchaser and Representative agree to execute promptly), in the manner provided below. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all of the issues or matters relating to the adjustments under this Section 1.3, but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed Items”), solely amounts were not arrived at in accordance with the terms of this Agreement. Each of Purchaser and Representative will be entitled Unless Buyer delivers written notice to make a presentation Seller on or prior to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Partyfifteenth business day after Buyer’s determination of the amounts to be set forth on the Closing Statement (and the determination receipt of the Closing Net Working Capital therein); and Purchaser and Representative shall use commercially Statement specifying in reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (detail all disputed items and the determination of basis therefor, the Buyer shall be deemed to have accepted and agreed to the Net Working Capital reflected on the Closing Net Working Capital therein) within twenty (20) days after the engagement Statement. If Buyer so notifies Seller of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent its objection to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of, and materials provided by, Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination , the Seller and Buyer shall, within ten (10) business days following such notice (the “Resolution Period”), attempt to resolve their differences and any resolution by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award that is non-appealable. The fees and expenses of the Neutral Accountant them as to any disputed amounts shall be borne by Representative final, binding and Purchaser in proportion to the amounts by which their respective calculations of the Closing Net Working Capital differ from the Final Closing Net Working Capital as finally determined by the Neutral Accountant. Nothing in this Section 1.3(c) is to be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the resolution of differences between Purchaser and Representative regarding the determination of the Final Closing Statement (and the Final Closing Net Working Capital calculation therein); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Representativeconclusive. (d) Promptly, but no later than All amounts remaining in dispute shall be submitted to a firm of nationally recognized independent public accountants (the “Neutral Auditor”) selected by Buyer and Seller within ten (10) Business Days days after the final determination thereofexpiration of the Resolution Period. If Buyer and Seller are unable to agree on the Neutral Auditor, then a nationally recognized independent public accounting firm not employed by either Seller or Buyer within the two (2) years prior to the Closing Date shall be retained as the Neutral Auditor. Each party agrees to execute, if requested by the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds the Estimated Net Working CapitalNeutral Auditor, Purchaser shall pay such excess amount to Representative, for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid a reasonable engagement letter. All fees and expenses relating to the Sellers any excess of work, if any, to be performed by the Estimated Net Working Capital over the Target Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (ii) is less than the Estimated Net Working Capital, Sellers shall pay such shortfall to Purchaser. Any payments made pursuant to this Section 1.3 Neutral Auditor shall be treated borne equally by Buyer on the one hand and the Seller on the other hand. The Neutral Auditor shall act as an adjustment arbitrator to determine any dispute in accordance with the Purchase Price terms of this Agreement and based solely on presentations by Buyer and the Parties. The Parties acknowledge that the limitations on indemnification set forth Seller, and not by independent review, only those issues still in Section 7 are inapplicable to the adjustments to be made under this Section 1.3dispute.

Net Working Capital Adjustment. (a) At least three Not more than ten (3) Business Days10), but no more not less than seven five (7) Business Days5), business days prior to the scheduled Closing, the Company will deliver to Parent an estimate of the Company’s Net Working Capital (the “Estimated Net Working Capital”). If the Estimated Net Working Capital is negative (less than $0), then such shortfall shall be deducted from the Aggregate Cash Consideration delivered at Closing on a dollar-for-dollar basis. (b) Within sixty (60) days after the Closing Date, Representative Parent, at its sole expense, shall cause to be prepared and delivered to Purchaser the Stockholders’ Representative a good faith estimate final balance sheet of the Company as of the close of business on the Closing Date (the “Proposed Closing Balance Sheet”), together with its proposed final calculation of Net Working Capital immediately prior to based on the Proposed Closing Balance Sheet (subject to the last sentence hereof, the “Estimated Proposed Closing Net Working Capital”)) and its proposed adjustment, which shall be certified by a duly authorized officer of if any, to the Company as Aggregate Cash Consideration based on the Sellers’ good faith estimate of difference between the Proposed Closing Net Working Capital as of immediately prior to the Closing, which statement shall quantify in reasonable detail the estimates of each item included in such calculation, in each case calculated in accordance with the provisions of this Agreement. The Parties shall cooperate with one another in connection with the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review of the Estimated Net Working Capital (including all components thereofthe “Proposed Adjustment”). Prior to the Closing Date, Purchaser shall notify Representative of any objections to the Estimated Net Working Capital (including any component thereof), and the Parties shall work in good faith to resolve such objections and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Net Working Capital. (b) Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Representative a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Closing (the “Closing Net Working Capital”) as well as the adjustments to the Purchase Price which shall be made pursuant to this Section 1.3; provided, however, that a failure by Purchaser to deliver the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that Seller has been prejudiced by such failure. Sellers shall cooperate with Purchaser in its preparation of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation of the The Proposed Closing Net Working Capital (including all components thereof), provided and Proposed Adjustment shall be accompanied by any supporting documentation or other materials reasonably necessary to determine such calculation or adjustment. In the event that such access is in a manner that the Stockholders’ Representative does not unreasonably or materially interfere with object in writing to the normal business operations Proposed Closing Net Working Capital and/or the Proposed Adjustment within fifteen (15) days after receipt of Purchaser same, then the Proposed Closing Net Working Capital and its Affiliates. (c) If Proposed Adjustment shall be deemed to have been accepted by the Stockholders’ Representative disputes any amounts as shown on and all of the Company’s former stockholders and shall become final and binding. In the event that the Stockholders’ Representative timely objects in writing to the Proposed Closing StatementNet Working Capital and/or Proposed Adjustment, then Parent and the Stockholders’ Representative shall deliver use commercially reasonable efforts to Purchaser resolve the dispute within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each component, the difference days. If Parent and the amount thereof and reasons therefor) for the determination of such different amount. If Stockholders’ Representative does not deliver a Dispute Notice are unable to Purchaser reach an agreement within such thirty (30) day period, they shall submit the Closing Statement (dispute to a nationally recognized accounting firm mutually agreeable to Parent and the Stockholders’ Representative, whose determination of Closing Net Working Capital therein) prepared and delivered by Purchaser will be deemed the adjustment, if any, to be the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes Aggregate Cash Consideration shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated made in accordance with the provisions of this Section 1.3, including all defined terms in this Agreement. Any component not disputed in the Dispute Notice 1.12 and shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If Purchaser and Representative resolve such differences, the Closing Statement Parent and the Closing Net Working Capital agreed to by Purchaser and Representative will be deemed to be Company’s former stockholders shall jointly share the Final Closing Statement and the Final Closing Net Working Capital. If Purchaser and Representative do not reach a final resolution on the Closing Statement and the Closing Net Working Capital within thirty (30) days after Representative has delivered the Dispute Notice, unless Purchaser and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among Purchaser, Representative, and the Neutral Accountant (which Purchaser and Representative agree to execute promptly), in the manner provided below. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all of the issues or matters relating to the adjustments under this Section 1.3, but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed Items”), solely in accordance with the terms of this Agreement. Each of Purchaser and Representative will be entitled to make a presentation to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein); and Purchaser and Representative shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of, and materials provided by, Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award that is non-appealable. The fees and expenses of such accounting firm. The amount of any adjustments to the Neutral Accountant Aggregate Cash Consideration determined pursuant to this subparagraph shall be borne by Representative and Purchaser in proportion referred to as the amounts by which their respective calculations of the Closing Net “Final Working Capital differ from the Final Closing Net Working Capital Adjustment.” Any amounts owing as finally determined by the Neutral Accountant. Nothing a result thereof shall be paid to Parent in this Section 1.3(ccash within five (5) is to be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the resolution days of differences between Purchaser and Representative regarding the determination of the Final Closing Statement (and the Final Closing Net Working Capital calculation therein); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Representative. (d) Promptly, but no later than ten (10) Business Days after the final determination thereof, if the of any Final Closing Net Working Capital set forth in Adjustment as provided herein, with simple interest thereon from the Final Closing Statement: Date through the date of payment at the rate of eight percent (i8%) exceeds the Estimated Net Working Capital, Purchaser shall pay such excess amount to Representative, for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to the Sellers any excess of the Estimated Net Working Capital over the Target Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (ii) is less than the Estimated Net Working Capital, Sellers shall pay such shortfall to Purchaser. Any payments made pursuant to this Section 1.3 shall be treated as an adjustment to the Purchase Price by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Section 7 are inapplicable to the adjustments to be made under this Section 1.3per annum.

Net Working Capital Adjustment. (a) At least three (3) Business Days, but no more than seven (7) Business Days, business days prior to the Closing DateClosing, Representative shall cause the Company shall, in good faith and in consultation with Parent, prepare and deliver to be prepared and delivered to Purchaser Parent a good faith estimate of the Actual Net Working Capital immediately prior to the Closing (subject to the last sentence hereof, the “Estimated Net Working Capital”), together with an estimated balance sheet of the Company, on a consolidated basis, as of the Closing (the “Estimated Closing Balance Sheet”), prepared in accordance with GAAP consistent with the manner in which GAAP was applied in the preparation of the Balance Sheet. The Estimated Closing Balance Sheet shall be certified by a duly authorized officer prepared as if the Closing Date was the last day of the Company as the Sellers’ good faith estimate of the Company’s fiscal year. The Estimated Net Working Capital as of immediately prior shall be calculated based on the Estimated Closing Balance Sheet. Parent shall have the opportunity to review and comment upon the Closing, which statement shall quantify in reasonable detail Estimated Closing Balance Sheet and the estimates of each item included in such calculation, in each case calculated in accordance with the provisions of this Agreement. The Parties shall cooperate with one another in connection with the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review Company’s calculation of the Estimated Net Working Capital, both of which shall be subject to Parent’s reasonable approval. Until the Actual Net Working Capital (including all components thereof). Prior to is finally determined in accordance with this Section 2.6, the Closing Date, Purchaser Cash Merger Consideration shall notify Representative of any objections to be determined using the Estimated Net Working Capital (including any component thereof), and instead of the Parties shall work in good faith to resolve such objections and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Actual Net Working Capital. . (b) Within ninety (90) days after the Closing DateClosing, Purchaser shall prepare Parent shall, in good faith, cause to be prepared and deliver delivered to Representative the Stockholders’ Agent (i) a statement (balance sheet of the “Closing Statement”) calculating the Net Working Capital Company and its consolidated subsidiaries as of immediately prior to the Closing (the “Closing Date Balance Sheet”) and (ii) a reasonably detailed calculation (the “Parent Net Working Capital Calculation”) of the Actual Net Working Capital”) as well as the adjustments to the Purchase Price which . The Closing Date Balance Sheet shall be made pursuant to prepared in accordance with this Section 1.3; provided, however, that a failure by Purchaser to deliver Agreement and GAAP consistent with the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to manner in which GAAP was applied in the extent that Seller has been prejudiced by such failure. Sellers shall cooperate with Purchaser in its preparation of the Balance Sheet. The Closing StatementDate Balance Sheet shall be prepared as if the Closing Date was the last day of the Company’s fiscal year. Upon Following the delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents Date Balance Sheet and information Parent Net Working Capital Calculation to the extent they relate Stockholders’ Agent, Parent shall, and Parent shall cause the Surviving Corporation to, afford the Stockholders’ Agent and its Representatives the opportunity to examine the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation of the Closing Date Balance Sheet, the Parent Net Working Capital (including all components thereof), provided that Calculation and such access is in a manner that does not unreasonably or materially interfere underlying records and work papers as are reasonably necessary and appropriate. Parent shall cooperate reasonably promptly with the normal business operations of Purchaser Stockholders’ Agent and its AffiliatesRepresentatives in such examination. (c) If Representative disputes The Stockholders’ Agent may, on behalf of the Merger Stockholders, dispute any amounts as shown reflected in the Parent Net Working Capital Calculation but only on the Closing Statementbasis that such amounts were not calculated in accordance with this Agreement or that such calculations are mathematically inaccurate; provided, Representative that the Stockholders’ Agent shall deliver to Purchaser notify Parent in writing of each disputed amount and shall specify the amount thereof in dispute (in the aggregate, the “Disputed Amounts”), within thirty (30) days after receipt of Parent’s delivery of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of Closing Parent Net Working Capital and describing in reasonable detail the basis (including for each component, the difference and the amount thereof and reasons therefor) for the determination of such different amountCalculation. If Representative the Stockholders’ Agent does not deliver a Dispute Notice to Purchaser dispute any amounts reflected in the Parent Net Working Capital Calculation within such thirty (30) day period, the Closing Statement (and the determination of Closing Parent Net Working Capital therein) prepared and delivered by Purchaser will Calculation shall be deemed to be and shall be final, binding and conclusive on the Final Closing Statement parties hereto. (d) In the event of such a dispute, Parent and the Final Closing Stockholders’ Agent shall attempt in good faith to reconcile their differences and any resolution by them as to any Disputed Amounts shall be in writing and shall be final, binding and conclusive on the parties, and shall be used to determine the Actual Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (If Parent and the determination of Closing Net Working Capital therein) was not calculated in accordance Stockholders’ Agent are unable to reach a resolution with the provisions of this Section 1.3, including respect to all defined terms in this Agreement. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences Disputed Amounts within a period of thirty (30) days after Representative has given of the Dispute Notice. If Purchaser and Representative resolve such differencesStockholders’ Agent’s written notice of dispute to Parent, the Closing Statement Parent and the Closing Net Working Capital agreed Stockholders’ Agent shall submit the remaining Disputed Amounts for resolution to by Purchaser the Independent Accounting Firm which shall be requested to determine and Representative will be deemed report to be the Final Closing Statement and the Final Closing Net Working Capital. If Purchaser and Representative do not reach a final resolution on the Closing Statement and the Closing Net Working Capital parties upon such remaining Disputed Amounts within thirty (30) days after Representative has delivered submission, and such report shall be final, binding and conclusive on the Dispute Noticeparties hereto, unless Purchaser and Representative mutually agree to continue their efforts to resolve such differences, shall determine the Neutral Accountant shall resolve such differences Actual Net Working Capital. The Independent Accounting Firm will have exclusive jurisdiction over the parties hereto against one another or any other Person with respect to disputes over the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among Purchaser, Representative, and the Neutral Accountant (which Purchaser and Representative agree to execute promptly), in the manner provided belowcalculation of Actual Net Working Capital. Each of Purchaser party will furnish to the Independent Accounting Firm such work papers and Representative shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all of the issues or matters other documents and information relating to the adjustments under this Section 1.3, but shall only decide disputed issues as the specific components under dispute in the Dispute Notice Independent Accounting Firm may request and are reasonably available to that party or its Subsidiaries (the “Disputed Items”), solely in accordance with the terms of this Agreement. Each of Purchaser or its independent public accountants) and Representative will be entitled afforded the opportunity to make a presentation present to the Neutral Accountant at which Independent Accounting Firm (to the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined extent permitted by the Neutral Accountant), regarding such Party’s determination of the amounts Independent Accounting Firm) any material relating to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein); matters in dispute and Purchaser and Representative shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the discuss such determination of the Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of, and materials provided by, Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award that is non-appealableIndependent Accounting Firm. The fees and expenses of the Neutral Accountant Independent Accounting Firm shall be borne by Representative allocated between Parent and Purchaser in proportion the Merger Stockholders (such allocation to the amounts by which their respective calculations of the Closing Net Working Capital differ from the Final Closing Net Working Capital as be finally determined by the Neutral Accountant. Nothing Independent Accounting Firm) in this Section 1.3(c) such a way that Parent shall be responsible for that portion of the fees and expenses equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the Disputed Amounts submitted to the Independent Accounting Firm that are resolved against Parent, and the denominator of which is the Disputed Amounts so submitted, and the Stockholders’ Agent shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except responsible for the resolution remainder of differences between Purchaser such fees and Representative regarding the determination of the Final Closing Statement (and the Final Closing Net Working Capital calculation therein); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Representativeexpenses. (de) Promptly, but no later than ten (10) Business Days after If the final determination thereof, if the Final Closing Actual Net Working Capital set forth in the Final Closing Statement: (i) Capital, as finally determined pursuant to this Section 2.6, exceeds the Estimated Net Working Capital, Purchaser the Merger Consideration shall pay be increased by an amount equal to such excess amount to Representative, for (such excess being the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to “Post-Closing Increase Amount”). If the Sellers any excess of the Estimated Actual Net Working Capital over the Target Net Working Capital at ClosingCapital, then Purchaser shall pay as finally determined pursuant to Representativethis Section 2.6, for the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (ii) is less than the Estimated Net Working Capital, Sellers the Merger Consideration shall be decreased by an amount equal to such shortfall (such shortfall being the “Post-Closing Decrease Amount”). If the Actual Net Working Capital exceeds the Estimated Net Working Capital, (i) Parent shall pay to the Stockholders’ Agent on behalf of the Merger Stockholders an amount equal to (x) the Post-Closing Increase Amount plus (y) interest on such shortfall Post-Closing Increase Amount (for the period commencing on the Closing Date and ending on the date of payment) at a rate equal to Purchaserthe average interest rate earned on the Merger Consideration Escrow Amount during such period and (ii) Parent and the Stockholders’ Agent shall execute and the Stockholders’ Agent shall deliver to the Escrow Agent an instruction to release the Merger Consideration Escrow Amount and any interest earned thereon (the “Merger Consideration Escrow Funds”) to the Stockholders’ Agent on behalf of the Merger Stockholders in accordance with the Escrow Agreement. Any payments made If the Estimated Net Working Capital exceeds the Actual Net Working Capital, Parent and the Stockholders’ Agent shall execute and Parent shall deliver to the Escrow Agent an instruction (i) to release an amount of the Merger Consideration Escrow Funds equal to the Post-Closing Decrease Amount plus any interest earned on such amount to Parent and (ii) to release the remaining (after application of clause (i) of this sentence) Merger Consideration Escrow Funds, if any, to the Stockholders’ Agent on behalf of the Merger Stockholders in accordance with the Escrow Agreement. In the event that the Post-Closing Decrease Amount exceeds the Merger Consideration Escrow Funds, Parent shall be entitled to recover from the Indemnity Escrow Amount and any interest earned thereon (the “Indemnity Escrow Funds”) (x) such excess plus (y) interest on such excess (for the period commencing on the Closing Date and ending on the date of recovery) at a rate equal the average interest rate earned on the Merger Consideration Escrow Amount during such period. If the balance of the Indemnity Escrow Fund available for payment is not sufficient to satisfy in full the remaining obligations of the Merger Stockholders pursuant to this Section 1.3 2.6(e), each Merger Stockholder shall be treated as an adjustment responsible for such Merger Stockholder’s Pro Rata Share of any difference between the amount available from the Indemnity Escrow Fund and the remaining amount owed to Parent pursuant to this Section 2.6(e). Each of the Purchase Price by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Section 7 are inapplicable to the adjustments items to be made under paid or delivered pursuant to this Section 1.32.6(e) shall be so paid or delivered within three (3) business days of the final determination of the Actual Net Working Capital.

Net Working Capital Adjustment. (a) At Seller shall prepare (or cause to be prepared) an estimated unaudited balance sheet of each of the Transferred Entities as of the close of business on the last Business Day of the calendar month ending immediately prior to the Closing Date (but pro forma for the Closing (excluding, for the avoidance of doubt, the Restructuring Transactions) and the Pre-Closing Dividend), each of which balance sheet shall be prepared in accordance with the Closing Balance Sheet Principles (each, an “Estimated Closing Balance Sheet”), together with a schedule calculating each Estimated Net Working Capital Adjustment Amount and the Estimated Aggregate Net Working Capital Adjustment Amount (collectively, the “Estimated Closing Balance Sheet Documents”). The Estimated Closing Balance Sheet Documents shall be delivered to Buyer at least three five (35) Business Days, but no more than seven (7) Business Days, Days prior to the Closing Date. (b) As soon as reasonably practicable following the Closing Date, Representative and in no event more than sixty (60) days thereafter, Buyer shall cause prepare and deliver to be prepared and delivered to Purchaser a good faith estimate Seller an unaudited balance sheet of each of the Net Working Capital Transferred Entities as of the close of business on the last Business Day of the calendar month ending immediately prior to the Closing Date (subject to but pro forma for the last sentence hereofClosing (excluding, for the avoidance of doubt, the “Estimated Net Working Capital”Restructuring Transactions) and the Pre-Closing Dividend), which balance sheet shall be certified by a duly authorized officer of the Company as the Sellers’ good faith estimate of the Net Working Capital as of immediately prior to the Closing, which statement shall quantify in reasonable detail the estimates of each item included in such calculation, in each case calculated prepared in accordance with the provisions of this Agreement. The Parties shall cooperate Closing Balance Sheet Principles (each, a “Final Closing Balance Sheet”), together with one another in connection with the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review of the Estimated a schedule calculating each Final Net Working Capital (including all components thereof). Prior to Adjustment Amount and the Closing Date, Purchaser shall notify Representative of any objections to the Estimated Final Aggregate Net Working Capital Adjustment Amount (including any component thereof)collectively, and the Parties shall work in good faith to resolve such objections and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Net Working Capital. (b) Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Representative a statement (the “Final Closing StatementBalance Sheet Documents”) calculating the Net Working Capital as of immediately prior to the Closing (the “Closing Net Working Capital”) as well as the adjustments to the Purchase Price which shall be made pursuant to this Section 1.3; provided, however, that a failure by Purchaser to deliver the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that Seller has been prejudiced by such failure. Sellers shall cooperate with Purchaser in its preparation of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation of the Closing Net Working Capital (including all components thereof), provided that such access is in a manner that does not unreasonably or materially interfere with the normal business operations of Purchaser and its Affiliates. (c) Within sixty (60) days after delivery to Seller of the Final Closing Balance Sheet Documents (during which period Buyer shall provide access to such working papers, financial records and information and its and the Company Group’s accountants relating to the preparation of the Final Closing Balance Sheet Documents as may be reasonably requested by Seller and its Affiliates and their respective representatives), Seller may dispute all or a portion of such Final Closing Balance Sheet Documents by giving written notice (any such notice or any similar notice contemplated by Sections 1.6 and 1.7, a “Notice of Disagreement”) to Buyer setting forth in reasonable detail the basis for any such dispute (any such dispute or similar dispute under Sections 1.6 and 1.7 being hereinafter called a “Disagreement”). The parties shall promptly commence good faith negotiations with a view to resolving all such Disagreements. If Representative disputes Seller does not provide a Notice of Disagreement to Buyer within the sixty (60) day period set forth in this Section 1.4(c), Seller shall be deemed to have irrevocably accepted such Final Closing Balance Sheet Documents in the form delivered to it by Buyer. (d) If Seller delivers a Notice of Disagreement and Buyer does not dispute all or any amounts as shown on portion of such Notice of Disagreement by giving written notice to Seller setting forth in reasonable detail the Closing Statement, Representative shall deliver to Purchaser basis for such dispute within thirty (30) days after receipt following the delivery of such Notice of Disagreement (during which period Seller shall provide access to such working papers, financial records and information of it and its controlled Affiliates and their accountants (subject to, in the case of records of the accountants, such customary restrictions as may be imposed by such accountants) relating to the preparation of the Notice of Disagreement as may be reasonably requested by Buyer and its representatives), Buyer shall be deemed to have irrevocably accepted the Final Closing Statement Balance Sheet Documents as modified by Seller in the manner set forth in the Notice of Disagreement. (e) If Buyer shall dispute a Notice of Disagreement by delivery of written notice (to Seller within the “Dispute Notice”) setting forth Representative’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each component, the difference and the amount thereof and reasons therefor) for the determination of such different amount. If Representative does not deliver a Dispute Notice to Purchaser within such thirty (30) day period, the Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated period set forth in accordance with the provisions of this Section 1.3, including all defined terms in this Agreement. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If Purchaser and Representative resolve such differences, the Closing Statement and the Closing Net Working Capital agreed to by Purchaser and Representative will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. If Purchaser and Representative do not reach a final resolution on the Closing Statement and the Closing Net Working Capital within thirty (30) days after Representative has delivered the Dispute Notice, unless Purchaser and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among Purchaser, Representative1.4(d), and within the Neutral Accountant (which Purchaser and Representative agree to execute promptly), in the manner provided below. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20) days after receiving a draft thereof. The Neutral Accountant shall have full authority following the delivery to arbitrate all Seller of the issues or matters relating notice of such dispute, the parties do not resolve the Disagreement in writing, such Disagreement shall thereafter be referred to the adjustments under this Section 1.3, but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed Items”), solely Independent Accounting Firm for a resolution of such Disagreement in accordance with the terms of this Agreement. Each Buyer and Seller shall each be party to the engagement letter entered into with the Independent Accounting Firm. If any remaining issues in dispute are submitted to the Independent Accounting Firm for resolution, each of Purchaser Buyer and Representative Seller will be entitled afforded an opportunity to present to the Independent Accounting Firm any material relating to the determination of the matters in dispute and to discuss such matters with the Independent Accounting Firm as the Independent Accounting Firm may request or permit. The Independent Accounting Firm shall act as an expert and not as an arbitrator to calculate the Final Closing Balance Sheet and shall be instructed that its calculation must be made in accordance with the standards and definitions in this Agreement (including the Closing Balance Sheet Principles). Buyer and Seller shall instruct the Independent Accounting Firm that the determinations of such firm with respect to any Disagreement shall be rendered within thirty (30) days after referral of the Disagreement to such firm or as soon thereafter as reasonably possible. The Independent Accounting Firm shall make a presentation determination with respect to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representativeany unresolved Disagreement only in a manner consistent with this Section 1.4, and in no event shall the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such PartyIndependent Accounting Firm’s determination of the amounts unresolved Disagreements be for an amount that is outside the range of Buyer’s and Seller’s proposals with respect to each individual Disagreement. Such determinations shall be set forth on final and binding upon the Closing Statement (parties, and the determination amount so determined shall be used to complete the Final Closing Balance Sheet Documents. Each of the Closing Net Working Capital therein); Buyer and Purchaser and Representative Seller shall use commercially its reasonable best efforts to cause the Neutral Accountant Independent Accounting Firm to resolve render its determination within the differences between them thirty (30) day period described in the fifth sentence of this Section 1.4(e), and determine the amounts to be set forth on the Closing Statement (each shall cooperate with such firm and the determination of the Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance such firm with access to the its books, records, personnel and representatives and such other Party with respect information as such firm may require in order to such materials and reasonably cooperate with the other Party in render its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of, and materials provided by, Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award that is non-appealabledetermination. The fees and expenses of the Neutral Accountant Independent Accounting Firm shall be borne by Representative and Purchaser in proportion to the amounts by which their respective calculations of the Closing party whose proposed Final Aggregate Net Working Capital differ Adjustment Amount as reflected in such party’s submission to the Independent Accounting Firm differs the most from the Final Closing Aggregate Net Working Capital as Adjustment Amount finally determined by the Neutral Accountant. Nothing Independent Accounting Firm (or, if such differences of the parties are equal, equally by Buyer and Seller). (f) Promptly after the Final Closing Balance Sheet Documents have been finally determined in accordance with this Section 1.3(c1.4 (including by means of a deemed acceptance of such documents by Buyer or Seller as provided in subsections (c) is to be construed to authorize or permit the Neutral Accountant to: and (d) of this Section 1.4), but in no event later than five (5) Business Days following such final determination, (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the resolution of differences between Purchaser and Representative regarding the determination of if the Final Closing Statement (and the Final Closing Aggregate Net Working Capital calculation therein); or Adjustment Amount is greater than the Estimated Aggregate Net Working Capital Adjustment Amount, Buyer shall pay to Seller an amount in cash equal to the absolute value of such difference by Wire Transfer as set forth in written instructions from Seller and (ii) resolve any such differences by making an adjustment to any component of if the Closing Statement (and the Closing Final Aggregate Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Representative. (d) Promptly, but no later than ten (10) Business Days after the final determination thereof, if the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds the Estimated Net Working Capital, Purchaser shall pay such excess amount to Representative, for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to the Sellers any excess of the Estimated Net Working Capital over the Target Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (ii) Adjustment Amount is less than the Estimated Aggregate Net Working CapitalCapital Adjustment Amount, Sellers Seller shall pay to Buyer an amount in cash equal to the absolute value of such shortfall difference by Wire Transfer as set forth in written instructions from Buyer. In any case, the foregoing amount payable shall be accompanied by interest thereon calculated from the Closing Date until the date of payment at the Applicable Rate. (g) The provisions of Section 1.4(e) relating to Purchaser. Any payments made pursuant resolutions of disputes by the Independent Accounting Firm are not intended to and shall not be interpreted to require that the parties refer to such a firm (i) any dispute arising out of a breach by one of the parties of its obligations under this Agreement or (ii) any dispute the resolution of which requires the construction of this Agreement (apart from the mathematical calculation of the Final Net Working Capital Adjustment Amounts and Final Aggregate Net Working Capital Adjustment Amount and the accounting treatment of components thereof as such treatment affects the calculation of the Final Net Working Capital Adjustment Amounts and Final Aggregate Net Working Capital Adjustment Amount). (h) The adjustments contemplated by this Section 1.3 1.4 shall be the exclusive remedy of the parties with respect to the subject matter hereof and no party shall have any right of recovery under Article VIII with respect thereto. (i) Any payment under this Section 1.4 shall be treated as an adjustment to the Purchase Price purchase price paid for the Transferred Shares for any Tax purposes, except as otherwise required by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Section 7 are inapplicable to the adjustments to be made under this Section 1.3Applicable Law.

Net Working Capital Adjustment. (ai) At least No later than three (3) Business Days, but no more than seven (7) Business Days, Days prior to the Closing Date, Representative the Company shall cause deliver to be prepared and delivered to Purchaser Parent a certificate signed by an officer of the Company setting forth the Company’s good faith estimate determination of the estimated Net Working Capital immediately prior to the Closing (subject to the last sentence hereof, the “Estimated Net Working Capital”), which shall be certified by a duly authorized officer of the Company as the Sellers’ good faith estimate of the Net Working Capital as of immediately prior to the Closing, which statement shall quantify in reasonable detail the estimates of each item included in such calculation, in each case calculated in accordance with the provisions of this Agreement. The Parties shall cooperate with one another in connection with the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives Parent access to all personnel, relevant documents, such working papers and other information reasonably requested by Purchaser or its representatives in connection with their review available supporting such calculation of the Estimated Net Working Capital. (ii) If Actual Net Working Capital (including all components thereof). Prior to the Closing Date, Purchaser shall notify Representative of any objections to the Estimated Net Working Capital (including any component thereof), and the Parties shall work in good faith to resolve such objections and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Net Working Capital. (b) Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Representative a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Closing (the “Closing Net Working Capital”) as well as the adjustments to the Purchase Price which shall be made pursuant to this Section 1.3; provided, however, that a failure by Purchaser to deliver the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that Seller has been prejudiced by such failure. Sellers shall cooperate with Purchaser in its preparation of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation of the Closing Net Working Capital (including all components thereof), provided that such access is in a manner that does not unreasonably or materially interfere with the normal business operations of Purchaser and its Affiliates. (c) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Purchaser within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each component, the difference and the amount thereof and reasons therefor) for the determination of such different amount. If Representative does not deliver a Dispute Notice to Purchaser within such thirty (30) day period, the Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the provisions of this Section 1.3, including all defined terms in this Agreement. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If Purchaser and Representative resolve such differences, the Closing Statement and the Closing Net Working Capital agreed to by Purchaser and Representative will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. If Purchaser and Representative do not reach a final resolution on the Closing Statement and the Closing Net Working Capital within thirty (30) days after Representative has delivered the Dispute Notice, unless Purchaser and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among Purchaser, Representative, and the Neutral Accountant (which Purchaser and Representative agree to execute promptly), in the manner provided below. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all of the issues or matters relating to the adjustments under this Section 1.3, but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed Items”), solely in accordance with the terms of this Agreement. Each of Purchaser and Representative will be entitled to make a presentation to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein); and Purchaser and Representative shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of, and materials provided by, Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award that is non-appealable. The fees and expenses of the Neutral Accountant shall be borne by Representative and Purchaser in proportion to the amounts by which their respective calculations of the Closing Net Working Capital differ from the Final Closing Net Working Capital as finally determined by the Neutral Accountant. Nothing in this Section 1.3(c) is to be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the resolution of differences between Purchaser and Representative regarding the determination of the Final Closing Statement (and the Final Closing Net Working Capital calculation therein); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Representative. (d) Promptly, but no later than ten (10) Business Days after the final determination thereof, if the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds the Estimated Net Working Capital, Purchaser shall pay such excess amount to Representative, for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to the Sellers any excess of the Estimated Net Working Capital over the Target Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (ii) is less than the Estimated Net Working Capital, Sellers shall pay such shortfall to Purchaser. Any payments made pursuant to this Section 1.3 then the Merger Consideration shall be treated as an adjustment reduced dollar-for-dollar by the amount of such shortfall. If Actual Net Working Capital is greater than the Estimated Net Working Capital, then the Merger Consideration shall be increased dollar-for-dollar by the amount of such difference. (iii) Within thirty (30) days after the Closing Date, Parent shall prepare or cause to be prepared a calculation of Net Working Capital and deliver to the Purchase Price by Former Company Stockholders’ Agent the Parties. The Parties acknowledge that calculation of Net Working Capital and the limitations on indemnification set forth in Section 7 are inapplicable to the adjustments adjustments, if any, required to be made under to the Merger Consideration pursuant to Section 3.3(f)(ii). Parent shall provide the Former Company Stockholders’ Agent access to such working papers and other information reasonably available supporting such calculation of Net Working Capital. If the calculation of the Net Working Capital delivered to the Former Company Stockholders’ Agent is equal to or greater than the Estimated Net Working Capital, Parent shall immediately prepare and execute an instruction to the Escrow Agent to remit the full Working Capital Escrow Amount to the Former Company Stockholders’ Agent to be disbursed to the Former Company Stockholders. If the calculation of the Net Working Capital delivered to the Former Company Stockholders’ Agent is less than the Estimated Net Working Capital (the difference of such amounts being hereinafter referred to as the “Shortfall”), Parent shall immediately prepare and execute an instruction to the Escrow Agent to remit the difference, if positive, between (A) $3,000,0000 and (B) the Shortfall, to the Former Company Stockholders’ Agent to be disbursed to the Former Company Stockholders, and the balance of the Working Capital Escrow Amount shall remain with the Escrow Agent pursuant to the terms of the Working Capital Escrow Agreement and this Section 1.33.3(f). (iv) The Former Company Stockholders’ Agent will have a period of thirty (30) days following the delivery of Parent’s calculation of Net Working Capital to notify Parent in writing of any disagreements with such calculation specifying in reasonable detail the nature and amount of any such disagreement. Any item or amount not specifically objected to in

Net Working Capital Adjustment. (a) At least three (3) Business Days, but no more than seven (7) Business Days, prior to the Closing Date, Representative shall cause to be prepared and delivered to Purchaser a good faith estimate of the Net Working Capital immediately prior to the Closing (subject to the last sentence hereof, the “Estimated Net Working Capital”), which shall be certified by a duly authorized officer of the Company as the Sellers’ good faith estimate of the Net Working Capital as of immediately prior to the Closing, which statement shall quantify in reasonable detail the estimates of each item included in such calculation, in each case calculated in accordance with the provisions of this Agreement. The Parties shall cooperate with one another in connection with the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review of the Estimated Net Working Capital (including all components thereof). Prior to the Closing Date, Purchaser shall notify Representative of any objections to the Estimated Net Working Capital (including any component thereof), and the Parties shall work in good faith to resolve such objections and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Net Working Capital. (b) Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Representative a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Closing (the “Closing Net Working Capital”) as well as the adjustments to the Purchase Price Transaction Consideration which shall be made pursuant to this Section 1.3; provided, however, that a failure by Purchaser to deliver the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that 1.5. Each Seller has been prejudiced by such failure. Sellers shall reasonably cooperate with Purchaser in its preparation of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation of the Closing Net Working Capital (including all components thereof), provided that such access is in a manner that does not unreasonably or materially interfere with the normal business operations of Purchaser and its Affiliates. (cb) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Purchaser within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each component, the difference and the amount thereof and reasons therefor) for the determination of such different amount. If Representative does not deliver a Dispute Notice to Purchaser within such thirty (30) day period, the Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser will shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the provisions terms of this Section 1.3, including all defined terms in this Agreement1.5. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If Purchaser and Representative resolve such differences, the Closing Statement and the Closing Net Working Capital agreed to in writing by Purchaser and Representative will shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. If Purchaser and Representative do not reach a final resolution on the Closing Statement and the Closing Net Working Capital within thirty (30) days after Representative has delivered the Dispute Notice, unless Purchaser and Representative mutually agree in writing to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.3 1.5 pursuant to a reasonable an engagement agreement among Purchaser, Representative, and the Neutral Accountant (which Purchaser and Representative agree to execute promptly), in the manner provided below. Each of Purchaser and Representative Party shall be deemed to have executed such engagement agreement and to have engaged the Neutral Accountant if it fails to do so within twenty (20) days after of receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all of the issues or matters relating to the adjustments under this Section 1.31.5, but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed Items”), solely strictly in accordance with the terms of this Agreement. Each of Purchaser and Representative will shall each be entitled to make a presentation to the Neutral Accountant at which the other will shall be entitled to be present and participate, pursuant to procedures to be agreed to between among Purchaser, Representative, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein); and Purchaser and Representative shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making AmericasActive:13598183.18 a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of, and materials provided by, of Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will shall be conclusive and binding upon the Parties, absent Fraud fraud or manifest error, and will shall be an arbitral award that is non-appealable. The fees and expenses of the Neutral Accountant shall be borne paid equally, one-half by Representative Purchaser and Purchaser in proportion to the amounts one-half by which their respective calculations of the Closing Net Working Capital differ from the Final Closing Net Working Capital as finally determined by the Neutral AccountantSellers. Nothing in this Section 1.3(c1.5(b) is to shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the resolution of differences between Purchaser and Representative regarding the determination of the Final Closing Statement (and the Final Closing Net Working Capital calculation therein); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement and (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Representative. (dc) Promptly, but no later than ten (10) Business Days after the final determination thereof, if the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds the Target Net Working Capital (taking into consideration any adjustments to the Closing Cash Consideration by reason of the Estimated Net Working CapitalCapital calculation as set forth in Section 1.4(b)), Purchaser shall pay such excess amount to Representative, for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to the Sellers any excess of the Estimated Net Working Capital over the Target Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (ii) is less than the Target Net Working Capital (taking into consideration any adjustments to the Closing Cash Consideration by reason of the Estimated Net Working CapitalCapital calculation as set forth in Section 1.4(b)), Sellers shall pay such shortfall amount to Purchaser. To the extent the amount paid by Sellers is less than such shortfall, Purchaser may, in Purchaser’s sole discretion, collect such amount from the Escrow Account by Purchaser providing unilateral instructions to the Escrow Agent regarding same (and the number of shares of Common Stock to be released from the Escrow Account shall be determined in accordance with Section 6.6(a)). Any payments made pursuant to this Section 1.3 1.5 shall be treated as an adjustment to the Purchase Price Transaction Consideration by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Section 7 Article VI are inapplicable not applicable to the adjustments to be made under this Section 1.31.5.

Net Working Capital Adjustment. (a) At least three (3) Business Days, but no more than seven (7) Business Days, prior to the Closing Date, Representative shall cause to be prepared and delivered to Purchaser a good faith estimate of the Net Working Capital immediately prior to the Closing (subject to the last sentence hereof, the “Estimated Net Working Capital”), which shall be certified by a duly authorized officer of the Company as the Sellers’ good faith estimate of the Net Working Capital as of immediately prior to the Closing, which statement shall quantify in reasonable detail the estimates of each item included in such calculation, in each case calculated in accordance with the provisions of this Agreement. The Parties shall cooperate with one another in connection with the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review of the Estimated Net Working Capital (including all components thereof). Prior to the Closing Date, Purchaser shall notify Representative of any objections to the Estimated Net Working Capital (including any component thereof), and the Parties shall work in good faith to resolve such objections and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Net Working Capital. (b) Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Representative Seller a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Closing Date (the “Closing Date Net Working Capital”) as well as the adjustments to the Purchase Price which shall be made pursuant to this Section 1.3); provided, however, that a failure by if Purchaser fails to deliver the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights period, Seller shall have the right to deliver a Closing Statement within 90 days following such 90 day period. If neither Purchaser nor Seller delivers a Closing Statement within such periods, the Estimated Net Working Capital shall become final and the Final Adjustment Amount under this Section 1.3, except to the extent that Seller has been prejudiced by such failure. Sellers 1.5 shall cooperate with Purchaser in its preparation of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation of the Closing Net Working Capital (including all components thereof), provided that such access is in a manner that does not unreasonably or materially interfere with the normal business operations of Purchaser and its Affiliatesbe zero. (cb) If Representative Seller disputes any amounts amount as shown on the Closing StatementStatement delivered by Purchaser or Purchaser disputes any amount as shown on the Closing Statement delivered by Seller, Representative the disputing Party shall deliver to Purchaser the other Parties within thirty (30) days after receipt of the disputed Closing Statement a notice (the “Dispute Notice”) setting forth Representativethe disputing Party’s calculation of Closing Net Working Capital such amount and describing in reasonable detail the basis (including for each component, the difference and the amount thereof and reasons therefor) for the determination of such different amount. If Representative the Party receiving the Closing Statement does not deliver a Dispute Notice to Purchaser the Party that delivered the Closing Statement within such thirty (30) day period, the such delivered Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser will shall be deemed to be the “Final Closing Statement and the Final Closing Net Working CapitalStatement”. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the provisions of this Section 1.3, including all defined terms in this Agreement. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute NoticeNotice is given. If Purchaser and Representative the Parties resolve such differences, the Closing Statement and the Closing Net Working Capital agreed to by Purchaser and Representative will the Parties shall be deemed to be the Final Closing Statement and the Final Closing Net Working CapitalStatement. If Purchaser and Representative Seller do not reach a final resolution on the Closing Statement and the Closing Net Working Capital within thirty (30) days after Representative has delivered the Dispute NoticeNotice is given, unless Purchaser and Representative Seller mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.3 pursuant to a reasonable an engagement agreement among Purchaser, Representative, Seller and the Neutral Accountant (which Purchaser and Representative Seller agree to execute promptly), in the manner provided below. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all of the issues or matters relating to the adjustments under this Section 1.3, but shall only decide the specific components items under dispute in by the Dispute Notice Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Each of Purchaser and Representative will Seller shall each be entitled to make a presentation to the Neutral Accountant at which the other will be entitled to be present and participateAccountant, pursuant to procedures to be agreed to between among Purchaser, Representative, Seller and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Final Closing Statement (Statement; and the determination of the Closing Net Working Capital therein); and Purchaser and Representative Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them Purchaser and Seller and determine the amounts to be set forth on the Final Closing Statement (and the determination of the Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of, and materials provided by, Purchaser and Representative of the Parties (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreementherein. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the “Adjusted Final Closing Statement and the Final Closing Net Working CapitalStatement”. Such determination by the Neutral Accountant will shall be conclusive final and binding upon the Parties, absent Fraud fraud or manifest error, and will shall be considered an arbitral award that is non-appealablefor all purposes. The If Seller delivered the Dispute Notice, the fees and expenses of the Neutral Accountant shall be borne paid by Representative and Purchaser in proportion to the amounts by which their respective calculations Party whose calculation of the Closing Net Working Capital differ Final Adjustment Amount (as defined below) is farther from the Final Closing Net Working Capital as finally determined by the Neutral Accountant’s calculation thereof. If Purchaser delivered the Dispute Notice, the fees and expenses of the Neutral Accountant shall be paid by Purchaser; provided, however, if the Neutral Accountant's calculation of the Final Adjustment Amount indicates that Seller's calculation of that amount overestimated the Final Adjustment Amount due to Seller by more than five percent (5%) or underestimated the Final Adjustment Amount payable by Seller by more than five percent (5%), then in either of such cases the fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Final Adjustment Amount is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 1.3(c1.5(b) is to shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, Agreement except for the resolution of differences between Purchaser and Representative Seller regarding the determination of the Final Closing Statement (and the Final Closing Net Working Capital calculation therein)Statement; or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and RepresentativeSeller. The amount determined to be due as a result of the application of the provisions of Section 1.5 shall be referred to as the “Final Adjustment Amount”. (dc) Promptly, but no later than ten five (105) Business Days after the final determination thereof, if the Final Closing Date Net Working Capital set forth in the Final Closing Statement or Adjusted Final Closing Statement, as applicable: (i) exceeds the Estimated Net Working Capital, Purchaser shall pay such excess amount to Representative, for the benefit Seller by wire transfer of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid immediately available funds to the Sellers any excess of the Estimated Net Working Capital over the Target Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion)an account(s) designated by Seller; or (ii) is less than the Estimated Net Working Capital, Sellers shall Seller shall, at Purchaser’s election, (A) pay an amount equal to such shortfall to Purchaser by wire transfer of immediately available funds to an account designated by Purchaser, or (B) direct the Escrow Agent to pay to Purchaser from the Indemnity Escrow Amount the amount equal to such shortfall or any portion thereof. Any payments made pursuant Each Party hereby agrees to execute and deliver all joint instructions to the Escrow Agent necessary to give effect to this Section 1.3 shall be treated as an adjustment to the Purchase Price by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Section 7 are inapplicable to the adjustments to be made under this Section 1.31.5.

Net Working Capital Adjustment. (a) At least three (3) Business Days, but no more than seven (7) Business Days, prior to Within 60 days after the Closing Date, Representative shall Purchaser will prepare and deliver or cause to be prepared and delivered to Purchaser the Seller a good faith estimate balance sheet of the Company as of the Closing (the “Closing Date Balance Sheet”) and a proposed statement of the Net Working Capital immediately prior to prepared therefrom (the “Closing Statement”). The Closing Date Balance Sheet and the Closing Statement (subject to the last sentence hereofi) will reflect, respectively, the “Estimated financial position of the Company and the components and calculation of the Net Working Capital”), which shall be certified by a duly authorized officer in each case as of the Company Closing and (ii) will be prepared and determined as the Sellers’ good faith estimate of the Closing in accordance with Colombian GAAP and in a manner consistent with the principles, practices, policies and methodologies used in the preparation of the Branch Financial Statements. The Net Working Capital as of immediately prior the Closing determined in accordance with this Section 2.3 is referred to herein as the “Closing Working Capital Balance.” (b) If, within 30 days after the date of Purchaser’s delivery of the Closing Date Balance Sheet and the Closing Statement, Seller determines in good faith that the Closing Date Balance Sheet and the Closing Statement have not been prepared or determined in accordance with this Agreement, Seller may give written notice to Purchaser within such 30-day period (i) setting forth Seller’s proposed changes to the Closing, which statement shall quantify Closing Date Balance Sheet as prepared by Purchaser and the determination by Seller of the Closing Working Capital Balance and (ii) specifying in reasonable detail Seller’s basis for disagreement with Purchaser’s preparation and determination of the estimates Closing Date Balance Sheet and the Closing Working Capital Balance. The failure by Seller to so express disagreement and provide such notice within such 30-day period will constitute acceptance of each item included in Purchaser’s preparation of the Closing Date Balance Sheet and determination of the Closing Working Capital Balance. If Purchaser and Seller are unable to resolve any disagreement between them with respect to the preparation of the Closing Date Balance Sheet and the determination of the Closing Working Capital Balance within 15 days after the giving of notice by Seller to Purchaser of such calculationdisagreement, in each case calculated the dispute may be referred to the accounting firm for resolution in accordance with the provisions of this Agreement. The Parties shall cooperate with one another in connection with Section 7.4(b)(ii). (c) During the period that Seller’s advisors and personnel are conducting their review of Purchaser’s preparation of the Closing Date Balance Sheet and evaluation determination of such estimate. The Company Parties shall promptly provide Purchaser the Closing Working Capital Balance until the final determination of the Closing Working Capital Balance, Seller and its representatives will have reasonable access during normal business hours to all personnel, relevant documents, the work papers prepared by or on behalf of Purchaser and information reasonably requested by Purchaser or its representatives in connection with their review Purchaser’s preparation of the Estimated Net Closing Statement and determination of the Closing Working Capital (including all components thereof). Prior to the Closing Date, Purchaser shall notify Representative of any objections to the Estimated Net Working Capital (including any component thereof), and the Parties shall work in good faith to resolve such objections and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Net Working Capital. (b) Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Representative a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Closing (the “Closing Net Working Capital”) as well as the adjustments to the Purchase Price which shall be made pursuant to this Section 1.3Balance; provided, however, that a failure by Purchaser to deliver the Closing Statement within Seller will conduct such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that Seller has been prejudiced by such failure. Sellers shall cooperate with Purchaser in its preparation of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation of the Closing Net Working Capital (including all components thereof), provided that such access is in a manner that does not unreasonably or materially interfere with the normal business operations of Purchaser and its Affiliates. (c) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Purchaser within thirty (30) days after receipt conduct of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation businesses of Closing Net Working Capital and describing in reasonable detail the basis (including for each component, the difference and the amount thereof and reasons therefor) for the determination of such different amount. If Representative does not deliver a Dispute Notice to Purchaser within such thirty (30) day period, the Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the provisions of this Section 1.3, including all defined terms in this Agreement. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If Purchaser and Representative resolve such differences, the Closing Statement and the Closing Net Working Capital agreed to by Purchaser and Representative will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. If Purchaser and Representative do not reach a final resolution on the Closing Statement and the Closing Net Working Capital within thirty (30) days after Representative has delivered the Dispute Notice, unless Purchaser and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among Purchaser, Representative, and the Neutral Accountant (which Purchaser and Representative agree to execute promptly), in the manner provided below. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all of the issues or matters relating to the adjustments under this Section 1.3, but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed Items”), solely in accordance with the terms of this Agreement. Each of Purchaser and Representative will be entitled to make a presentation to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein); and Purchaser and Representative shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of, and materials provided by, Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award that is non-appealable. The fees and expenses of the Neutral Accountant shall be borne by Representative and Purchaser in proportion to the amounts by which their respective calculations of the Closing Net Working Capital differ from the Final Closing Net Working Capital as finally determined by the Neutral Accountant. Nothing in this Section 1.3(c) is to be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the resolution of differences between Purchaser and Representative regarding the determination of the Final Closing Statement (and the Final Closing Net Working Capital calculation therein); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Representative. (d) Promptly, but no later than ten (10) Business Days after the final determination thereof, if the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds the Estimated Net Working Capital, Purchaser shall pay such excess amount to Representative, for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to the Sellers any excess of the Estimated Net Working Capital over the Target Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (ii) is less than the Estimated Net Working Capital, Sellers shall pay such shortfall to Purchaser. Any payments made pursuant to this Section 1.3 shall be treated as an adjustment to the Purchase Price by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Section 7 are inapplicable to the adjustments to be made under this Section 1.3.

Net Working Capital Adjustment. i. Within sixty (a) At least three (3) Business Days, but no more than seven (7) Business Days, prior to the Closing Date, Representative shall cause to be prepared and delivered to Purchaser a good faith estimate of the Net Working Capital immediately prior to the Closing (subject to the last sentence hereof, the “Estimated Net Working Capital”), which shall be certified by a duly authorized officer of the Company as the Sellers’ good faith estimate of the Net Working Capital as of immediately prior to the Closing, which statement shall quantify in reasonable detail the estimates of each item included in such calculation, in each case calculated in accordance with the provisions of this Agreement. The Parties shall cooperate with one another in connection with the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review of the Estimated Net Working Capital (including all components thereof). Prior to the Closing Date, Purchaser shall notify Representative of any objections to the Estimated Net Working Capital (including any component thereof), and the Parties shall work in good faith to resolve such objections and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Net Working Capital. (b) Within ninety (9060) days after the Closing Date, Purchaser shall prepare and deliver to Representative Seller a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Closing Effective Time (the “Closing Net Working Capital”) as well as the adjustments to the Purchase Price Included Working Capital Assets which shall be made consistent with the methodology set forth on Section 1.3(a) of the Disclosure Schedule and pursuant to this Section 1.3; provided1.4, however, that a failure by Purchaser to deliver the Closing Statement within together with all underlying documentation supporting such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that calculations. Seller has been prejudiced by such failure. Sellers shall reasonably cooperate with Purchaser in its preparation of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation of the Closing Net Working Capital (including all components thereof), provided that such access is in a manner that does not unreasonably or materially interfere with the normal business operations of Purchaser and its Affiliates. (c) ii. If Representative Seller disputes any amounts as shown on the Closing Statement, Representative Seller shall deliver to Purchaser within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth RepresentativeSeller’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each component, the difference and the amount thereof and reasons therefor) for the determination of such different amount. If Representative Seller does not deliver a Dispute Notice to Purchaser within such thirty (30) day period, the Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser will shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the provisions terms of this Section 1.3, including all defined terms in this Agreement1.4. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative Seller shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative Seller has given the Dispute Notice. If Purchaser and Representative Seller resolve such differences, the Closing Statement and the Closing Net Working Capital agreed to by Purchaser and Representative will Seller shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. If Purchaser and Representative Seller do not reach a final resolution on the Closing Statement and the Closing Net Working Capital within thirty (30) days after Representative Seller has delivered the Dispute Notice, unless Purchaser and Representative Seller mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.3 1.4 pursuant to a reasonable an engagement agreement among Purchaser, RepresentativeSeller, and the Neutral Accountant (which Purchaser and Representative Seller agree to execute promptly), in the manner provided below. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate decide all of the issues or matters relating to the adjustments under this Section 1.31.4 (it being understood that in making such determination, the Neutral Accountant shall be functioning as an expert and not as an arbitrator), but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed Items”)Notice, solely strictly in accordance with the terms of this Agreement. Each of Purchaser and Representative will Seller shall each be entitled to make a presentation to the Neutral Accountant at which the other will shall be entitled to be present and participate, pursuant to procedures to be agreed to between among Purchaser, RepresentativeSeller, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein); and Purchaser and Representative Seller shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and RepresentativeSeller, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of, and materials provided by, of Purchaser and Representative Seller (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will shall be conclusive and binding upon the Parties, absent Fraud fraud or manifest error, and will be an arbitral award that is non-appealable. The fees fees, costs and expenses of the Neutral Accountant shall be allocated to and borne by Representative Purchaser and Purchaser in proportion Seller based on the inverse of the percentage that the Neutral Accountant’s determination (before such allocation) bears to the amounts by which their respective calculations total amount of the Closing Net Working Capital differ from the Final Closing Net Working Capital total items in dispute as finally determined by originally submitted to the Neutral Accountant. Nothing in this Section 1.3(c1.4(b) is to shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the resolution of differences between Purchaser and Representative Seller regarding the determination of the Final Closing Statement (and the Final Closing Net Working Capital calculation therein), it being expressly acknowledged and agreed that the Neutral Accountant shall have authority to resolve only matters of an accounting nature and shall not have authority to resolve any disputes of a legal nature (with any dispute as to whether a matter is of an accounting or legal nature to be resolved by the Neutral Accountant); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement and (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and RepresentativeSeller. (d) iii. Promptly, but no later than ten (10) Business Days after the final determination thereof, if the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds the Target Net Working Capital (taking into consideration any adjustments to the Included Working Capital Assets by reason of the Estimated Net Working CapitalCapital calculation as set forth in Section 1.3(c)), Purchaser shall pay such excess amount to Representative, for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to the Sellers any excess of the Estimated Net Working Capital over the Target Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion)Seller; or (ii) is less than the Target Net Working Capital (taking into consideration any adjustments to the Included Working Capital Assets by reason of the Estimated Net Working CapitalCapital calculation as set forth in Section 1.3(c)), Sellers Seller shall promptly pay such shortfall amount to Purchaser. To the extent the amount promptly paid by Seller to Purchaser is less than such shortfall, Purchaser may, at its sole discretion (A) recover such shortfall amount from Seller directly or (B) offset such amount from the Indemnity Holdback Amount. Any payments made pursuant to this Section 1.3 1.4 shall be treated as an adjustment to the Purchase Price Transaction Consideration by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Section 7 Article VI are inapplicable to the adjustments to be made under this Section 1.31.4.

Net Working Capital Adjustment. (a) At least three The Base Purchase Price shall be increased or decreased dollar-for-dollar by the amount (3the “Net Working Capital Adjustment Amount”) Business Daysthat the Closing Net Working Capital, but no as finally determined as provided in this Section 2.5, is more than seven or less than the Target Net Working Capital. (7b) Business Days, prior In order to conclusively determine the Closing Net Working Capital and the Net Working Capital Adjustment Amount as of the Closing Date, Representative shall Buyer will prepare or cause to be prepared and delivered to Purchaser a good faith estimate of the Net Working Capital immediately prior to the Closing an unaudited balance sheet (subject to the last sentence hereof, the “Estimated Net Working CapitalClosing Balance Sheet”), which shall be certified by a duly authorized officer ) of the Company as the Sellers’ good faith estimate of the Closing Date, including a computation of the Closing Net Working Capital as of immediately prior to the Closing, which statement shall quantify in reasonable detail the estimates of each item included in such calculation, in each case calculated in accordance with the provisions illustrative computation of this Agreement. The Parties shall cooperate with one another in connection with the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review of the Estimated Net Working Capital (including all components thereof). Prior to set forth in the Closing Date, Purchaser shall notify Representative Preliminary Report and a statement of any objections to the Estimated calculation of the resulting Net Working Capital (including any component thereof), Adjustment Amount. The Closing Net Working Capital shall be prepared and the Parties shall work calculated by Buyer in good faith and consistent with the calculations set forth in the Preliminary Report, including the same line items included in the Preliminary Report. The parties agree that the purpose of the adjustment contemplated by this Section 2.5 with respect to resolve such objections and agree upon a final Estimated Net Working Capital for purposes is to measure the amount of Closingchanges in Net Working Capital using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Preliminary Report, and such agreed upon estimate shall be deemed adjustment is not intended to permit the Estimated introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purposes of determining Net Working Capital. (b) Within Notwithstanding anything to the contrary set forth herein, Buyer shall have the right to revise the Closing Balance Sheet and Buyer’s calculation of the Closing Net Working Capital, as the case may be, in all respects based on fraud, willful misconduct or intentional misrepresentation discovered by Buyer at any time prior to the determination of the Final Net Working Capital in accordance with this Section 2.5. The Buyer will deliver the Closing Balance Sheet to the Seller Representative within ninety (90) days after the Closing Date. Following delivery of the Closing Balance Sheet the Buyer shall, Purchaser shall prepare and at the request of the Seller Representative, promptly deliver or cause to Representative a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior be delivered to the Closing (Seller Representative, any and all work papers or other documents created or used by Buyer or its representatives in the “Closing Net Working Capital”) as well as the adjustments to the Purchase Price which shall be made pursuant to this Section 1.3; provided, however, that a failure by Purchaser to deliver the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that Seller has been prejudiced by such failure. Sellers shall cooperate with Purchaser in its preparation of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation of the Closing Net Working Capital (including all components thereof), provided that such access is in a manner that does not unreasonably or materially interfere with the normal business operations of Purchaser and its AffiliatesBalance Sheet. (c) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Purchaser within thirty (30) days after following the Seller Representative’s receipt of the Closing Statement Balance Sheet, the Seller Representative has not given Buyer notice of its objection to the Closing Balance Sheet (such notice must contain a notice (the “Dispute Notice”) setting forth Representative’s calculation statement of Closing Net Working Capital and describing in reasonable detail the basis (including for each componentof the objection), the difference and the amount thereof and reasons therefor) for the determination of such different amount. If Representative does not deliver a Dispute Notice to Purchaser within such thirty (30) day period, the Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the provisions of this Section 1.3, including all defined terms in this Agreement. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If Purchaser and Representative resolve such differences, the Closing Statement and then the Closing Net Working Capital agreed to by Purchaser and Representative reflected in the Closing Balance Sheet will be deemed to be used in computing the Final Closing Statement and the Final Closing Net Working Capital. If Purchaser and Representative do not reach a final resolution on the Closing Statement and the Closing Net Working Capital Adjustment Amount. If the Seller Representative gives such notice of objection and Buyer and the Seller Representative cannot agree with regard to such objection within thirty fifteen (3015) days thereafter, then the issues in dispute will be submitted to an independent public accounting firm mutually agreed upon by Buyer and the Seller Representative (which firm shall not have been engaged by any party hereto or their respective Affiliates for at least two years prior to the date of delivery by Buyer of the Closing Balance Sheet) (the “Independent Accountants”), for resolution. If issues in dispute are submitted to the Independent Accountants for resolution: (i) within fifteen (15) days after request, Buyer and the Seller Representative has delivered the Dispute Notice, unless Purchaser and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect will furnish to the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among Purchaser, Representative, Independent Accountants such work papers and the Neutral Accountant (which Purchaser other documents and Representative agree to execute promptly), in the manner provided below. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all of the issues or matters information relating to the adjustments under this Section 1.3, but shall only decide disputed issues as the specific components under dispute in the Dispute Notice Independent Accountants may request and are available to that party (the “Disputed Items”or its independent public accountants), solely in accordance with the terms of this Agreement. Each of Purchaser and Representative will be entitled to make a presentation to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein); and Purchaser and Representative shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of, and materials provided by, Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award afforded the opportunity to present to and discuss with the Independent Accountants any material relating to the dispute prior to the Independent Accountants’ determination; (ii) the determination by the Independent Accountants, as set forth in a notice delivered to Buyer and the Seller Representative by the Independent Accountants, will be binding and conclusive on parties in the absence of manifest error; and (iii) the fees and disbursements of the Independent Accountants shall be allocated among Buyer and the Sellers so that the Sellers’ share of such fees and disbursements shall be in the same proportion that the aggregate amount that is non-appealable. The fees and expenses of unsuccessfully disputed by the Neutral Accountant shall be borne by Representative and Purchaser in proportion to the amounts by which their respective calculations of the Closing Net Working Capital differ from the Final Closing Net Working Capital Sellers (as finally determined by the Neutral Accountant. Nothing in this Section 1.3(cIndependent Accountants) is bears to be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for total amount initially disputed by the resolution of differences between Purchaser and Representative regarding the determination of the Final Closing Statement (and the Final Closing Net Working Capital calculation therein); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and RepresentativeSellers. (d) PromptlyThe Net Working Capital Adjustment Amount shall become final and binding upon the parties upon the earlier of: (i) the failure by the Seller Representative to object thereto within the period permitted under, but no later than and otherwise in accordance with, the requirements of Section 2.5(c); (ii) the written agreement between Buyer and the Seller Representative with respect thereto; or (iii) the decision by the Independent Accountants with respect to disputes under Section 2.5(c). (e) Any increase or reduction in the Base Purchase Price on account of the Net Working Capital Adjustment Amount as determined pursuant to this Section 2.5 shall be paid by Buyer or the Sellers pursuant to this Section 2.5(e). In the event of an increase in the Base Purchase Price on account of the Net Working Capital Adjustment Amount, such amount shall be paid by Buyer to the Sellers in immediately available funds within ten (10) Business Days after days following the final determination thereof, if of the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds the Estimated Net Working Capital, Purchaser Adjustment Amount and shall pay such excess amount to Representative, for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid be allocated to the Sellers any excess in accordance with such Seller’s respective Pro Rata Share of such amount. In the event of a reduction in the Base Purchase Price on account of the Estimated Net Working Capital over the Target Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of SellersAdjustment Amount, the excess Seller Representative and Buyer shall promptly deliver written instructions to the Escrow Agent to release the amount of such decrease from the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (ii) is less than the Estimated Net Working Capital, Sellers shall pay such shortfall Escrow Amount to Purchaser. Any payments made pursuant to this Section 1.3 shall be treated as an adjustment to the Purchase Price by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Section 7 are inapplicable to the adjustments to be made under this Section 1.3Buyer.

Net Working Capital Adjustment. (a) At least three (3) Business Days, but no more than seven (7) Business Days, prior to the Closing Date, Representative shall cause to be prepared and delivered to Purchaser a good faith estimate of the Net Working Capital immediately prior to the Closing (subject to the last sentence hereof, the “Estimated Net Working Capital”), which shall be certified by a duly authorized officer of the Company as the Sellers’ good faith estimate of the Net Working Capital as of immediately prior to the Closing, which statement shall quantify in reasonable detail the estimates of each item included in such calculation, in each case calculated in accordance with the provisions of this Agreement. The Parties shall cooperate with one another in connection with the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review of the Estimated Net Working Capital (including all components thereof). Prior to the Closing Date, Purchaser shall notify Representative of any objections to the Estimated Net Working Capital (including any component thereof), and the Parties shall work in good faith to resolve such objections and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Net Working Capital. (b) Within ninety (90) 60 days after the Closing Date, Purchaser Parent shall prepare and deliver to Representative a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Closing (the “Closing Net Working Capital”) as well as the adjustments to the Purchase Price which shall be made pursuant to this Section 1.3; provided, however, that a failure by Purchaser to deliver the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that Seller has been prejudiced by such failure. Sellers shall cooperate with Purchaser in Sellers' Committee its preparation determination of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation of the Closing Net Working Capital (including all components thereof), provided that such access is in a manner that does not unreasonably or materially interfere with the normal business operations of Purchaser and its Affiliates. (c) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Purchaser within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each component, the difference and the amount thereof and reasons therefor) for the determination of such different amount. If Representative does not deliver a Dispute Notice to Purchaser within such thirty (30) day period, the Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the provisions of this Section 1.3, including all defined terms in this Agreement. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If Purchaser and Representative resolve such differences, the Closing Statement and the Closing Net Working Capital agreed to by Purchaser and Representative will be deemed to be the Final Closing Statement and the Final Closing Date Net Working Capital. If Purchaser the Closing Date Net Working Capital is less than the Threshold Net Working Capital, the Sellers shall owe to the Buyer the amount by which the Closing Date Net Working Capital is less than the Threshold Net Working Capital, which amount shall be paid from the funds deposited with the Escrow Agent pursuant to Section 2.4 below. (b) Subject to this Section 2.3(b), the calculation of the Closing Date Net Working Capital delivered by Parent to Sellers' Committee shall be final, binding and Representative do not reach a final resolution conclusive on the parties hereto. If Sellers' Committee desires in good faith to dispute any amount reflected on the calculation of the Closing Statement Date Net Working Capital delivered by Parent, Sellers' Committee shall notify Parent of its objections in writing within 20 days after its receipt of the calculation of the Closing Date Net Working Capital, setting forth the basis for its objection and its proposal for any adjustments to the calculation of the Closing Date Net Working Capital. Following such notification, Parent and Seller's Committee shall each negotiate in good faith to reach agreement as to any such proposed adjustment within 30 days of receipt of Sellers' Committee notice of objection. If agreement is reached in writing within such 30-day period as to all proposed further adjustments (or Parent and Seller's Committee agree that no adjustments are necessary), the parties shall make such agreed-upon adjustments, if any, and the Closing Date Net Working Capital within thirty (30) days after Representative has delivered the Dispute Notice, unless Purchaser and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among Purchaser, Representative, and the Neutral Accountant (which Purchaser and Representative agree to execute promptly), in the manner provided below. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate based thereon for all of the issues or matters relating to the adjustments under this Section 1.3, but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed Items”), solely in accordance with the terms purposes of this Agreement. Each If Parent and Seller are unable to reach agreement within such 30-day period, Parent and Sellers' Committee shall select a mutually acceptable accounting firm (the "Third Party Accounting Firm") to review the proposed Seller's Committee calculation of Purchaser Closing Date Net Working Capital and Representative will be entitled to such firm shall make a presentation to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant (orsuch adjustments, if they cannot agree on any, as are necessary to cause the calculation of the Closing Date Net Working Capital, if any, to have been properly prepared in accordance with this Agreement. All such procedures, pursuant determinations shall relate only to procedures determined such matters as are in dispute and shall represent either agreement with the position taken by the Neutral Accountant), regarding Parent or Seller's Committee or a compromise between such Party’s positions. The determination of the amounts Third Party Accounting Firm shall be delivered in writing as soon as practicable following engagement of the Third Party Accounting Firm, shall state the amount due by either party as a result and shall be final, conclusive and binding upon Buyer and Sellers. Not later than 10 days following the determination by the Third Party Accounting Firm, the amount, if any, required to be set forth on the Closing Statement (and paid as a result of the determination of the Closing Date Net Working Capital therein); and Purchaser and Representative shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and RepresentativeCapital, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of, and materials provided by, Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant Third Party Accounting Firm, shall be deemed paid from the funds deposited with the Escrow Agent pursuant to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award that is non-appealableSection 2.4 below. The fees and expenses of the Neutral Accountant Third Party Accounting Firm incurred in resolving all disputed matters shall be borne equitably apportioned by Representative such accountants based on the extent to which Parent or Seller's Committee are determined by such accountants to be the prevailing party; provided, however, that if the Third Party Accounting Firm cannot determine the prevailing party, the fees shall be paid one-half by Parent and Purchaser in proportion one-half by Sellers. To the extent any fees are allocated to the amounts by which their respective calculations Sellers, such fees shall be paid out of the Closing Net Working Capital differ from funds deposited with the Final Closing Net Working Capital as finally determined by the Neutral Accountant. Nothing in this Section 1.3(c) is to be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the resolution of differences between Purchaser and Representative regarding the determination of the Final Closing Statement (and the Final Closing Net Working Capital calculation therein); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Representative. (d) Promptly, but no later than ten (10) Business Days after the final determination thereof, if the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds the Estimated Net Working Capital, Purchaser shall pay such excess amount to Representative, for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to the Sellers any excess of the Estimated Net Working Capital over the Target Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (ii) is less than the Estimated Net Working Capital, Sellers shall pay such shortfall to Purchaser. Any payments made Escrow Agent pursuant to this Section 1.3 shall be treated as an adjustment to the Purchase Price by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Section 7 are inapplicable to the adjustments to be made under this Section 1.32.4 below.

Net Working Capital Adjustment. (ai) At least three (3) Business DaysAs promptly as reasonably practicable after the Closing, but no more later than seven (7) Business Days, prior to the Closing Date, Representative shall cause to be prepared and delivered to Purchaser a good faith estimate of the Net Working Capital immediately prior to the Closing (subject to the last sentence hereof, the “Estimated Net Working Capital”), which shall be certified by a duly authorized officer of the Company as the Sellers’ good faith estimate of the Net Working Capital as of immediately prior to the Closing, which statement shall quantify in reasonable detail the estimates of each item included in such calculation, in each case calculated in accordance with the provisions of this Agreement. The Parties shall cooperate with one another in connection with the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review of the Estimated Net Working Capital (including all components thereof). Prior to the Closing Date, Purchaser shall notify Representative of any objections to the Estimated Net Working Capital (including any component thereof), and the Parties shall work in good faith to resolve such objections and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Net Working Capital. (b) Within ninety (90) days after the Closing Date, Purchaser Buyer shall prepare cause to be prepared and deliver delivered to Representative Seller a statement (the “Closing Purchase Price Adjustment Statement”) calculating setting forth and certifying Buyer’s calculation of the Final Net Working Capital as of immediately prior to the Closing Date, calculated in accordance with Schedule 2.3(b) (the “Closing Net Working Capital”). (ii) as well as the adjustments to the Purchase Price which shall be made pursuant to this Section 1.3; provided, however, that a failure by Purchaser to deliver the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that If Seller has been prejudiced by such failure. Sellers shall cooperate disagrees with Purchaser in its preparation of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and PurchaserBuyer’s calculation of the Closing Net Working Capital (including all components thereof), provided that such access is in a manner that does not unreasonably or materially interfere with the normal business operations of Purchaser and its Affiliates. (c) If Representative disputes any amounts as shown set forth on the Closing Purchase Price Adjustment Statement, Representative shall deliver to Purchaser Seller may, within thirty (30) days after receipt delivery of the Closing Purchase Price Adjustment Statement a notice (the “Dispute Objection Period”), deliver a written notice to Buyer setting forth Seller’s objection thereto and Seller’s calculation of such amount (such notice, the “Objection Notice”). Any Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Purchase Price Adjustment Statement and the calculation of Closing Net Working Capital as set forth therein. If Seller does not deliver an Objection Notice within the Objection Period, Seller shall be deemed to have agreed with all items and amounts contained in the Purchase Price Adjustment Statement and the calculation of Closing Net Working Capital as set forth therein, and the Closing Net Working Capital as set forth in the Purchase Price Adjustment Statement shall be conclusive and binding on the parties hereto. (iii) If Seller delivers an Objection Notice within the Objection Period, Buyer and Seller shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts. If the parties resolve all disputes, the computation of Final Net Working Capital reflecting the resolution of the dispute, shall be conclusive and binding on the parties hereto. If Buyer and Seller cannot reach agreement within such thirty (30) day period (or such longer period as they may mutually agree in writing), then either shall have the unilateral right to request that the matter be referred to an Independent Accountant on behalf of both Buyer and Seller. The Independent Accountant may conduct such proceedings as it reasonably considers appropriate and shall be instructed to, within thirty (30) days following its engagement, deliver to Buyer and Seller a written report setting forth Representativeits determination of the Final Net Working Capital. The Independent Accountant shall act as an expert and not as an arbitrator to determine only the specific items under dispute by Seller and Buyer. In making its determination, the Independent Accountant shall consider only those items or amounts in the Purchase Price Adjustment Statement and Buyer’s calculation of Closing Net Working Capital and describing in reasonable detail as to which Seller has disagreed. The decision of the basis (including for each component, Independent Accountant shall include a statement of the difference and the amount thereof and reasons therefor) for the Independent Accountant’s determination of such different amount. If Representative does not deliver each disputed item and a Dispute Notice to Purchaser within such thirty (30) day period, statement of the Closing Statement (and the determination of Closing Final Net Working Capital therein) prepared and delivered by Purchaser will be deemed to be reflecting the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes Independent Accountant’s determination of all disputed items, shall be limited set forth in a written report delivered to assertions that Seller and Buyer and shall be conclusive and binding on the Closing Statement (and parties hereto. In resolving any disputed item, the determination of Closing Net Working Capital therein) was not calculated in accordance with Independent Accountant shall be bound by the provisions of this Section 1.3Agreement (including, including all defined terms in this Agreement. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If Purchaser and Representative resolve such differenceswithout limitation, the Closing Statement and the Closing Net Working Capital agreed to by Purchaser and Representative will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. If Purchaser and Representative do not reach a final resolution on the Closing Statement and the Closing Net Working Capital within thirty (30) days after Representative has delivered the Dispute Notice, unless Purchaser and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among Purchaser, Representative, and the Neutral Accountant (which Purchaser and Representative agree to execute promptlySchedule 2.3(b), in the manner provided below. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all of the issues or matters relating to the adjustments under this Section 1.3, but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed Items”), solely in accordance with the terms of this Agreement. Each of Purchaser and Representative will be entitled to make a presentation to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein); and Purchaser and Representative shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of, and materials provided by, Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award that is non-appealable. The fees and expenses of the Neutral Accountant shall be borne by Representative and Purchaser in proportion to the amounts by which their respective calculations of the Closing Net Working Capital differ from the Final Closing Net Working Capital as finally determined by the Neutral Accountant. Nothing in this Section 1.3(c) is to be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the resolution of differences between Purchaser and Representative regarding the determination of the Final Closing Statement (and the Final Closing Net Working Capital calculation therein); or (ii) resolve any such differences by making an adjustment may not assign a value to any component of item greater than the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Representative. (d) Promptly, but no later than ten (10) Business Days after the final determination thereof, if the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds the Estimated Net Working Capital, Purchaser shall pay greatest value for such excess amount to Representative, for the benefit of Sellers, in Parent Shares item or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to the Sellers any excess of the Estimated Net Working Capital over the Target Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (ii) is less than the Estimated Net Working Capitalsmallest value for such item claimed by either Buyer or Seller, Sellers shall pay as applicable. For purposes of this Section, an “Independent Accountant” means ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or such shortfall to Purchaser. Any payments made pursuant to this Section 1.3 shall other independent accounting firm of recognized national standing in the United States as may be treated as an adjustment to the Purchase Price mutually agreed upon by the Parties. The Parties acknowledge that the limitations on indemnification set forth Buyer and Seller in Section 7 are inapplicable to the adjustments writing (such agreement not to be made under this Section 1.3unreasonably withheld, delayed or conditioned by Seller or Buyer).

Net Working Capital Adjustment. (a) At least three (3) Business Days, but no more than seven (7) Business Days, prior to the Closing Date, Representative shall cause to be prepared and delivered to Purchaser a good faith estimate of the Net Working Capital immediately prior to the Closing (subject to the last sentence hereof, the “Estimated Net Working Capital”), which shall be certified by a duly authorized officer of the Company as the Sellers’ good faith estimate of the Net Working Capital as of immediately prior to the Closing, which statement shall quantify in reasonable detail the estimates of each item included in such calculation, in each case calculated in accordance with the provisions of this Agreement. The Parties shall cooperate with one another in connection with the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review of the Estimated Net Working Capital (including all components thereof). Prior to the Closing Date, Purchaser shall notify Representative of any objections to the Estimated Net Working Capital (including any component thereof), and the Parties shall work in good faith to resolve such objections and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Net Working Capital. (b) Within ninety (90) days after following the Closing DateEffective Time, Purchaser Netsmart shall prepare and deliver to the Securities Holders’ Representative an unaudited balance sheet of CMHC as of the Closing Date immediately prior to Closing (“Proposed Closing Balance Sheet”), which shall include a statement (the “Closing Statement”) calculating the of Net Working Capital as of the Closing Date immediately prior to Closing (“Proposed Closing Working Capital Statement”). The Proposed Closing Balance Sheet and Proposed Closing Working Capital Statement shall be prepared in accordance with GAAP and shall be consistent with Past Practice. The Proposed Closing Balance Sheet shall present fairly in all material respects the financial condition of CMHC as of that date. (b) The Securities Holders’ Representative and one independent certified public accountant or firm designated by the Securities Holders’ Representative shall have the right to observe the work performed by Netsmart and/or its Representatives in connection with the preparation of the Proposed Closing Balance Sheet and Proposed Closing Working Capital Statement, to examine and make copies of the work papers and other documents generated or reviewed in connection with the preparation of the Proposed Closing Balance Sheet and Proposed Closing Working Capital Statement and to access the books and records of CMHC related to the preparation of the Proposed Closing Balance Sheet and Proposed Closing Working Capital Statement. (i) If the Proposed Closing Working Capital Statement reflects Net Working Capital equal to or above a deficit of $7.5 Million Dollars and, in accordance with the 5.5(c)(iv), such Statement becomes final and binding on Netsmart, then within five (5) business days following the earlier of (x) the expiration of the Review Period (without a Notice of Disagreement having been delivered to Netsmart) or (y) the receipt by Netsmart of a written statement from the Securities Holders’ Representative agreeing to the calculation, the Net Working Capital Adjustment Fund shall be paid to the Securities Holders entitled to receive a portion of such amount by the Escrow Agent in accordance with the terms of the Escrow Agreement. (ii) The Securities Holders’ Representative shall have thirty (30) days after the receipt of the Proposed Closing Balance Sheet and Proposed Closing Working Capital Statement (“Review Period”) to review the Proposed Closing Balance Sheet and Proposed Closing Working Capital Statement, the work papers and other documents generated or reviewed by Netsmart in connection with the preparation of the Proposed Closing Balance Sheet and Proposed Closing Working Capital Statement, and the books and records of CMHC related to the preparation of the Proposed Closing Balance Sheet and the Proposed Closing Working Capital Statement. (iii) If, within the Review Period, the Securities Holders’ Representative disputes any item(s) on the Proposed Closing Balance Sheet or Proposed Closing Working Capital Statement, the Securities Holders’ Representative shall give Netsmart written notice of such disagreement prior to the expiration of the Review Period specifically identifying the item(s) and amount(s) in dispute and the basis for such dispute (the “Closing Net Working CapitalNotice of Disagreement”) as well as the adjustments to the Purchase Price which shall be made pursuant to this Section 1.3; provided, however, that a failure by Purchaser to deliver the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that Seller has been prejudiced by such failure. Sellers shall cooperate with Purchaser in its preparation of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation of the Closing Net Working Capital (including all components thereof), provided that such access is in a manner that does not unreasonably or materially interfere with the normal business operations of Purchaser and its Affiliates. (civ) If the Securities Holders’ Representative disputes any amounts as shown either does not deliver a Notice of Disagreement to Netsmart or otherwise manifests in writing his agreement with such calculation prior to the expiration of the Review Period, Netsmart’s Proposed Closing Balance Sheet and Proposed Closing Working Capital Statement shall be deemed final and binding on Netsmart, the Closing StatementSurviving Corporation, the Securities Holders’ Representative and the Securities Holders for all purposes of this Agreement. (v) The parties shall deliver use commercially reasonable efforts to Purchaser reach agreement with respect to such disputed items within thirty (30) days after receipt following the delivery of the Closing Statement a notice Notice, or such longer period as may be agreed upon by the parties (the “Dispute NoticeResolution Period”) setting forth Representative’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each component, the difference ). If Netsmart and the amount thereof and reasons therefor) for the determination of such different amount. If Representative does not deliver a Dispute Notice to Purchaser within such thirty (30) day period, the Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the provisions of this Section 1.3, including all defined terms in this Agreement. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If Purchaser and Representative resolve such differences, the Closing Statement and the Closing Net Working Capital agreed to by Purchaser and Representative will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. If Purchaser and Representative do not reach a final resolution on the Closing Statement and the Closing Net Working Capital within thirty (30) days after Representative has delivered the Dispute Notice, unless Purchaser and Securities Holders’ Representative mutually agree to continue their efforts to resolve such differences, upon the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among Purchaser, Representative, Proposed Closing Balance Sheet and the Neutral Accountant (which Purchaser Proposed Closing Working Capital Statement within the Resolution Period, such agreement shall be conclusive and Representative agree to execute promptly)binding on all parties. Any item(s) on the Proposed Closing Balance Sheet or Proposed Closing Working Capital Statement not specifically identified in writing as a disputed item before the end of the Review Period, in the manner provided below. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement if it fails been accepted by the Securities Holders’ Representative and shall not be subject to do so any further dispute, review or change. (d) If the parties fail to resolve any disputes with respect to the Proposed Closing Balance Sheet and/or Proposed Closing Working Capital Statement within twenty the Resolution Period, the unresolved dispute(s) shall be submitted for resolution within ten (2010) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all the expiration of the issues or matters relating to the adjustments under this Section 1.3Resolution Period to, but shall only decide the specific components under dispute in the Dispute Notice and finally determined by, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the “Disputed ItemsAccounting Firm”), solely which shall act as expert and not as arbitrator and whose determination shall be final and binding. The Accounting Firm’s determination of such dispute(s) shall be made in a manner consistent with the principles set forth in this Section 5.5 in a written, reasoned opinion delivered not later than forty-five (45) days after the submission of the same to such Accounting Firm. The Accounting Firm shall allocate its costs associated with such determination equally between Netsmart and the Securities Holders’ Representative. Any such determination shall be final and binding. The Proposed Closing Balance Sheet and the Proposed Closing Working Capital Statement as mutually agreed to by Netsmart and the Securities Holders’ Representative or otherwise finally determined shall be referred to as the “Closing Balance Sheet” and the “Final Working Capital Determination”. (e) If the amount of Net Working Capital determined pursuant to the Final Working Capital Determination (the “Final Net Working Capital” and the date of such determination being the “Determination Date”) decreases below a deficit of $7.5 Million Dollars, then, within five (5) business days following the Determination Date, the amount of such difference (the “Reduction Amount”), shall be paid to Netsmart by the Escrow Agent in accordance with the terms of this Agreement. Each of Purchaser and Representative will be entitled to make a presentation to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein); and Purchaser and Representative shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of, and materials provided by, Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Escrow Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award that is non-appealable. The fees and expenses of the Neutral Accountant shall be borne by Representative and Purchaser in proportion to the amounts by which their respective calculations of the Closing Net Working Capital differ from the Final Closing Net Working Capital as finally determined by the Neutral Accountant. Nothing in this Section 1.3(c) is to be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the resolution of differences between Purchaser and Representative regarding the determination of the Final Closing Statement (and the Final Closing Net Working Capital calculation therein); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Representative. (d) Promptly, but no later than ten (10) Business Days after the final determination thereof, if the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds the Estimated Net Working Capital, Purchaser shall pay such excess amount to Representative, for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to the Sellers any excess of the Estimated Net Working Capital over the Target Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (ii) is less than the Estimated Net Working Capital, Sellers shall pay such shortfall to Purchaser. Any payments made pursuant to this Section 1.3 Reduction Amount shall be treated for income tax purposes as an adjustment to the Purchase Price Merger Consideration. To the extent that the Reduction Amount is less than the full amount of the Net Working Capital Adjustment Fund, then, within five (5) business days following the Determination Date, the amount of the difference between the full amount of the Net Working Capital Adjustment Fund and the Reduction Amount shall be paid to the Securities Holders’ entitled to receive a portion of such amount on a Pro Rata Percentage basis in accordance with the terms of the Escrow Agreement. (f) If the Final Net Working Capital increases above a deficit of $7.5 Million Dollars, then, within two (2) business days following the Determination Date, Netsmart shall deposit with the Payment Agent the amount of such increase (the “Increased Amount”), and within five (5) business days following the Determination Date, the Increased Amount shall be distributed by the PartiesPayment Agent to the Securities Holders entitled to receive a portion of such amount on a Pro Rata Percentage basis. This distribution shall constitute the Contingent Net Working Capital Distribution as described in Article II of this Agreement. In addition, if (i) the Net Working Capital Adjustment Fund has not been disbursed pursuant to Section 5.5(c)(i), and (ii) if the Final Net Working Capital reflects an Increased Amount or reflects that there is neither an Increased Amount nor a Reduction Amount, then, within five (5) business days following the Determination Date, the Escrow Agent shall distribute to the Securities Holders entitled thereto the Net Working Capital Adjustment Fund on a Pro Rata Percentage basis in accordance with the terms of the Escrow Agreement. The Parties acknowledge that the limitations on indemnification set forth in Section 7 are inapplicable Increased Amount shall be treated for income tax purposes as an adjustment to the adjustments to be made under this Section 1.3Merger Consideration.

Net Working Capital Adjustment. (a) The parties hereto expect and intend that, from December 31, 2003 through Closing, the Acquired Corporations have been and will be operated in a manner consistent with prior practices, and consistent with the Acquired Corporations’ ongoing operations. (b) At least three two (32) Business Days, but no more than seven (7) Business Days, business days prior to the estimated Closing, Holdings and the Company shall prepare in good faith and deliver to Parent a preliminary projected balance sheet as of the anticipated Closing Date, Representative (the “Closing Balance Sheet”). The Closing Balance Sheet shall cause to be prepared according to GAAP consistent with the Company’s past practices and delivered to Purchaser a good faith estimate of the Net Working Capital immediately prior to the Closing (subject to the last sentence hereof, the “Estimated Net Working Capital”), which shall be certified accompanied by a duly authorized officer projected statement of the Company as the Sellers’ good faith estimate of the Net Working Capital as of immediately prior to the Closing, which statement shall quantify in reasonable detail the estimates of each item included in such calculation, in each case calculated income in accordance with the provisions of this Agreement. The Parties shall cooperate with one another in connection GAAP consistent with the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review of Company’s past practices for the Estimated Net Working Capital (including all components thereof). Prior to period ended at the anticipated Closing Date, Purchaser shall notify Representative of any objections to the Estimated Net Working Capital (including any component thereof), and the Parties shall work in good faith to resolve such objections and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Net Working Capital. (b) Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Representative a statement (the “Closing Statement”) calculating ). In addition, the Net Working Capital Company shall provide a schedule reasonably detailing the Company’s estimate as of immediately prior to the projected Closing (the “Closing Company Estimated NWC”) of the net working capital of the Company (the “Net Working Capital”) as well as the adjustments to the Purchase Price which shall be made pursuant to this Section 1.3; provided, however, that a failure by Purchaser to deliver the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that Seller has been prejudiced by such failure. Sellers shall cooperate with Purchaser in its preparation of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation of the Closing Net Working Capital (including all components thereof), provided that such access is in a manner that does not unreasonably or materially interfere with the normal business operations of Purchaser and its Affiliates. (c) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Purchaser within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each component, the difference and the amount thereof and reasons therefor) for the determination of such different amount. If Representative does not deliver a Dispute Notice to Purchaser within such thirty (30) day period, the Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the provisions set forth on Exhibits 2.6(b) and 2.6(b)(i). The Company shall consult with Parent during the preparation of this Section 1.3, including all defined terms in this Agreement. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If Purchaser and Representative resolve such differencesCompany Closing Balance Sheet, the Closing Statement and the Closing Company Estimated NWC. (c) As promptly as practicable after the Closing, but in no event more than twenty-one (21) days after the Closing, Parent shall prepare a schedule calculating the Net Working Capital agreed to by Purchaser and Representative will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. If Purchaser and Representative do not reach a final resolution on the Closing Statement and the Closing Net Working Capital within thirty (30) days after Representative has delivered the Dispute Notice, unless Purchaser and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among Purchaser, Representative, and the Neutral Accountant (which Purchaser and Representative agree to execute promptly), in the manner provided below. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all of the issues or matters relating to the adjustments under this Section 1.3, but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed Items”), solely prepared in accordance with the terms of this Agreement. Each of Purchaser and Representative will be entitled to make a presentation to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be provisions set forth on Exhibits 2.6(b) and 2.6(b)(i) (the Closing Statement (“Parent Estimated NWC”), and may engage KPMG LLP or such other nationally recognized accounting firm to verify the determination of the Closing Net Working Capital therein); and Purchaser and Representative Parent Estimated NWC at Parent’s sole cost. The Parent Estimated NWC shall use commercially reasonable efforts to cause be prepared in accordance with the Neutral Accountant to resolve the differences between them and determine the amounts to be provisions set forth on Exhibits 2.6(b) and 2.6(b)(i). The Parent Estimated NWC shall be promptly delivered to the Closing Statement (Stockholder Representative as soon as it is available for review and comment, and Parent and the determination of Stockholder Representative shall thereafter attempt to reach agreement on the Closing Net Working Capital therein) within twenty (20) days after Parent Estimated NWC. Parent and the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, Stockholder Representative shall provide reasonable advance have access to the other Party with respect to such materials work papers of Holdings, Company and reasonably cooperate with Parent used in the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of, and materials provided by, Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination preparation of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award that is non-appealable. The fees and expenses of the Neutral Accountant shall be borne by Representative and Purchaser in proportion to the amounts by which their respective calculations of the Closing Net Working Capital differ from the Final Closing Net Working Capital as finally determined by the Neutral Accountant. Nothing in this Section 1.3(c) is to be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the resolution of differences between Purchaser and Representative regarding the determination of the Final Closing Statement (and the Final Closing Net Working Capital calculation therein); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and RepresentativeParent Estimated NWC. (d) PromptlyIf the Stockholder Representative and Parent are unable to agree on the Parent Estimated NWC and the amount(s) to be paid in accordance with the Net Working Capital provisions of this Section 2.6, but then the Stockholder Representative shall present any objections or comments in writing to Parent no later than ten (10) Business Days days after the final determination thereofStockholder Representative’s receipt of the Parent Estimated NWC, if specifying in reasonable detail any objections thereto (the Final Closing “NWC Dispute Notice”). Parent and the Company shall be deemed to have agreed with all other items and amounts contained in the Parent Estimated NWC. If within twenty (20) business days after Parent’s receipt of the NWC Dispute Notice, Parent and the Stockholder Representative are unable to resolve informally matters raised by the NWC Dispute Notice and the Stockholder Representative has not retracted the NWC Dispute Notice, the parties shall submit the NWC Dispute Notice to the Accounting Arbitrator for resolution. If the parties are unable to agree upon one Accounting Arbitrator, each shall appoint an Accounting Arbitrator and these appointees shall appoint a third Accounting Arbitrator (collectively the “Accounting Arbitrators”), in which case the resolution of the items contained in the NWC Dispute Notice shall be made by a majority decision of the Accounting Arbitrators. The Accounting Arbitrator(s) shall be directed to make a resolution within thirty (30) days of engagement limited to those areas at issue and determined in accordance with Exhibits 2.6(b) and 2.6(b)(i), and such resolution shall be conclusive and binding on all parties. Parent and the Stockholder Representative shall each pay the costs and expense of their own Accounting Arbitrator, accountants and attorneys and shall bear equally the expense of the independent Accounting Arbitrator. (e) To the extent that the Company’s Net Working Capital as of the Closing (as finally determined in accordance with the provisions set forth above, a “Final NWC Determination”) results in the Final Closing Statement: (i) exceeds the Estimated Net Working Capital, Purchaser shall pay such excess amount to Representative, for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to the Sellers any excess of the Estimated a Net Working Capital figure of over $9,000,000, then no adjustment of Merger Consideration shall be required. (f) To the Target extent that a Final NWC Determination results in a Net Working Capital at Closing, then Purchaser shall pay to Representative, for figure that is less than $9,000,000 (with the benefit of Sellers, amount by which $10,000,000 exceeds the excess amount of the Final Closing Net Working Capital over being the Target “Final NWC Decrease”), then within five (5) business days following such Final NWC Determination, the Stockholder Representative shall pay Parent an amount of cash equal to such Final NWC Decrease from the Indemnity Account. (g) Any adjustments in connection with the Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (ii) is less than the Estimated Net Working Capital, Sellers shall pay such shortfall to Purchaser. Any payments made pursuant to this Section 1.3 2.6 shall be treated as an adjustment to a decrease in the Purchase Price by Merger Consideration. (h) Upon the Parties. The Parties acknowledge that Final NWC Determination and payment of the limitations on indemnification set forth Final NWC Decrease, if any, each Stockholder, Warrantholder and Optionholder shall be paid his, her or its Pro Rata Percentage of any balance in Section 7 are inapplicable to the adjustments to be made under this Section 1.3Indemnity Account.

Net Working Capital Adjustment. (a) At least three Within sixty (360) Business Daysdays after the Closing, but no more than seven Buyer shall prepare (7) Business Days, prior to the Closing Date, Representative shall or cause to be prepared prepared), issue and delivered deliver to Purchaser Seller (i) a good faith estimate balance sheet which shall set forth the assets and liabilities of Company as of the close of business on the Closing Date (the “Closing Date Balance Sheet”) and (ii) a statement of the Net Working Capital immediately prior to that is derived from the Closing Date Balance Sheet (subject to the last sentence hereof, the “Estimated Net Working CapitalCapital Statement”), which shall be certified by a duly authorized officer of the Company as the Sellers’ good faith estimate of each in accordance with Section 2.3(b) below. (b) The Closing Date Balance Sheet and the Net Working Capital Statement shall be prepared in accordance with GAAP, determined as if the Closing Date was the Company’s normal year-end and applied on a basis consistent with the December 31, 2006 audited balance sheet included as part of the Financial Statements (the “Fiscal Year End Balance Sheet”); provided, that, inventory quantities shall be determined based on a physical inventory taken by the Company and observed by representatives of Buyer and Seller as of immediately prior the close of business on the Closing Date and; provided, further, that, (i) inventories shall be valued at cost (determined using the first-in-first-out (“FIFO”) method) in accordance with GAAP, (ii) no receivable which is past ninety (90) days’ due shall be included in the Closing Date Balance Sheet, and (iii) all employee incentive payments shall be accurately accrued on an interim basis through the Closing Date. (c) Within the twenty (20) day period after delivery by Buyer of the Closing Date Balance Sheet and Net Working Capital Statement, Seller shall, in a written notice to Buyer, either accept the ClosingClosing Date Balance Sheet and Net Working Capital Statement, which statement shall quantify or, in the event that Seller believes that the Closing Date Balance Sheet or Net Working Capital Statement was not prepared on an accurate basis and as set forth in Section 2.3(b), describe in reasonable detail any proposed adjustments to the estimates of each item included in such calculation, in each case calculated in accordance with the provisions of this Agreement. The Parties shall cooperate with one another in connection with the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser Closing Date Balance Sheet or its representatives in connection with their review of the Estimated Net Working Capital Statement which Seller believes should be made and the basis therefor. If Buyer has not received such notice of proposed adjustments within such twenty (including all components thereof). Prior 20) day period, Seller will be deemed to have accepted the Closing Date, Purchaser shall notify Representative of any objections to the Estimated Date Balance Sheet and Net Working Capital Statement. (including any component thereof), d) Buyer and the Parties Seller shall work negotiate in good faith to resolve such objections and agree upon a final Estimated any dispute over Seller’s proposed adjustments to the Closing Date Balance Sheet or Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Net Working Capital. (b) Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Representative a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Closing (the “Closing Net Working Capital”) as well as the adjustments to the Purchase Price which shall be made pursuant to this Section 1.3; provided, however, that a failure by Purchaser to deliver the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that Seller has been prejudiced by such failure. Sellers shall cooperate with Purchaser in its preparation of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation of the Closing Net Working Capital (including all components thereof), provided that such access is in a manner that does not unreasonably or materially interfere with the normal business operations of Purchaser and its Affiliates. (ce) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Purchaser within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each component, the difference and the amount thereof and reasons therefor) for the determination of such different amount. If Representative does dispute is not deliver a Dispute Notice to Purchaser within such thirty (30) day period, the Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the provisions of this Section 1.3, including all defined terms in this Agreement. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If Purchaser and Representative resolve such differences, the Closing Statement and the Closing Net Working Capital agreed to by Purchaser and Representative will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. If Purchaser and Representative do not reach a final resolution on the Closing Statement and the Closing Net Working Capital within thirty (30) days after Representative has delivered the Dispute Notice, unless Purchaser and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among Purchaser, Representative, and the Neutral Accountant (which Purchaser and Representative agree to execute promptly), in the manner provided below. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement if it fails to do so fully resolved within twenty (20) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all following receipt by Buyer of the issues proposed adjustments, Seller and Buyer jointly shall select a licensed independent public accounting firm, which firm shall not have had a material relationship with Buyer, the Company or matters relating to the adjustments under this Section 1.3Seller or any of their respective Affiliates within two (2) years preceding such selection (such firm, but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed ItemsArbiter”), solely to resolve any remaining dispute over Seller’s proposed adjustments in accordance with the terms of this Agreementstandards set forth in Section 2.3(b), which resolution shall be final and binding. Each of Purchaser and Representative will be entitled The parties shall instruct the Arbiter to make a presentation deliver its written determination not later than the twentieth (20th) day after the dispute is referred to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein); and Purchaser and Representative shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereofArbiter. The Neutral AccountantArbiter’s determination shall be based solely on such presentations of, written submissions by Seller and materials provided by, Purchaser Buyer and Representative (i.e., their respective representatives and not on by independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (Arbiter shall address only those items in dispute and determination of may not assign a value greater than the Closing Net Working Capital therein) determined greatest value for such item claimed by either party or smaller than the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination smallest value for such item claimed by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award that is non-appealableeither party. The fees and expenses of the Neutral Accountant Arbiter shall be borne shared by Representative Seller and Purchaser Buyer in proportion to the amounts by which their respective calculations percentage of the Closing Net Working Capital differ from the Final Closing Net Working Capital as finally disputed amount determined by the Neutral Accountant. Nothing in this Section 1.3(c) is to be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the resolution account of differences between Purchaser Seller and Representative regarding the determination of the Final Closing Statement (and the Final Closing Net Working Capital calculation therein); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and RepresentativeBuyer, respectively. (d) Promptly, but no later than ten (10) Business Days after the final determination thereof, if the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds the Estimated Net Working Capital, Purchaser shall pay such excess amount to Representative, for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to the Sellers any excess of the Estimated Net Working Capital over the Target Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (ii) is less than the Estimated Net Working Capital, Sellers shall pay such shortfall to Purchaser. Any payments made pursuant to this Section 1.3 shall be treated as an adjustment to the Purchase Price by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Section 7 are inapplicable to the adjustments to be made under this Section 1.3.

Net Working Capital Adjustment. Each of the conversion amounts and payment amounts set forth in Section 4 and Section 5 hereof shall be subject to the following adjustment mechanism after the Closing (the “Net Working Capital Adjustment”): (a) At least three (3) Business DaysThe Parties acknowledge and agree that the conversion amounts and payment amounts set forth in Section 4 and Section 5 are based on the Financial Model, which model is based on financial statements provided by the Sky Solar Parties as of August 31, 2019. The Parties’ further acknowledge and agree that the foregoing conversion amounts and payment amounts are intended to reflect the Net Working Capital of each of the Equity Conversion Project Companies as of the Cutoff Date but that financial statements as of the Cutoff Date were not made available to the H▇▇▇▇▇ Parties prior to the execution of this Agreement. Promptly following the execution of this Agreement, but no more later than seven (7) Business DaysDays following the date hereof, the Sky Solar Parties shall deliver financial statements for each of the Equity Conversion Project Companies as of the Cutoff Date. Promptly thereafter, the Financial Model and the conversion amounts and payment amounts set forth in Section 4 and Section 5 of this Agreement shall be modified to reflect the updated financial information set forth in the Cutoff Date balance sheets. (b) No later than five (5) Business Days prior to the date that is scheduled by the Parties as the Closing Date, the Sky Solar Parties shall deliver to the H▇▇▇▇▇ Parties the Estimated Statement of Net Working Capital, which will include their estimates of Net Working Capital for each of the Equity Conversion Project Companies as of the Closing Date. In the event that the Net Working Capital reflected in the Financial Model exceeds the Net Working Capital reflected in the Estimated Statement of Net Working Capital, then the relevant conversion amounts or payment amounts, as applicable, will be adjusted upward in an amount equal to such excess. In the event that the Net Working Capital reflected on the Estimated Statement of Net Working Capital exceeds the Net Working Capital reflected on the Financial Model, then the relevant conversion amounts or payment amounts, as applicable, will be adjusted downward in an amount equal to such excess. Such adjustments will be reflected in the Funds Flow Memorandum, which shall be agreed by the Parties at least two (2) Business Days prior to the Closing Date. (c) As promptly as practicable, Representative shall cause to be prepared and delivered to Purchaser a good faith estimate of the Net Working Capital immediately prior to the Closing (subject to the last sentence hereof, the “Estimated Net Working Capital”), which shall be certified by a duly authorized officer of the Company as the Sellers’ good faith estimate of the Net Working Capital as of immediately prior to the Closing, which statement shall quantify but in reasonable detail the estimates of each item included in such calculation, in each case calculated in accordance with the provisions of this Agreement. The Parties shall cooperate with one another in connection with the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review of the Estimated Net Working Capital (including all components thereof). Prior to the Closing Date, Purchaser shall notify Representative of any objections to the Estimated Net Working Capital (including any component thereof), and the Parties shall work in good faith to resolve such objections and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Net Working Capital. (b) Within event within ninety (90) days after following the Closing, the H▇▇▇▇▇ Parties will deliver to the Sky Solar Parties the Closing Date, Purchaser shall prepare and deliver to Representative a statement (the “Closing Statement”) calculating the Net Working Capital as Statement of immediately prior to the Closing (the “Closing Net Working Capital”) as well as . The H▇▇▇▇▇ Parties will also allow the adjustments Sky Solar Parties and any of their representatives, full access to the Purchase Price which shall be made pursuant to this Section 1.3; providedbooks and records of the Equity Conversion Project Companies, howeverthe personnel of, that a failure by Purchaser to deliver and work papers prepared by, the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3H▇▇▇▇▇ Parties or their representatives, except in each case, to the extent that Seller has been prejudiced by such failure. Sellers shall cooperate with Purchaser in its preparation of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation of the Closing Net Working Capital (including all components thereof)Capital; provided, provided that such access is will be in a manner that does not unreasonably or materially interfere with the normal business operations of Purchaser and its Affiliatesthe H▇▇▇▇▇ Parties or the Equity Conversion Project Companies. (cd) If Representative disputes The Sky Solar Parties may dispute any amounts as shown reflected on the Closing StatementStatement of Net Working Capital by notice to the H▇▇▇▇▇ Parties in writing of each disputed item, Representative shall deliver within ninety (90) days of the H▇▇▇▇▇ Parties’ delivery of the Closing Statement of Net Working Capital. In the event of such a dispute, the Sky Solar Parties and the H▇▇▇▇▇ Parties will attempt to Purchaser reconcile their differences. If the Sky Solar Parties and the H▇▇▇▇▇ Parties are unable to reach a resolution with such effect within thirty (30) days after the receipt by the H▇▇▇▇▇ Parties of the Closing Statement a Sky Solar Parties’ written notice of dispute, the Sky Solar Parties and the H▇▇▇▇▇ Parties will submit the items remaining in dispute for resolution to an internationally recognized independent accounting firm mutually selected by the Parties (the “Dispute NoticeIndependent Accounting Firm”) setting forth Representative’s calculation of Closing Net Working Capital and describing in reasonable detail the basis ), which will, within sixty (including for each component, the difference and the amount thereof and reasons therefor) for the determination of such different amount. If Representative does not deliver a Dispute Notice to Purchaser within such thirty (30) day period, the Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the provisions of this Section 1.3, including all defined terms in this Agreement. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within a period of thirty (3060) days after Representative has given such submission, determine and report to the Dispute Notice. If Purchaser and Representative resolve such differences, the Closing Statement Sky Solar Parties and the Closing Net Working Capital agreed to by Purchaser H▇▇▇▇▇ Parties upon such remaining disputed items, and Representative such report will be deemed to be final, conclusive, and binding on the Final Closing Statement Sky Solar Parties and the Final Closing Net Working CapitalH▇▇▇▇▇ Parties. If Purchaser The fees and Representative do not reach a final resolution on disbursements of the Closing Statement Independent Accounting Firm will be allocated between the Sky Solar Parties and the Closing Net Working Capital within thirty H▇▇▇▇▇ Parties in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such Party (30as finally determined by the Independent Accounting Firm) days after Representative has delivered bears to the Dispute Notice, unless Purchaser and Representative mutually total amount of such remaining disputed items so submitted. The Parties agree to continue their efforts to resolve such differencesexecute, if requested by the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.3 pursuant to Independent Accounting Firm, a reasonable engagement agreement among Purchaser, Representative, and the Neutral Accountant (which Purchaser and Representative agree to execute promptly), in the manner provided below. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all of the issues or matters relating to the adjustments under this Section 1.3, but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed Items”), solely in accordance letter that is consistent with the terms of this Agreement. Each . (e) The Closing Statement of Purchaser and Representative Net Working Capital will be entitled deemed final for the purposes of this Section 13.1 upon the earliest of (x) the failure of the Sky Solar Parties to make notify the H▇▇▇▇▇ Parties of a presentation to dispute within ninety (90) days of the Neutral Accountant at which H▇▇▇▇▇ Parties’ delivery of the other will be entitled to be present and participateClosing Statement of Net Working Capital; or (y) the resolution of all disputes, pursuant to procedures to be agreed to between PurchaserSection 13.1(d), Representative, by the Sky Solar Parties and the Neutral Accountant (orH▇▇▇▇▇ Parties, if they cannot agree on such procedures, pursuant to procedures determined or by the Neutral Accountant), regarding such Party’s determination Independent Accounting Firm. Within three (3) Business Days of the amounts to Closing Statement of Net Working Capital being deemed final, an adjustment, which will be set forth the net effect of the following adjustments, will be made: (i) In the event that the Net Working Capital reflected on the Estimated Statement of Net Working Capital exceeds the Net Working Capital reflected on the Closing Statement (and the determination of the Closing Net Working Capital therein); and Purchaser and Representative shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of, and materials provided by, Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award that is non-appealable. The fees and expenses of the Neutral Accountant shall be borne by Representative and Purchaser in proportion to the amounts by which their respective calculations of the Closing Net Working Capital differ from the Final Closing Net Working Capital as finally determined by the Neutral Accountant. Nothing in accordance with this Section 1.3(c) is 13.1, then the Sky Solar Parties shall pay an amount equal to be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the resolution of differences between Purchaser and Representative regarding the determination of the Final Closing Statement such excess (and in a pro-rated amount with respect to the Final Closing portion of such amount attributable to the Schedule V Project Companies) to H▇▇▇▇▇ Solar or HSM (as applicable) by wire transfer in immediately available funds. (ii) In the event that the Net Working Capital calculation therein); or (ii) resolve any such differences by making an adjustment to any component of the Uruguay Project Companies Schedule II Project Companies, the Schedule III project Companies, and the Schedule IV Project Companies reflected on the Closing Statement (and the Closing of Net Working Capital calculation therein) that is outside of exceeds the range defined by amounts as finally proposed by Purchaser and Representative. (d) Promptly, but no later than ten (10) Business Days after the final determination thereof, if the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds for those entities reflected on the Estimated Statement of Net Working Capital, Purchaser then H▇▇▇▇▇ Solar or HSM (as applicable) shall pay the Sky Solar Parties an amount equal to such excess amount to Representativeby wire transfer in immediately available funds; provided, for the benefit of Sellershowever, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to the Sellers extent any amount of excess of the Estimated Net Working Capital over is attributable to accounts receivable, H▇▇▇▇▇ Solar’s obligation to pay the Target Sky Solar Parties as set forth in this Section 13.1(e)(ii) shall reflect that H▇▇▇▇▇ Solar is only obligated to make a cash payment on account the excess Net Work Capital attributable to such receivable or receivables upon their collection. (iii) In the event that the Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of Sellers, the excess amount of the Final Schedule V Project Companies reflected on the Closing Statement of Net Working Capital over exceeds the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (ii) is less than of those entities reflected on the Estimated Statement of Net Working Capital, Sellers shall pay such shortfall then, subject to Purchaser. Any payments made pursuant a mechanism to this Section 1.3 be agreed and documented promptly between the Parties (the “Japanese NWC Adjustment Agreement”), the Sky Solar Parties shall be treated as an adjustment entitled to a priority distribution or right of payment from the relevant Schedule V Project Companies equal to the Purchase Price by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Section 7 are inapplicable to the adjustments to be made under this Section 1.3amount of such excess.

Net Working Capital Adjustment. (a) At least The Company will deliver to Purchaser the Company’s good-faith estimate, together with reasonable supporting detail, of the Adjustment Amount (the “Estimated Adjustment Amount”) no later than three (3) Business Days, but no more than seven (7) Business Days, Days prior to the Closing Date, Representative shall cause to be prepared and delivered to Purchaser a good faith estimate of the Net Working Capital immediately prior to the Closing (subject to the last sentence hereof, the “Estimated Net Working Capital”), which shall be certified by a duly authorized officer of the Company as the Sellers’ good faith estimate of the Net Working Capital as of immediately prior to the Closing, which statement shall quantify in reasonable detail the estimates of each item included in such calculation, in each case calculated in accordance with the provisions of this Agreement. The Parties Estimated Adjustment Amount will be based on the Company’s books and records and other information then available. Purchaser shall cooperate with one another in connection with have the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access right to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review of the Estimated Net Working Capital (including all components thereof). Prior to the Closing Date, Purchaser shall notify Representative of any objections to the Estimated Net Working Capital (including any component thereof)Adjustment Amount and object thereto, and the Parties Company, on the one hand, and Purchaser, on the other hand, shall work cooperate in good faith to resolve any such objections prior to the Closing and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed update the Estimated Net Working CapitalAdjustment Amount accordingly. In connection with Purchaser’s review of the Estimated Adjustment Amount, the Company shall provide to Purchaser such access to the Company’s books and records as Purchaser shall reasonably request. (b) Within ninety The Merger Consideration paid on the Closing Date (90the “Estimated Merger Consideration”) will be based on the Estimated Adjustment Amount. Purchaser and the Company acknowledge and agree that the exact amount of the Merger Consideration will not be known as of the Closing Date and that the Estimated Merger Consideration paid on the Closing Date is an estimate of the Merger Consideration which may need to be adjusted subsequent to the Closing Date on the basis set forth in this Agreement. Accordingly, as soon as practicable following the Closing Date, but in no event later than sixty (60) days after the Closing Date, Purchaser shall will prepare and deliver to Representative the Shareholders’ Agent (i) a statement balance sheet of the Company as of the open of business on the Closing Date (the “Closing StatementDate Balance Sheet”) calculating prepared in accordance with GAAP in accordance with the Company’s past practices, (ii) a determination of the Net Working Capital as of immediately prior to the Closing Date, (iii) the Adjustment Amount, and (iv) a statement setting forth the determination of the resulting Merger Consideration (the “Closing Net Working CapitalMerger Consideration Statement”) as well as the adjustments to the Purchase Price which shall be made pursuant to this Section 1.3; provided, however, that a failure by Purchaser to deliver the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that Seller has been prejudiced by such failure). Sellers shall cooperate with Purchaser in its preparation The components of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative Adjustment Amount will be determined in connection accordance with its review of the Closing Statement and Purchaser’s calculation of the Closing Net Working Capital (including all components thereof), provided that such access is GAAP in a manner that does not unreasonably or materially interfere accordance with the normal business operations of Purchaser and its AffiliatesCompany’s past practices. (c) If Representative disputes any amounts as shown on The Shareholders’ Agent and the Representatives of the Shareholders’ Agent will have the right to review all records, work papers and calculations related to the Closing Date Balance Sheet, Net Working Capital determination (as of the Closing Date), Adjustment Amount and the Merger Consideration Statement, Representative shall deliver to Purchaser within . The Shareholders’ Agent will have thirty (30) days after receipt delivery of the Closing Merger Consideration Statement in which to notify Purchaser in writing (such notice, a notice (the “Merger Consideration Dispute Notice”) of any discrepancy in, or disagreement with, the items reflected on the Merger Consideration Statement (and specifying the amount in dispute and setting forth Representative’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each componentsuch discrepancy or disagreement), and upon agreement by Purchaser regarding the difference and adjustment requested by the amount thereof and reasons therefor) for the determination of such different amountShareholders’ Agent, an appropriate adjustment will be made thereto. If Representative the Shareholders’ Agent does not deliver a Merger Consideration Dispute Notice to Purchaser within during such thirty (30) day period, the Closing Merger Consideration Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the provisions of this Section 1.3, including all defined terms in this Agreement. Any component not disputed accepted in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts form presented to resolve such differences within a period of thirty (30) days after Representative has given the Dispute NoticeShareholders’ Agent. If Purchaser and Representative resolve such differences, the Closing Statement and the Closing Net Working Capital agreed to by Purchaser and Representative will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. If Purchaser and Representative Shareholders’ Agent do not reach a final resolution on the Closing Statement and the Closing Net Working Capital agree (within thirty (30) days after Representative has delivered timely delivery of the Merger Consideration Dispute Notice) to resolve any discrepancy or disagreement therein, the discrepancy or disagreement will be submitted for review and final determination by the Independent Accounting Firm. The review of the Independent Accounting Firm will be limited to the discrepancies and disagreements set forth in the Merger Consideration Dispute Notice, unless Purchaser and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among Purchaser, Representative, and the Neutral Accountant (which Purchaser resolution of such discrepancies and Representative agree to execute promptly), in the manner provided below. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all of the issues or matters relating to the adjustments under this Section 1.3, but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed Items”), solely in accordance with the terms of this Agreement. Each of Purchaser and Representative will be entitled to make a presentation to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement (disagreements and the determination of the Closing Net Working Capital therein); Merger Consideration by the Independent Accounting Firm will be (i) in writing, (ii) made in accordance with GAAP in accordance with the Company’s past practices, (iii) with respect to any specific discrepancy or disagreement, no greater than the higher amount calculated by Purchaser or the Shareholders’ Agent, as the case may be, and no lower than the lower amount calculated by Purchaser or the Shareholders’ Agent as the case may be, (iv) made as promptly as practical after the submission of such discrepancies and Representative shall use commercially reasonable efforts disagreements to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement Independent Accounting Firm (and the determination of the Closing Net Working Capital therein) within twenty but in no event later than thirty (2030) days after the engagement date of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations ofsubmission), and materials provided (v) final and binding upon, and non-appealable by, Purchaser the parties to this Agreement and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award that is non-appealable. The fees and expenses of the Neutral Accountant shall be borne by Representative and Purchaser in proportion to the amounts by which their respective calculations successors and assigns for all purposes of the Closing Net Working Capital differ from the Final Closing Net Working Capital as finally determined by the Neutral Accountant. Nothing in this Section 1.3(c) is to be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except and not subject to collateral attack for the resolution of differences between Purchaser any reason absent manifest error or fraud. All expenses and Representative regarding the determination fees of the Final Closing Statement Independent Accounting Firm will be borne one-half (1/2) by Purchaser, on the one hand, and one-half (1/2) by the Final Closing Net Working Capital calculation thereinCompany Holders (in accordance with their Company Holder Percentage Interests); or (ii) resolve any such differences by making an adjustment to any component of , on the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Representativeother hand. (d) Promptly, but no later than ten (10) Business Days after If the final determination thereof, if the Final Closing Net Working Capital set forth in the Final Closing Statement: (iMerger Consideration as finally determined pursuant to Section 2.13(c) exceeds the Estimated Net Working CapitalMerger Consideration paid on the Effective Date, Purchaser shall will promptly pay such excess amount to Representative, for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to the Sellers any excess Paying Agent the Additional Merger Consideration by wire transfer of immediately available funds for distribution to the Estimated Net Working Capital over the Target Net Working Capital at ClosingCompany Holders (in accordance with each Company Holder’s Percentage Interest), then provided that, with respect to holders of cancelled Vested Company Options, Purchaser shall will promptly pay to Representativethe Surviving Corporation such Additional Merger Consideration to be distributed to the holders of cancelled Vested Company Options through the Surviving Corporation’s payroll system, for net of applicable Tax withholding. If the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (iiMerger Consideration as finally determined pursuant to Section 2.13(c) is less than the Estimated Net Working CapitalMerger Consideration paid on the Effective Date, Sellers the Shareholders’ Agent and Purchaser will promptly instruct the Escrow Agent to pay the amount of such excess to Purchaser out of the Adjustment Portion of the Escrow Fund. If the Adjustment Portion of the Escrow Fund is insufficient to cover the amount of such excess, then the Escrow Agent shall distribute the entire Adjustment Portion of the Escrow Fund to Purchaser as provided above and the Shareholders’ Agent and Purchaser will promptly instruct the Escrow Agent to pay the amount of such shortfall deficiency to Purchaser. Any payments made pursuant to this Section 1.3 Purchaser out of the Indemnity Portion of the Escrow Fund, provided that the Company Holders shall be treated as an adjustment promptly thereafter deliver to the Purchase Price by Escrow Agent the Parties. The Parties acknowledge amount that was distributed from the limitations on indemnification set forth in Section 7 are inapplicable Indemnity Portion to the adjustments to be made under this Section 1.3pay any such deficiency.

Net Working Capital Adjustment. (ai) At least three (3) Business Days, but no more than seven (7) Business Days, prior Prior to the Closing Date, Representative Anti-Pollution and D&D shall cause deliver to be prepared and delivered to Purchaser Parent a good faith worksheet setting forth an estimate of the Net Working Capital immediately prior to (which may be a positive or negative number) of Anti-Pollution and D&D as of the Closing Date (subject to the last sentence hereof, the “Estimated Net Working Capital”"ESTIMATED NET WORKING CAPITAL"), which . The worksheet shall be certified prepared by a duly authorized officer of the Company as the Sellers’ good faith estimate of the Net Working Capital as of immediately prior to the Closing, which statement shall quantify Anti-Pollution and D&D in reasonable detail the estimates of each item included in such calculation, in each case calculated in accordance consultation with the provisions of this AgreementParent. The Parties shall cooperate with one another in connection with the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review of If the Estimated Net Working Capital minus $39,450 (including all components thereof). Prior the "DEVIATION") is a positive number, the Merger Consideration shall be increased, pro-rata in cash and Parent Common Stock, in an amount equal to the Closing DateDeviation. If the Deviation is a negative number, Purchaser the Merger Consideration shall notify Representative of any objections be decreased, pro-rata in cash and Parent Common Stock, in an amount equal to the Estimated Net Working Capital Deviation. (including any component thereof), and the Parties shall work in good faith to resolve such objections and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Net Working Capital. (bii) Within ninety (90) 45 days after the Closing Date, Purchaser Parent shall cause the Surviving Corporation to prepare and deliver to Representative a statement consolidated balance sheet (the “"CLOSING DATE BALANCE SHEET") of the Company as of the Closing Statement”) calculating Date, including a computation of the actual Net Working Capital of the Company as of immediately prior to the Closing such date (the “"ACTUAL NET WORKING CAPITAL"). The Closing Net Working Capital”) as well as the adjustments to the Purchase Price which Date Balance Sheet shall be made pursuant to this Section 1.3; provided, however, that a failure by Purchaser to deliver the Closing Statement prepared in accordance with GAAP. If within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that Seller has been prejudiced by such failure. Sellers shall cooperate with Purchaser in its preparation of the Closing Statement. Upon 15 days following delivery of the Closing StatementDate Balance Sheet the Shareholder shall not object in writing thereto, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to then the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation of the Closing Actual Net Working Capital shall be computed using such Closing Date Balance Sheet. If the Shareholder shall object in writing to the computation, then the Shareholder and the Parent shall negotiate in good faith and attempt to resolve their disagreement. Should such negotiations not result in an agreement within 20 days, then the matter shall be submitted to an independent accounting firm of national reputation mutually acceptable to Shareholder and Parent (including all components thereofthe "NEUTRAL AUDITORS"), provided that such access is in a manner that does not unreasonably or materially interfere with the normal business operations of Purchaser . If Shareholder and its Affiliates. (c) If Representative disputes any amounts as shown Parent are unable to agree on the Closing StatementNeutral Auditors, Representative then Shareholder and Parent shall deliver request the American Arbitration Association to Purchaser within thirty (30) days after receipt appoint the Neutral Auditors. All fees and expenses relating to appointment of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each component, the difference Neutral Auditors and the amount thereof and reasons therefor) for work, if any, to be performed by the determination of such different amount. If Representative does not deliver a Dispute Notice to Purchaser within such thirty (30) day period, the Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser Neutral Auditors will be deemed to be the Final Closing Statement borne equally by Shareholder and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the provisions of this Section 1.3, including all defined terms in this Agreement. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If Purchaser and Representative resolve such differences, the Closing Statement and the Closing Net Working Capital agreed to by Purchaser and Representative will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. If Purchaser and Representative do not reach a final resolution on the Closing Statement and the Closing Net Working Capital within thirty (30) days after Representative has delivered the Dispute Notice, unless Purchaser and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among Purchaser, Representative, and the Neutral Accountant (which Purchaser and Representative agree to execute promptly), in the manner provided below. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20) days after receiving a draft thereofParent. The Neutral Accountant shall have full authority Auditors will deliver to arbitrate Shareholder and Parent a written determination (such determination to include a worksheet setting forth all of the issues or matters relating material calculations used in arriving at such determination and to the adjustments under this Section 1.3, but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed Items”), solely in accordance with the terms of this Agreement. Each of Purchaser and Representative will be entitled to make a presentation to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein); and Purchaser and Representative shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations ofinformation provided to the Neutral Auditors by Shareholder and Parent, or their respective affiliates) of the disputed items within 30 days of receipt of the disputed items, which determination will be final, binding and materials provided by, Purchaser and Representative (i.e., not on independent review) and conclusive on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award that is non-appealable. The fees and expenses of the Neutral Accountant shall be borne by Representative and Purchaser in proportion to the amounts by which their respective calculations of the Closing Net Working Capital differ from the Final Closing Net Working Capital as finally determined by the Neutral Accountant. Nothing in this Section 1.3(c) is to be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the resolution of differences between Purchaser and Representative regarding the determination of the Final Closing Statement (and the Final Closing Net Working Capital calculation therein); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Representativeparties. (diii) PromptlyPromptly following agreement on or delivery of the final, but no later than ten (10) Business Days after binding and conclusive Closing Date Balance Sheet setting forth the final determination thereof, if the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds the Estimated Actual Net Working Capital, Purchaser the parties shall pay such excess amount account to Representative, each other as provided for in this SECTION 3.1(D)(III). If the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to the Sellers any excess of Actual Net Working Capital less the Estimated Net Working Capital over is a positive number, the Target Shareholder shall receive a cash payment equal to such excess. If the Actual Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (ii) is less than the Estimated Net Working CapitalCapital is a negative number, Sellers the Parent shall pay receive a cash payment from the Shareholder equal to such shortfall to Purchaserdeficit. Any payments made pursuant such excess or deficit payment shall be due and payable within three (3) business days after such amount is determined according to this Section 1.3 shall be treated as an adjustment to the Purchase Price by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Section 7 are inapplicable to the adjustments to be made under this Section 1.3SECTION 3.1(D)(III).

Net Working Capital Adjustment. (a) At least The Company will deliver to Purchaser the Company’s good-faith estimate, together with reasonable supporting detail, of the Adjustment Amount (the “Estimated Adjustment Amount”) no later than three (3) Business Days, but no more than seven (7) Business Days, Days prior to the Closing Date, Representative shall cause to be prepared and delivered to Purchaser a good faith estimate of the Net Working Capital immediately prior to the Closing (subject to the last sentence hereof, the “Estimated Net Working Capital”), which shall be certified by a duly authorized officer of the Company as the Sellers’ good faith estimate of the Net Working Capital as of immediately prior to the Closing, which statement shall quantify in reasonable detail the estimates of each item included in such calculation, in each case calculated in accordance with the provisions of this Agreement. The Parties Estimated Adjustment Amount will be based on the Company’s books and records and other information then available. Purchaser shall cooperate with one another in connection with have the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access right to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review of the Estimated Net Working Capital (including all components thereof). Prior to the Closing Date, Purchaser shall notify Representative of any objections to the Estimated Net Working Capital (including any component thereof)Adjustment Amount and object thereto, and the Parties Company, on the one hand, and Purchaser, on the other hand, shall work cooperate in good faith to resolve any such objections prior to the Closing and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed update the Estimated Net Working CapitalAdjustment Amount accordingly. In connection with Purchaser’s review of the Estimated Adjustment Amount, the Company shall provide to Purchaser such access to the Company’s books and records as Purchaser shall reasonably request. (b) Within ninety The Merger Consideration paid on the Closing Date (90the “Estimated Merger Consideration”) will be based on the Estimated Adjustment Amount. Purchaser and the Company acknowledge and agree that the exact amount of the Merger Consideration will not be known as of the Closing Date and that the Estimated Merger Consideration paid on the Closing Date is an estimate of the Merger Consideration which may need to be adjusted subsequent to the Closing Date on the basis set forth in this Agreement. Accordingly, as soon as practicable following the Closing Date, but in no event later than sixty (60) days after the Closing Date, Purchaser shall will prepare and deliver to Representative the Shareholders’ Agent (i) a statement balance sheet of the Company as of the open of business on the Closing Date (the “Closing StatementDate Balance Sheet”) calculating prepared in accordance with GAAP in accordance with the Company’s past 15 Confidential Treatment Requested practices, (ii) a determination of the Net Working Capital as of immediately prior to the Closing Date, (iii) the Adjustment Amount, and (iv) a statement setting forth the determination of the resulting Merger Consideration (the “Closing Net Working CapitalMerger Consideration Statement”) as well as the adjustments to the Purchase Price which shall be made pursuant to this Section 1.3; provided, however, that a failure by Purchaser to deliver the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that Seller has been prejudiced by such failure). Sellers shall cooperate with Purchaser in its preparation The components of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative Adjustment Amount will be determined in connection accordance with its review of the Closing Statement and Purchaser’s calculation of the Closing Net Working Capital (including all components thereof), provided that such access is GAAP in a manner that does not unreasonably or materially interfere accordance with the normal business operations of Purchaser and its AffiliatesCompany’s past practices. (c) If Representative disputes any amounts as shown on The Shareholders’ Agent and the Representatives of the Shareholders’ Agent will have the right to review all records, work papers and calculations related to the Closing Date Balance Sheet, Net Working Capital determination (as of the Closing Date), Adjustment Amount and the Merger Consideration Statement, Representative shall deliver to Purchaser within . The Shareholders’ Agent will have thirty (30) days after receipt delivery of the Closing Merger Consideration Statement in which to notify Purchaser in writing (such notice, a notice (the “Merger Consideration Dispute Notice”) of any discrepancy in, or disagreement with, the items reflected on the Merger Consideration Statement (and specifying the amount in dispute and setting forth Representative’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each componentsuch discrepancy or disagreement), and upon agreement by Purchaser regarding the difference and adjustment requested by the amount thereof and reasons therefor) for the determination of such different amountShareholders’ Agent, an appropriate adjustment will be made thereto. If Representative the Shareholders’ Agent does not deliver a Merger Consideration Dispute Notice to Purchaser within during such thirty (30) day period, the Closing Merger Consideration Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the provisions of this Section 1.3, including all defined terms in this Agreement. Any component not disputed accepted in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts form presented to resolve such differences within a period of thirty (30) days after Representative has given the Dispute NoticeShareholders’ Agent. If Purchaser and Representative resolve such differences, the Closing Statement and the Closing Net Working Capital agreed to by Purchaser and Representative will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. If Purchaser and Representative Shareholders’ Agent do not reach a final resolution on the Closing Statement and the Closing Net Working Capital agree (within thirty (30) days after Representative has delivered timely delivery of the Merger Consideration Dispute Notice) to resolve any discrepancy or disagreement therein, the discrepancy or disagreement will be submitted for review and final determination by the Independent Accounting Firm. The review of the Independent Accounting Firm will be limited to the discrepancies and disagreements set forth in the Merger Consideration Dispute Notice, unless Purchaser and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among Purchaser, Representative, and the Neutral Accountant (which Purchaser resolution of such discrepancies and Representative agree to execute promptly), in the manner provided below. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all of the issues or matters relating to the adjustments under this Section 1.3, but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed Items”), solely in accordance with the terms of this Agreement. Each of Purchaser and Representative will be entitled to make a presentation to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement (disagreements and the determination of the Closing Net Working Capital therein); Merger Consideration by the Independent Accounting Firm will be (i) in writing, (ii) made in accordance with GAAP in accordance with the Company’s past practices, (iii) with respect to any specific discrepancy or disagreement, no greater than the higher amount calculated by Purchaser or the Shareholders’ Agent, as the case may be, and no lower than the lower amount calculated by Purchaser or the Shareholders’ Agent as the case may be, (iv) made as promptly as practical after the submission of such discrepancies and Representative shall use commercially reasonable efforts disagreements to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement Independent Accounting Firm (and the determination of the Closing Net Working Capital therein) within twenty but in no event later than thirty (2030) days after the engagement date of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations ofsubmission), and materials provided (v) final and binding upon, and non-appealable by, Purchaser the parties to this Agreement and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award that is non-appealable. The fees and expenses of the Neutral Accountant shall be borne by Representative and Purchaser in proportion to the amounts by which their respective calculations successors and assigns for all purposes of the Closing Net Working Capital differ from the Final Closing Net Working Capital as finally determined by the Neutral Accountant. Nothing in this Section 1.3(c) is to be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except and not subject to collateral attack for the resolution of differences between Purchaser any reason absent manifest error or fraud. All expenses and Representative regarding the determination fees of the Final Closing Statement Independent Accounting Firm will be borne one-half (1/2) by Purchaser, on the one hand, and one-half (1/2) by the Final Closing Net Working Capital calculation thereinCompany Holders (in accordance with their Company Holder Percentage Interests); or (ii) resolve any such differences by making an adjustment to any component of , on the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Representativeother hand. (d) Promptly, but no later than ten (10) Business Days after If the final determination thereof, if the Final Closing Net Working Capital set forth in the Final Closing Statement: (iMerger Consideration as finally determined pursuant to Section 2.13(c) exceeds the Estimated Net Working CapitalMerger Consideration paid on the Effective Date, Purchaser shall will promptly pay such excess amount to Representative, for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to the Sellers any excess Paying Agent the Additional Merger Consideration by wire transfer of immediately available funds for distribution to the Estimated Net Working Capital over the Target Net Working Capital at ClosingCompany Holders (in accordance with each Company Holder’s Percentage Interest), then provided that, with respect to holders of cancelled Vested Company Options, Purchaser shall will promptly pay to Representativethe Surviving Corporation such Additional Merger Consideration to be distributed to the holders of cancelled Vested Company Options through the Surviving Corporation’s payroll system, for net of applicable Tax withholding. If the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (iiMerger Consideration as finally determined pursuant to Section 2.13(c) is less than the Estimated Net Working CapitalMerger Consideration paid on the Effective Date, Sellers the Shareholders’ Agent and Purchaser will promptly instruct the Escrow Agent to pay the amount of such excess to Purchaser out of the Adjustment Portion of the Escrow Fund. If the Adjustment Portion of the Escrow Fund is insufficient to cover the amount of such excess, then the Escrow Agent shall distribute the entire Adjustment Portion of the Escrow Fund to Purchaser as provided above and the Shareholders’ Agent and Purchaser will promptly instruct the Escrow Agent to pay the amount of such shortfall deficiency to Purchaser. Any payments made pursuant to this Section 1.3 Purchaser out of the Indemnity Portion of the Escrow Fund, provided that the Company Holders shall be treated as an adjustment promptly thereafter deliver to the Purchase Price by Escrow Agent the Parties. The Parties acknowledge amount that was distributed from the limitations on indemnification set forth in Section 7 are inapplicable Indemnity Portion to the adjustments to be made under this Section 1.3pay any such deficiency.

Net Working Capital Adjustment. (a) At least three Within the earlier of (3i) Business Days120 days after the Closing Date or (ii) 45 days after the Parent provides Buyer with the financial statements required pursuant to Section 4.8(b) hereof, but no more than seven (7) Business Days, prior the Buyer will prepare and deliver to the Closing DateParent a written statement of the Current Assets, Representative shall cause to be prepared the Current Liabilities and delivered to Purchaser a good faith estimate of the Net Working Capital immediately prior Amount (the “Closing Statement”). The date on which the Closing Statement is delivered to the Closing (subject Parent is referred to the last sentence hereof, herein as the “Estimated Net Working CapitalDelivery Date”). The Closing Statement shall reflect, which shall be certified by a duly authorized officer of the Company as the Sellers’ good faith estimate of the Net Working Capital as of immediately prior to the Closing, the Current Assets and the Current Liabilities, and, subject to the exclusions included in such definitions, will be prepared (i) in accordance with GAAP and (ii) utilizing the same Accounting Practices of the Business Subsidiary as were utilized in the preparation of the Most Recent Balance Sheet as they relate to the amounts to be included in the Closing Statement (but only to the extent such Accounting Practices are in accordance with GAAP) (it being understood that GAAP Accounting Practices will be utilized in the preparation of the Closing Statement to the extent the Accounting Practices of the Business Subsidiary utilized in the preparation of the Most Recent Balance Sheet are not in accordance with GAAP or there were no corresponding Accounting Practices of the Business Subsidiary utilized in the preparation of the Most Recent Balance Sheet); provided that, for the purpose of calculating the U.S. dollars equivalent of any asset or liability to be included in the Closing Statement which statement is denominated in a currency other than U.S. dollars, the applicable exchange rate published in The Wall Street Journal, Eastern Edition, on the business day preceding the Closing Date shall quantify be used. Anything contained herein to the contrary notwithstanding, the amounts set forth on the Closing Statement will not reflect any purchase accounting adjustments as a result of the Transaction. The Closing Statement will be prepared based solely on information available three days prior to the Delivery Date with regard to conditions that exist on the Closing Date. (b) Commencing with the Delivery Date and for a period of fifteen (15) business days thereafter, the Parent shall have reasonable access to the books and records and personnel of the Business and the opportunity to consult with the Buyer for purposes of confirming or disputing the Net Working Capital Amount set forth in the Closing Statement. The Closing Statement will be deemed to be the final, binding and conclusive Closing Statement (the “Final Closing Statement”) for all purposes on the 30th day after the Delivery Date unless the Parent delivers to the Buyer a written notice of its disagreement executed by the Parent (a “Notice of Disagreement”) on or prior to such date specifying in reasonable detail the estimates nature of each item included the Parent’s objections to the Closing Statement. To be assertable in such calculationa Notice of Disagreement, in each case calculated an objection by the Parent with respect to any individual matter relating to the Closing Statement must assert that the Closing Statement was not prepared in accordance with the provisions terms of this AgreementSection 1.10(a) and the definitions of Current Assets or Current Liabilities with respect to such matter and relate to an adjustment equal to or greater than $5,000. The Parties shall cooperate Parent hereby irrevocably waives the right to assert any objection with one another in connection with the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review of the Estimated Net Working Capital (including all components thereof). Prior to the Closing Date, Purchaser shall notify Representative of any objections to the Estimated Net Working Capital (including any component thereof), and the Parties shall work in good faith to resolve such objections and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Net Working Capital. (b) Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Representative a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Closing (the “Closing Net Working Capital”) as well as the adjustments to the Purchase Price which shall be made pursuant to this Section 1.3; provided, however, that a failure by Purchaser to deliver the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that Seller has been prejudiced by such failure. Sellers shall cooperate with Purchaser in its preparation of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate respect to the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation of the Closing Net Working Capital (including all components thereof), provided that such access is not asserted in a manner that does not unreasonably or materially interfere with Notice of Disagreement delivered by the normal business operations of Purchaser and its Affiliates. (c) If Representative disputes any amounts as shown on Parent to the Closing Statement, Representative shall deliver to Purchaser Buyer within thirty (30) 30 days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each component, the difference and the amount thereof and reasons therefor) for the determination of such different amountDelivery Date. If Representative does not deliver a Dispute Notice of Disagreement is delivered by the Parent to Purchaser the Buyer within such thirty (30) -day period, then the Closing Statement (and the determination of Closing Net Working Capital thereinas adjusted, if necessary) prepared and delivered by Purchaser will be deemed to be the Final Closing Statement for all purposes on the earlier of (x) the date the Buyer and the Parent resolve in writing all differences they have with respect to the Closing Statement or (y) the date the disputed matters are resolved in writing by the Unaffiliated Firm (as defined below). In the event that disputed matters are resolved by the Unaffiliated Firm (as defined below), the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that Statement will consist of the applicable amounts from the Closing Statement (or amounts otherwise agreed to in writing by the Buyer and the determination Parent) as to items that have not been submitted for resolution to the Unaffiliated Firm, and the amounts determined by the Unaffiliated Firm as to items that were submitted for resolution by the Unaffiliated Firm. (c) During the 30 day period following the delivery of Closing Net Working Capital thereina Notice of Disagreement (the “Resolution Period”), the Buyer and the Parent will seek in good faith to resolve any differences they may have with respect to matters specified in the Notice of Disagreement. If, at the end of the Resolution Period, the Buyer and the Parent have not reached agreement on such matters, the Buyer and the Parent will promptly jointly engage a single arbitrator from an independent auditing firm of national reputation reasonably acceptable to the Buyer and the Parent (the “Unaffiliated Firm”) was not calculated to resolve the matters specified in the Notice of Disagreement that remain in dispute by arbitration in accordance with the provisions procedures set forth in this Section 1.10(c). In connection with such engagement, the Buyer and the Parent will each execute, if requested by the Unaffiliated Firm, a reasonable engagement letter including customary indemnities. Promptly after such engagement of the Unaffiliated Firm, the Buyer and the Parent will provide the Unaffiliated Firm with a copy of this Section 1.3, including all defined terms in this Agreement. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If Purchaser and Representative resolve such differences, the Closing Statement and the Closing Net Working Capital agreed Notice of Disagreement. Each of the Buyer, on the one hand, and the Parent, on the other hand, may also submit in writing to the Unaffiliated Firm one position statement accompanied by Purchaser and Representative any applicable supporting documentation it or they desire (each, a “Position Statement”) with respect to each of the matters set forth in the Notice of Disagreement submitted to the Unaffiliated Firm for resolution. Position Statements, if any, shall be delivered to the Unaffiliated Firm, with a copy to the other party (at the same time as it is provided to the Unaffiliated Firm), no later than the fifteenth (15th) day following the date the Unaffiliated Firm accepts its engagement hereunder. The Unaffiliated Firm will have the authority to request in writing such additional written submissions from the Buyer or the Parent as it deems appropriate; provided that a copy of any such submission will be provided to the other at the same time as it is provided to the Unaffiliated Firm. Neither the Buyer nor the Parent will make (or permit any of their Affiliates to make) any additional submission to the Unaffiliated Firm except pursuant to such a written request by the Unaffiliated Firm. Neither the Buyer nor the Parent will communicate (or permit any of their Affiliates to communicate) with the Unaffiliated Firm without providing the other a reasonable opportunity to participate in such communication with the Unaffiliated Firm (other than with respect to written submissions in response to the written request of the Unaffiliated Firm). The Unaffiliated Firm will have 45 days (or such longer period as may be reasonably required by the Unaffiliated Firm) to review the documents provided to it pursuant to this Section 1.10(c). Within such 45 day period (or such longer period as may be reasonably required by the Unaffiliated Firm), the Unaffiliated Firm will furnish simultaneously to the Buyer and the Parent its written determination with respect to each of the matters in dispute submitted to it for resolution. The Unaffiliated Firm will resolve the differences regarding the Closing Statement based solely on the information provided to the Unaffiliated Firm by the Buyer and the Parent pursuant to the terms of this Agreement (and not independent review). The Unaffiliated Firm’s authority will be limited to resolving disputes with respect to whether the Closing Statement was prepared in accordance with the terms of Section 1.10(a) and the definitions of Current Assets and Current Liabilities with respect to the individual items on the Closing Statement in dispute specified in the Notice of Disagreement (it being understood that the Unaffiliated Firm will have no authority to make any adjustments to any financial statements or amounts other than amounts set forth on the Closing Statement that are in dispute). In resolving any disputed item, the Unaffiliated Firm may not assign a value to such item greater than the greatest value for such item asserted by the Buyer or the Parent or less than the smallest value for such item asserted by the Buyer or the Parent. (d) The decision of the Unaffiliated Firm will be, for all purposes, conclusive, non-appealable, final and binding. Such decision will be subject to specific performance pursuant to Section 10.10, and judgment may also be entered thereon as an arbitration award pursuant to the Federal Arbitration Act, 9 U.S.C. §§ 1-16, in any court of competent jurisdiction (subject to Section 15.12). The fees of the Unaffiliated Firm will be borne by the Buyer, on the one hand, and the Parent, on the other hand, in the same proportion that the dollar amount of disputed items lost by the Buyer, on the one hand, or the Parent, on the other hand, bears to the total dollar amount in dispute resolved by the Unaffiliated Firm. Each party will bear the fees, costs and expenses of its own accountants, attorneys and other experts and all of its other expenses in connection with matters contemplated by this Section 1.10. (e) Within ten (10) business days after the Closing Statement is deemed to be the Final Closing Statement and in accordance with Section 1.10(b): (i) if the Final Closing Net Working Capital. If Purchaser and Representative do not reach a final resolution on the Closing Statement and the Closing Net Working Capital within thirty (30) days after Representative has delivered the Dispute Notice, unless Purchaser and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among Purchaser, Representative, and the Neutral Accountant (which Purchaser and Representative agree to execute promptly), in the manner provided below. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all of the issues or matters relating to the adjustments under this Section 1.3, but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed Items”), solely in accordance with the terms of this Agreement. Each of Purchaser and Representative will be entitled to make a presentation to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant (or, if they cannot agree Amount shown on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein); and Purchaser and Representative shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of, and materials provided by, Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award that is non-appealable. The fees and expenses of the Neutral Accountant shall be borne by Representative and Purchaser in proportion to the amounts by which their respective calculations of the Closing Net Working Capital differ from the Final Closing Net Working Capital as finally determined by the Neutral Accountant. Nothing in this Section 1.3(c) is to be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the resolution of differences between Purchaser and Representative regarding the determination of the Final Closing Statement (and the “Final Closing Net Working Capital calculation therein); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Representative. (d) Promptly, but no later than ten (10) Business Days after the final determination thereof, if the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds the Estimated Net Working Capital, Purchaser shall pay such excess amount to Representative, for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to the Sellers any excess of the Estimated Net Working Capital over the Target Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (iiAmount”) is less than the Estimated Minimum Target Net Working CapitalCapital Amount, Sellers then Parent will pay to Buyer in cash an amount equal to the sum of (A) the difference between the Minimum Target Net Working Capital Amount and the Final Net Working Capital Amount, plus (B) interest on such difference from the Closing Date to the date of payment (calculated based on actual days elapsed in a 365-day year) at a rate of 3% per annum; (ii) if the Final Net Working Capital Amount is greater than the Maximum Target Net Working Capital Amount, then Buyer will pay to Parent an amount equal to the sum of (A) the difference between the Maximum Target Net Working Capital Amount and the Final Net Working Capital Amount, plus (B) interest on such difference from the Closing Date to the date of payment (calculated based on actual days elapsed in a 365-day year) at a rate of 3% per annum (such sum, the “Adjustment Amount”); (iii) if the Final Net Working Capital Amount is less than or equal to the Maximum Target Net Working Capital Amount and greater than or equal to the Minimum Target Net Working Capital Amount, then no payment adjustments shall pay such shortfall to Purchaser. Any payments be made pursuant to this Section 1.3 shall 1.10. The Adjustment Amount will be treated as paid by the Buyer by wire transfer of immediately available funds to Parent for an adjustment amount in dollars equal to the Purchase Price by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Section 7 are inapplicable to the adjustments to be made under this Section 1.3Adjustment Amount.

Net Working Capital Adjustment. (a) At least three In order to ensure a sufficient Net Working Capital in the Company immediately after the Closing, the Parties agree that: (3i) Business Days, but no more than seven (7) Business Days, prior to Should the Closing Date, Representative shall cause to be prepared and delivered to Purchaser a good faith estimate amount of the Net Working Capital immediately prior to after the Closing be less than 14,672,000 Euros (subject to “the last sentence hereof, the “Estimated Net Working CapitalTarget NWC”), which the Seller shall owe the difference to the Purchaser; or (ii) Should the amount of Net Working Capital immediately after the Closing be certified by a duly authorized officer more than the Target NWC, the Purchaser shall owe the difference to the Seller. The difference between the actual Net Working Capital on July 31, 2006 and the Target NWC of 14,672,000 Euros is hereby called the “Final NWC Adjustment”. (b) For the purpose of determining the NWC Adjustment, the Purchaser shall cause the Company as the Sellers’ good faith estimate to prepare a provisional calculation of the Net Working Capital as of immediately prior to 31 July 2006 (“the ClosingProvisional NWC”), which statement shall quantify in reasonable detail the estimates of each item included in such calculation, in each case calculated in accordance with its normal accounting procedures and submit such calculation to the provisions Seller no later than 15 September 2006. This calculation shall use the same format, the same assumptions and the same list of this Agreementaccounts as those used in the preparation of Schedule 2.3 as of May 31, 2006, all as attached hereto. The Parties shall cooperate with one another in connection with NWC Adjustment that would be completed should the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review of the Estimated Net Working Capital (including all components thereof). Prior Provisional NWC be equal to the Closing Date, Purchaser shall notify Representative actual amount of any objections to the Estimated Net Working Capital (including any component thereof), and the Parties shall work in good faith to resolve such objections and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Net Working Capital. (b) Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Representative a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to after the Closing (is hereafter referred to as the “Closing Net Working CapitalProvisional NWC Adjustment”) as well as the adjustments to the Purchase Price which shall be made pursuant to this Section 1.3; provided, however, that a failure by Purchaser to deliver the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that Seller has been prejudiced by such failure. Sellers shall cooperate with Purchaser in its preparation of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation of the Closing Net Working Capital (including all components thereof), provided that such access is in a manner that does not unreasonably or materially interfere with the normal business operations of Purchaser and its Affiliates. (c) Should either Party so request by written notice to the other no later than 30 September 2006 that it disputes the calculation of the Provisional NWC Adjustment, the Parties mutually agree to implement the verification and adjustment procedure stated in (e) through (i) below. If Representative disputes during the course of such verification and adjustment procedure the Parties shall agree the Provisional NWC Adjustment (or any amounts final changes to it) then the Provisional NWC Adjustment (as shown on amended) shall be deemed to be the Closing StatementFinal NWC Adjustment. If neither Party serves written notice by 30 September under this clause, Representative the Provisional NWC Adjustment shall deliver be deemed to be agreed as the Final NWC Adjustment. (d) The Purchaser within thirty (30) days after receipt will provide the Seller and their representatives with access to all information and personnel necessary for the Seller to review all calculations as of the Closing Statement Date and the determination of the NWC Adjustment. (e) The two Chief Financial Officers, namely M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of the Purchaser and R▇▇▇▇▇ ▇▇▇▇▇ of the Seller shall discuss and agree on the Final NWC Adjustment no later than 15 October 2006. Should they not agree by that date (or such later date as the Parties shall agree), then either Party may so notify the other Party in writing and submit to the other Party a notice written statement (the “Dispute Notice”) setting forth Representative’s calculation any good faith objections that such Party may have to draft Final NWC Adjustment, together with any supporting documentation of Closing Net Working Capital and describing in reasonable detail such objections. (f) If within a further period of 15 days (or such later date as the basis (including for each componentParties shall agree), the difference and Parties cannot reach agreement, such dispute shall be submitted for resolution to Deloitte (the amount thereof and reasons therefor) for the determination of such different amount“Independent Accounting Firm”). If Representative does not deliver a Dispute Notice Deloitte notifies either of the parties that it is unwilling or unable to Purchaser within such thirty (30) day period, act as the Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the provisions of this Section 1.3, including all defined terms in this Agreement. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If Purchaser and Representative resolve such differences, the Closing Statement and the Closing Net Working Capital agreed to by Purchaser and Representative will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. If Purchaser and Representative do not reach a final resolution on the Closing Statement and the Closing Net Working Capital within thirty (30) days after Representative has delivered the Dispute Notice, unless Purchaser and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among Purchaser, Representative, and the Neutral Accountant Independent Accounting Firm for any reason (which Purchaser and Representative agree to execute promptly), in the manner provided below. Each of Purchaser and Representative determination shall be deemed to have executed such engagement agreement been made by Deloitte if it fails to do so within twenty ten (2010) days after receiving a draft thereof. The Neutral Accountant shall have full authority it has been first requested to arbitrate all so act by one of the issues or matters relating parties, it has not notified the parties that it is willing and able to act as the Independent Accounting Firm), and in the absence of any agreement between the Seller and the Purchaser as to the adjustments under identity of another Independent Accounting Firm, the Independent Accounting Firm shall be appointed among highly reputed accountancy firms by the President of the Tribunal de Commerce de Paris acting in summary proceedings (statuant comme en matière de référé) upon request of the most diligent party, with each party having the opportunity to be heard, which decision shall be final and binding on the parties and may not be challenged on appeal. (g) In resolving any disputed item, the Independent Accounting Firm (i) shall be bound by the provisions of this Section 1.3Article 2.3, but (ii) shall only decide the specific components under limit its review to matters still in dispute as specifically set forth in the Dispute Notice (and only to the “Disputed Items”), extent such matters are still in dispute following such 30-day period) and (iii) shall further limit its review solely to whether the Provisional NWC Adjustment has been prepared in accordance with the terms of this Agreement. Each of Purchaser and Representative will be entitled to make a presentation to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein); and Purchaser and Representative shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of, and materials provided by, Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award that is non-appealable. The fees and expenses of the Neutral Accountant shall be borne by Representative and Purchaser in proportion to the amounts by which their respective calculations of the Closing Net Working Capital differ from the Final Closing Net Working Capital as finally determined by the Neutral Accountant. Nothing in this Section 1.3(c) is to be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the resolution of differences between Purchaser and Representative regarding the determination of the Final Closing Statement (and the Final Closing Net Working Capital calculation therein); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and RepresentativeArticle 2. (d) Promptly, but no later than ten (10) Business Days after the final determination thereof, if the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds the Estimated Net Working Capital, Purchaser shall pay such excess amount to Representative, for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to the Sellers any excess of the Estimated Net Working Capital over the Target Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (ii) is less than the Estimated Net Working Capital, Sellers shall pay such shortfall to Purchaser. Any payments made pursuant to this Section 1.3 shall be treated as an adjustment to the Purchase Price by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Section 7 are inapplicable to the adjustments to be made under this Section 1.3.

Net Working Capital Adjustment. (a) At least three (3) Business Days, but no more than seven (7) Business Days, prior Estimated Closing Date Net Working Capital. Company shall prepare and deliver to Purchaser at the Closing Date, Representative shall cause to be prepared and delivered to Purchaser a good faith estimate of the Closing Date Net Working Capital immediately prior to the Closing (subject to the last sentence hereof, the “Estimated Closing Date Net Working Capital”), which shall be certified by a duly authorized officer of the Company as the Sellers’ good faith estimate of determined in accordance with the Net Working Capital Principles as if it were the actual Closing Date Net Working Capital, but based upon Company’s review of immediately prior financial information then available and inquiries of personnel responsible for the preparation of the financial information relating to Company in the ordinary course of business. The Estimated Closing Date Net Working Capital shall be subject to the approval of Purchaser, which cannot be unreasonably withheld. At the Closing, the amount by which statement shall quantify in reasonable detail Estimated Closing Date Net Working Capital is less than or more than Target Net Working Capital (the estimates of each item included in such calculation, in each case calculated in accordance with the provisions of this Agreement. The Parties shall cooperate with one another in connection with the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review of the “Estimated Net Working Capital (including all components thereof). Prior to Adjustment”) will be reduced or increased dollar-for-dollar from the Initial Company Purchase Price in determining the Closing Date, Purchaser shall notify Representative of any objections to the Estimated Company Consideration as set forth in Section 2.4(a) above. (b) Post-Closing Net Working Capital (including any component thereof), and the Parties shall work in good faith to resolve such objections and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Net Working CapitalStatement; Settlement. (b) Within No later than ninety (90) days after following the Closing Date, Purchaser shall Company will prepare and deliver to Representative Purchaser a statement (the “Closing Date Net Working Capital Statement”) calculating the showing, in reasonable detail, a calculation of Net Working Capital as of immediately prior to the Closing (Date. The Closing Date Net Working Capital Statement shall be prepared in accordance with the Net Working Capital Principles. The Net Working Capital as of the Closing Date, determined in accordance with this Section 2.5(b), is referred to herein as “Closing Date Net Working Capital”) as well as .” In the adjustments event Company does not deliver a Closing Date Net Working Capital Statement to the Purchase Price which shall be made pursuant to this Section 1.3; provided, however, that a failure by Purchaser to deliver the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that Seller has been prejudiced by such failure. Sellers shall cooperate with Purchaser in its preparation of days following the Closing Statement. Upon delivery of the Closing StatementDate, Purchaser shall promptly provide Representative access may prepare and deliver a Closing Date Net Working Capital Statement to all personnel, relevant documents and information to the extent they relate to the Company. (i) If Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Date Net Working Capital is greater than Estimated Closing Statement and Purchaser’s calculation of the Closing Date Net Working Capital (including all components thereofsuch excess, the “Net Working Capital Excess”), provided that such access is then promptly, but in a manner that does not unreasonably or materially interfere with the normal business operations of Purchaser and its Affiliates. (c) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Purchaser event within thirty (30) days after receipt the final determination of Closing Date Net Working Capital pursuant to Section 2.5(b)(i), Purchaser shall pay (or cause to be paid) to Company in cash by wire transfer an aggregate amount equal to the Net Working Capital Excess. (ii) If Closing Date Net Working Capital is less than Estimated Closing Date Net Working Capital (such shortfall, the “Net Working Capital Shortfall”), then Company shall pay to Purchaser in cash by wire transfer the Net Working Capital Shortfall promptly, but in any event within thirty (30) days after the final determination of Closing Date Net Working Capital pursuant to Section 2.5(b)(ii); provided, however, that Purchaser, at its option, may seek to set off such amounts against the Escrow Funds. (iii) In the event Purchaser objects to the calculation of Closing Date Net Working Capital provided by Company (or, if Purchaser delivers a Closing Date Net Working Capital Statement to Company as provided in the Section 2.5(b), in the event Purchaser, or Seller as the case may be, objects to the calculation of Closing Date Net Working Capital), the party receiving the Closing Date Net Working Capital Statement a notice (the “Dispute Receiving Party”) will give written notice (an “Objection Notice”) setting forth Representative’s calculation to the other party of any objections the Receiving Party has to the Closing Date Net Working Capital and describing in Statement within thirty (30) days after receipt. Such notice will set forth a reasonable detail the basis (including for each component, the difference and the amount thereof and reasons therefor) for the determination of such different amountobjections. If Representative the Receiving Party does not deliver a Dispute an Objection Notice to Purchaser within such thirty (30) day period, then the Closing Date Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser will shall be deemed to be conclusive, final and binding on the Final Closing Statement parties. Company and Purchaser will endeavor in good faith to resolve any objections as soon as practicable (and within thirty (30) days) after the Final Closing Net Working Capitalreceipt of the Objection Notice. Any If such objections or disputes shall be limited to assertions that have not been resolved at the end of such additional thirty (30) day period, the disputed portion of the items contained in the Closing Statement (and the determination of Closing Date Net Working Capital therein) was not calculated in accordance with Statement will be determined within the provisions of this Section 1.3, including all defined terms in this Agreement. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within a period of following thirty (30) days after Representative has given by an accounting firm that the Dispute NoticeParties shall appoint by mutual agreement (the “Arbitrator”), which shall be the exclusive means for resolution of such dispute. If Purchaser and Representative resolve such differencesEach party will provide the Arbitrator with the work papers generated in connection with its review of the Closing Date Net Working Capital Statement. Upon the mutual agreement of the parties, or the decision of the Arbitrator, the Closing Statement and the Closing Date Net Working Capital Statement, as adjusted for matters agreed to by Purchaser and Representative will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. If Purchaser and Representative do not reach a final resolution on the Closing Statement and the Closing Net Working Capital within thirty (30) days after Representative has delivered the Dispute Notice, unless Purchaser and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among Purchaser, Representative, and the Neutral Accountant (which Purchaser and Representative agree to execute promptly), in the manner provided below. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all of the issues parties or matters relating to the adjustments under this Section 1.3, but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed Items”), solely in accordance with the terms of this Agreement. Each of Purchaser and Representative will be entitled to make a presentation to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures as determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein); and Purchaser and Representative shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculationsArbitrator, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations offinal, and materials provided by, Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon on the Partiesparties. Company, absent Fraud or manifest erroron one hand, and Purchaser on the other, will be an arbitral award that is non-appealable. The bear equally the fees and expenses of the Neutral Accountant shall be borne by Representative and Purchaser in proportion to the amounts by which their respective calculations of the Closing Net Working Capital differ from the Final Closing Net Working Capital as finally determined by the Neutral Accountant. Nothing in this Section 1.3(c) is to be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or Arbitrator incurred in connection with this Agreement, except for the resolution of differences between Purchaser and Representative regarding the determination of the Final Closing Statement (and the Final Closing Net Working Capital calculation therein); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Representativedetermination. (d) Promptly, but no later than ten (10) Business Days after the final determination thereof, if the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds the Estimated Net Working Capital, Purchaser shall pay such excess amount to Representative, for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to the Sellers any excess of the Estimated Net Working Capital over the Target Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (ii) is less than the Estimated Net Working Capital, Sellers shall pay such shortfall to Purchaser. Any payments made pursuant to this Section 1.3 shall be treated as an adjustment to the Purchase Price by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Section 7 are inapplicable to the adjustments to be made under this Section 1.3.

Net Working Capital Adjustment. (a) At least three (3) Business Days, but no No more than seven five (75) Business Days, days and not less than two (2) days prior to the Closing Date, Representative the Company shall cause to be prepared and delivered to Purchaser a in good faith estimate of the Net Working Capital immediately prior to the Closing (subject to the last sentence hereof, the “Estimated Net Working Capital”), which shall be certified ) and deliver to Parent a certificate signed by a duly authorized senior officer of the Company as setting forth the Sellers’ good faith estimate of the Net Working Capital as of immediately prior to the Closing, which statement shall quantify in reasonable detail the estimates of each item included in such calculation, in each case calculated in accordance with the provisions of this Agreement. The Parties shall cooperate with one another in connection with the preparation and evaluation of such estimatecalculation thereof. The Company Parties shall promptly provide Purchaser Parent and its representatives reasonable access to all personnel, relevant documents, working papers and other information reasonably requested by Purchaser or its representatives in connection with their review supporting such calculation of the Estimated Net Working Capital (including all components thereof). Prior to the Closing Date, Purchaser shall notify Representative of any objections to the Estimated Net Working Capital (including any component thereof), and the Parties shall work in good faith to resolve such objections and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Net Working Capital. . (b) Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Representative a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Closing (the “Closing Net Working Capital”) as well as the adjustments to the Purchase Price which shall be made pursuant to this Section 1.3; provided, however, that a failure by Purchaser to deliver the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that Seller has been prejudiced by such failure. Sellers shall cooperate with Purchaser in its preparation of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation of the Closing Net Working Capital (including all components thereof), provided that such access is in a manner that does not unreasonably or materially interfere with the normal business operations of Purchaser and its Affiliates. (c) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Purchaser within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each component, the difference and the amount thereof and reasons therefor) for the determination of such different amount. If Representative does not deliver a Dispute Notice to Purchaser within such thirty (30) day period, the Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the provisions of this Section 1.3, including all defined terms in this Agreement. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If Purchaser and Representative resolve such differences, the Closing Statement and the Closing Net Working Capital agreed to by Purchaser and Representative will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. If Purchaser and Representative do not reach a final resolution on the Closing Statement and the Closing Net Working Capital within thirty (30) days after Representative has delivered the Dispute Notice, unless Purchaser and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among Purchaser, Representative, and the Neutral Accountant (which Purchaser and Representative agree to execute promptly), in the manner provided below. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all of the issues or matters relating to the adjustments under this Section 1.3, but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed Items”), solely in accordance with the terms of this Agreement. Each of Purchaser and Representative will be entitled to make a presentation to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein); and Purchaser and Representative shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of, and materials provided by, Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award that is non-appealable. The fees and expenses of the Neutral Accountant shall be borne by Representative and Purchaser in proportion to the amounts by which their respective calculations of the Closing Net Working Capital differ from the Final Closing Net Working Capital as finally determined by the Neutral Accountant. Nothing in this Section 1.3(c) is to be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the resolution of differences between Purchaser and Representative regarding the determination of the Final Closing Statement (and the Final Closing Net Working Capital calculation therein); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Representative. (d) Promptly, but no later than ten (10) Business Days after the final determination thereof, if the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds the Estimated Net Working Capital, Purchaser shall pay such excess amount as finally determined pursuant to RepresentativeSection 3.4(d), for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to the Sellers any excess of the Estimated Net Working Capital over the Target Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (ii) is less than the Estimated Net Working Capital, Sellers then the Merger Consideration shall pay be reduced dollar-for-dollar by the amount of such shortfall, which shall be paid to Parent by the Escrow Agent solely from the Adjustment Escrow Amount; provided, however, that no adjustment need be made if the shortfall is less than $100,000. If Net Working Capital, as finally determined pursuant to PurchaserSection 3.4(d), is greater than the Estimated Net Working Capital, then the Merger Consideration shall be increased dollar-for-dollar by the amount of such difference, which shall be paid by Parent to the Securityholders’ Agent to be disbursed to the Former Securityholders; provided, however, that no adjustment need be made if the difference is less than $100,000. Any cash payments made pursuant to this Section 1.3 shall be treated as an adjustment to the Purchase Price by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Section 7 are inapplicable to the adjustments to be made under as a result of this Section 1.33.4 shall be paid within five (5) Business Days of the final determination of such amounts by wire transfer of immediately available funds. (c) Within sixty (60) days after the Closing Date, Parent shall prepare or cause to be prepared a calculation of Net Working Capital and deliver to the Securityholders’ Agent the calculation of Net Working Capital and the adjustments, if any, required to be made to the Merger Consideration pursuant to Section 3.4(b). Parent shall provide the Securityholders’ Agent and its representatives access to all working papers and other information supporting such calculation of Net Working Capital. (d) The Securityholders’ Agent will have a period of forty-five (45) days following the delivery of Parent’s calculation of Net Working Capital to notify Parent of any disagreements with such calculation. In the event the Securityholders’ Agent notifies Parent of any disagreement, Parent and the Securityholders’ Agent shall attempt in good faith to resolve such disagreement. If within thirty (30) days after delivery to Parent of the notification by the Securityholders’ Agent of a disagreement, the parties are unable to resolve such disagreement, either the Securityholders’ Agent, on the one hand, or Parent, on the other hand, shall have the right to submit the determination of such matters to an independent accountant of national standing reasonably acceptable to Parent and the Securityholders’ Agent (the “Independent Auditor”), whose decision shall be binding on the parties. The cost of the Independent Auditor shall be paid by the party whose aggregate estimate of the disputed amount differs most greatly from the determination of the Independent Auditor. Notwithstanding anything herein to the contrary, the dispute resolution mechanism contained in this Section 3.4(d) shall be the exclusive mechanism for resolving disputes regarding the Net Working Capital adjustment, if any.

Net Working Capital Adjustment. (a) At least Not less than three (3) Business Days, but no more than seven (7) Business Days, Days prior to the Closing Date, Representative the Company shall cause to be prepared prepare and delivered deliver to Purchaser in writing (i) a good faith estimate of the Net Working Capital immediately prior to the Closing Merger Consideration (subject to the last sentence hereof, the “Estimated Net Working CapitalMerger Consideration”), which shall be certified by a duly authorized officer of (ii) an estimated consolidated balance sheet for the Company as the Sellers’ good faith estimate of the Net Working Capital Entities as of immediately prior to the ClosingAdjustment Calculation Date (the “Estimated Balance Sheet”), which statement (iii) the Consideration Spreadsheet, and (iv) a certificate executed by the Chief Financial Officer of the Company certifying the foregoing. The Estimated Balance Sheet shall quantify in reasonable detail be prepared, and all of the estimates components of each item included in such calculationthe Adjustment Amount (and the individual elements thereof, in each case calculated as applicable) used to calculate the Estimated Merger Consideration shall be determined, in accordance with the provisions of this Agreement. The Parties shall cooperate with one another in connection GAAP, and on a basis consistent with the preparation accounting methods, practices and evaluation of procedures used to prepare the audited financial statements for the Company’s fiscal year ended December 31, 2010 insofar as such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection practices are consistent with their review of the Estimated Net Working Capital GAAP (including all components thereofappropriate closing adjustments, as if the Closing were at a fiscal year end). Prior to . (b) As soon as practicable following the Closing Date, Purchaser shall notify Representative of any objections to the Estimated Net Working Capital (including any component thereof), and the Parties shall work but in good faith to resolve such objections and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Net Working Capital. (b) Within no event later than ninety (90) days after the Closing Date, Purchaser shall will prepare and deliver to Representative the Stockholders’ Agent (i) a statement consolidated balance sheet of the Company Entities as of the close of business on the day immediately prior to the Adjustment Calculation Date, provided that if the Adjustment Calculation Date is later than the Closing Date, then such balance sheet shall not give effect to any acts or omissions by the Surviving Corporation between the Closing Date and the Adjustment Calculation Date to the extent that any such acts or omissions were not in the ordinary course of the Company’s business consistent with past practice (the “Closing StatementAdjustment Calculation Date Balance Sheet”), (ii) calculating a determination of the Net Working Capital as of immediately prior to the Adjustment Calculation Date, the Adjustment Amount, Company Cash as of the Adjustment Calculation Date, Specified Transaction Expenses as of the Adjustment Calculation Date, and Company Debt as of the Adjustment Calculation Date, provided that if the Adjustment Calculation Date is later than the Closing (the “Closing Date, then such determination of Net Working Capital”) as well as , the adjustments Adjustment Amount, Company Cash and Company Debt shall not give effect to any acts or omissions by the Purchase Price which shall be made pursuant to this Section 1.3; provided, however, that a failure by Purchaser to deliver Surviving Corporation between the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except Date and the Adjustment Calculation Date to the extent that Seller has been prejudiced by any such failure. Sellers shall cooperate with Purchaser acts or omissions were not in its preparation the ordinary course of the Closing Statement. Upon delivery Company’s business consistent with past practice, and (iii) a statement setting forth each of the Closing items described in clause (ii) and the determination of the resulting Merger Consideration (the “Final Merger Consideration,” and such statement, the “Final Merger Consideration Statement”). The components of Net Working Capital, Purchaser shall promptly provide Representative access to all personnel, relevant documents the Adjustment Amount and information to the extent they relate to the Closing Statement Balance Sheet will be determined in accordance with GAAP, and on a basis consistent with the accounting methods, practices and procedures used to prepare the audited financial statements for the Company’s fiscal year ended December 31, 2010 insofar as such practices are consistent with GAAP (or preparation thereof) reasonably requested by Representative in connection with its review of including appropriate closing adjustments, as if the Closing Statement and Purchaser’s calculation of the Closing Net Working Capital (including all components thereofwere at a fiscal year end), provided that such access is in a manner that does not unreasonably or materially interfere with the normal business operations of Purchaser and its Affiliates. (c) The Stockholders’ Agent and its Representatives (subject to reasonable confidentiality restrictions) shall be permitted during the Review Period and thereafter until Final Merger Consideration is finally determined pursuant to this Section 2.13(c) reasonable access, upon reasonable notice, to the records, work papers and calculations used by Purchaser in the preparation of the Adjustment Calculation Date Balance Sheet and the Final Merger Consideration Statement and in calculating the Final Merger Consideration. The Stockholders’ Agent will have thirty (30) days after delivery of the Adjustment Calculation Date Balance Sheet and Final Merger Consideration Statement (the “Review Period”) in which to notify Purchaser in writing (such notice, a “Merger Consideration Dispute Notice”) of any discrepancy in, or disagreement with, the calculation of the Final Merger Consideration (and specifying the amount in dispute and setting forth in reasonable detail the basis for such discrepancy or disagreement), and upon agreement by Purchaser regarding the adjustment requested by the Stockholders’ Agent, an appropriate adjustment will be made thereto. If Representative disputes any amounts as shown on the Closing Statement, Representative shall Stockholders’ Agent does not deliver a Merger Consideration Dispute Notice to Purchaser during the Review Period, the Adjustment Calculation Date Balance Sheet and Final Merger Consideration Statement will be deemed to be accepted in the form presented to the Stockholders’ Agent. If a Merger Consideration Dispute Notice is delivered by the Stockholders’ Agent during the Review Period, Purchaser and the Stockholders’ Agent shall negotiate in good faith to resolve any discrepancy or disagreement, and any resolution agreed to in writing by Purchaser and the Stockholders’ Agent shall be final and binding upon the parties. If Purchaser and the Stockholders’ Agent are unable to resolve any discrepancy or disagreement within thirty (30) days after receipt following the delivery of the Closing Statement a notice (the “Merger Consideration Dispute Notice”) setting , then the discrepancy or disagreement will be submitted for review and final determination by the Independent Accounting Firm. The review of the Independent Accounting Firm will be limited to the discrepancies and disagreements set forth Representative’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each componentMerger Consideration Dispute Notice, the difference and the amount thereof and reasons therefor) for the determination resolution of such different amount. If Representative does not deliver a Dispute Notice to Purchaser within such thirty (30) day period, the Closing Statement (discrepancies and disagreements and the determination of Closing Net Working Capital therein) prepared and delivered the Merger Consideration by Purchaser the Independent Accounting Firm will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital thereini) was not calculated in writing, (ii) made in accordance with GAAP, and on a basis consistent with the provisions accounting methods, practices and procedures used to prepare the audited financial statements for the Company’s fiscal year ended December 31, 2010 insofar as such practices are consistent with GAAP (including appropriate closing adjustments, as if the Closing were at a fiscal year end), (iii) with respect to any specific discrepancy or disagreement, no greater than the higher amount calculated by Purchaser or the Stockholders’ Agent, as the case may be, and no lower than the lower amount calculated by Purchaser or the Stockholders’ Agent as the case may be, (iv) made as promptly as practical after the submission of this Section 1.3, including all defined terms such discrepancies and disagreements to the Independent Accounting Firm (but in this Agreement. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within a period of no event later than thirty (30) days after Representative has given the Dispute Notice. If Purchaser date of submission), and Representative resolve such differences(v) final and binding upon, and non-appealable by, the Closing Statement parties to this Agreement and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. All expenses and fees of the Closing Net Working Capital agreed to Independent Accounting Firm shall be borne by Purchaser and Representative will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. If Purchaser and Representative do not reach a final resolution Purchaser, on the Closing Statement and the Closing Net Working Capital within thirty (30) days after Representative has delivered the Dispute Notice, unless Purchaser and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among Purchaser, Representativeone hand, and the Neutral Accountant Company Holders (which Purchaser and Representative agree paid by the Stockholders’ Agent solely on behalf of the Company Holders from the Stockholders’ Agent Expense Portion to execute promptlythe extent available), on the other hand, in proportion to the manner provided belowrelative amount Purchaser’s and/or the Stockholders’ Agent’s respective determination has been modified. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement For example, if it fails to do so within twenty (20) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all the Stockholders’ Agent challenges the calculation of the issues or matters relating to the adjustments under this Section 1.3Final Merger Consideration by an amount of $100,000, but the Independent Accounting Firm determines that the Stockholders’ Agent has a valid claim for only $40,000, Purchaser shall only decide the specific components under dispute in the Dispute Notice bear forty percent (the “Disputed Items”), solely in accordance with the terms of this Agreement. Each of Purchaser and Representative will be entitled to make a presentation to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination 40%) of the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein); and Purchaser and Representative shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of, and materials provided by, Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award that is non-appealable. The fees and expenses of the Neutral Accountant shall be borne Independent Accounting Firm and the Company Holders (paid by Representative and Purchaser in proportion the Stockholders’ Agent solely on behalf of the Company Holders from the Stockholders’ Agent Expense Portion to the amounts by which their respective calculations extent available) shall bear the other sixty (60%) of the Closing Net Working Capital differ from the Final Closing Net Working Capital as finally determined by the Neutral Accountant. Nothing in this Section 1.3(c) is to be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the resolution of differences between Purchaser such fees and Representative regarding the determination of the Final Closing Statement (and the Final Closing Net Working Capital calculation therein); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Representativeexpenses. (d) Promptly, but no later than ten (10) Business Days after the final determination thereof, if If the Final Closing Net Working Capital set forth in the Final Closing Statement: (iMerger Consideration as finally determined pursuant to Section 2.13(c) exceeds the Estimated Net Working CapitalMerger Consideration paid on the Effective Date, Purchaser will promptly pay to the Payment Agent the amount by which the Final Merger Consideration exceeds the Estimated Merger Consideration for distribution to the Company Holders (in accordance with each Company Holder’s respective Company Holder Percentage Interest). If the Estimated Merger Consideration exceeds the Final Merger Consideration, the Stockholders’ Agent will promptly instruct the Escrow Agent to pay to Purchaser the amount by which the Estimated Merger Consideration exceeds the Final Merger Consideration out of the Adjustment Portion of the Escrow Fund. To the extent that the Adjustment Portion of the Escrow Fund shall be insufficient to pay such amount payable to Purchaser, Purchaser shall pay first be required to recover such excess shortfall from the Indemnity Portion of the Escrow Fund before pursuing any remedy directly against the Company Holders for such shortfall. Each Company Holder’s liability for any such shortfall that is not recoverable from the Adjustment Portion or the Indemnity Portion of the Escrow Fund shall be limited to such Company Holder’s Company Holder Percentage Interest of such shortfall and shall be several, and not joint with any other Company Holder, and shall not exceed the total amount to Representative, for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not Merger Consideration paid to such Company Holder under this Agreement (including any amounts withheld and deposited into the Sellers Escrow Fund on such Company Holder’s behalf). After the above payments have been paid, any excess remaining amounts in the Adjustment Portion of the Estimated Net Working Capital over the Target Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (ii) is less than the Estimated Net Working Capital, Sellers shall pay such shortfall to Purchaser. Any payments made pursuant to this Section 1.3 Escrow Fund shall be treated as an adjustment released to the Purchase Price by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Section 7 are inapplicable Payment Agent for distribution to the adjustments to be made under this Section 1.3Company Holders in accordance with each Company Holder’s respective Company Holder Percentage Interest.

Net Working Capital Adjustment. (a) At least three (3) Business Daysbusiness days, but no not more than seven five (75) Business Daysbusiness days, prior to the Closing Date, Representative Seller shall cause to be prepared and delivered to Purchaser a in good faith prepare (from the books and records kept by Seller) and deliver to Buyer, for Buyer’s review, a schedule which shall set forth an estimate of the Seller’s Net Working Capital as of the close of business on the day immediately prior to preceding the Closing Date (subject to the last sentence hereof, the “Estimated Net Working CapitalCapital Amount”), which shall be certified by a duly authorized officer of the Company as the Sellers’ good faith estimate of the Net Working Capital as of immediately prior to the Closing, which statement shall quantify in reasonable detail the estimates of each item included in such calculation, in each case calculated in accordance with the provisions of this Agreement. The Parties shall cooperate with one another in connection with the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested amount by Purchaser or its representatives in connection with their review of which the Estimated Net Working Capital (including all components thereof). Prior to Amount exceeds the Closing DateTarget Net Working Capital shall be the “Estimated Excess Amount,” or, Purchaser shall notify Representative of any objections to alternatively, the amount by which the Target Net Working Capital exceeds the Estimated Net Working Capital (including any component thereof), and the Parties shall work in good faith to resolve such objections and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate Amount shall be deemed the “Estimated Net Working Capital. Shortfall Amount.” (b) Within ninety (90) days after the Closing DateAs soon as practicable, Purchaser shall prepare and deliver to Representative a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Closing (the “Closing Net Working Capital”) as well as the adjustments to the Purchase Price which shall be made pursuant to this Section 1.3; provided, however, that a failure by Purchaser to deliver the Closing Statement within such ninety (90) day period will but in any event not impair Purchaser’s rights under this Section 1.3, except to the extent that Seller has been prejudiced by such failure. Sellers shall cooperate with Purchaser in its preparation of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation of the Closing Net Working Capital (including all components thereof), provided that such access is in a manner that does not unreasonably or materially interfere with the normal business operations of Purchaser and its Affiliates. (c) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Purchaser within later than thirty (30) days after receipt of the Closing Statement a notice Date (the “Dispute NoticeReview Period”), Seller shall in good faith determine the actual amount of Seller’s Net Working Capital as of the close of business on the day immediately preceding the Closing Date (the “Final Net Working Capital Amount”), and provide a statement of such amount to Buyer (the “Preliminary Closing Statement”). During the Review Period, upon receipt of reasonable advance written notice from Seller, Buyer shall permit Seller and its representatives to have reasonable access during normal business hours to the books, records, and other documents (including work papers, schedules, financial statements, memoranda, etc.) of the Business and shall cooperate with Seller in seeking to obtain work papers pertaining to or used in connection with the preparation of the Preliminary Closing Statement and provide Seller and its representatives with copies thereof (as reasonably requested by Seller) and (ii) provide Seller and its representatives full access to Buyer’s employees and accountants as reasonably requested by Seller to respond to written or oral inquiries of Seller or its representatives with respect to the Business. (c) Within fifteen (15) days after the date of Seller’s delivery of the Preliminary Closing Statement to Buyer, Buyer may deliver a written statement (the “Buyer’s Statement”) to Seller (i) setting forth RepresentativeBuyer’s proposed changes to the Preliminary Closing Statement, if any, and (ii) specifying in reasonable detail Buyer’s basis for any disagreement with Buyer’s preparation and determination of the Preliminary Closing Statement, including Seller’s calculation of Closing the Final Net Working Capital Amount. The failure by Buyer to so express disagreement and describing in reasonable detail the basis (including for each component, the difference and the amount thereof and reasons therefor) for the determination of deliver such different amount. If Representative does not deliver a Dispute Notice to Purchaser Buyer’s Statement within such thirty fifteen (30) day period, 15)-day period will constitute acceptance by Buyer of the Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser will be deemed to be the Final Preliminary Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with Amount set forth thereon as conclusive and binding statements for purposes of the provisions of adjustments contemplated by this Section 1.31.8. (d) If Buyer timely delivers a Buyer’s Statement, including all defined terms Buyer and Seller will attempt, in this Agreementgood faith, to resolve any disagreement between them with respect to the Final Net Working Capital Amount. Any component not disputed If Buyer and Seller are unable to resolve such dispute within fifteen (15) days after the delivery of the Buyer’s Statement, the items in dispute will be referred (with either Buyer, on the Dispute Notice shall be treated one hand, and Seller, on the other hand, having the right to make such referral) for determination (the “Referral”) to the Independent Accounting Firm as final promptly as practicable. Buyer, on the one hand, and binding. Purchaser Seller, on the other hand, will each submit (within ten (10) days of the Referral) a written statement to the Independent Accounting Firm describing, in reasonable detail, their respective positions concerning the preparation of the Preliminary Closing Statement and Representative shall the Final Net Working Capital Amount set forth thereon. (e) Buyer and Seller will use their commercially reasonable efforts to resolve such differences within a period of cause the Independent Accounting Firm to render its decision no later than thirty (30) days after Representative has given the Dispute Noticedate of the Referral. If Purchaser and Representative resolve such differencesIn resolving any disputed item, the Closing Statement and Independent Accounting Firm may not assign a value to any item greater than the Closing Net Working Capital agreed to greatest value for such item claimed by Purchaser and Representative Buyer or Seller or less than the smallest value for such item claimed by Buyer or Seller. The Independent Accounting Firm will be deemed instructed to make a determination as to each of the items in dispute (but only those items in dispute), which determination will be (i) in writing, (ii) furnished to Buyer and Seller as promptly as practicable after the Final Closing Statement and the Final Closing Net Working Capital. If Purchaser and Representative do not reach a final resolution on the Closing Statement and the Closing Net Working Capital within thirty (30) days after Representative has delivered the Dispute Notice, unless Purchaser and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect items in dispute have been referred to the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among PurchaserIndependent Accounting Firm, Representative, and the Neutral Accountant (which Purchaser and Representative agree to execute promptly), in the manner provided below. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20iii) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all of the issues or matters relating to the adjustments under this Section 1.3, but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed Items”), solely made in accordance with the terms of this Agreement. Each of Purchaser and Representative will be entitled to make a presentation to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein); and Purchaser and Representative shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital thereiniv) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of, and materials provided by, Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon each of the Parties, absent Fraud or manifest errorparties hereto and not subject to review by any court, and will be an arbitral award each party hereto agrees not to commence any Proceeding in any court or other forum challenging such determination; provided, however that is non-appealableeach party shall have the right to commence a Proceeding in a court of competent jurisdiction to enforce any such determination. The fees and expenses of the Neutral Accountant shall Independent Accounting Firm will be borne paid by Representative Buyer, on the one hand, and Purchaser Seller, on the other hand, in proportion to the amounts by which their respective calculations extent such party did not prevail on items in dispute on the Preliminary Closing Statement. The final version of the Preliminary Closing Statement which reflects the Final Net Working Capital differ from Amount, as agreed to by Buyer and Seller or as calculated by the Independent Accounting Firm pursuant to this Section 1.8(e) as the case may be, shall be the “Final Closing Statement” and shall be conclusive for all purposes of this Agreement. (f) In the event that the Final Closing Net Working Capital as finally determined by the Neutral Accountant. Nothing in this Section 1.3(c) is to be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the resolution of differences between Purchaser and Representative regarding the determination of the Final Closing Statement (and the Final Closing Net Working Capital calculation therein); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Representative. (d) Promptly, but no later than ten (10) Business Days after the final determination thereof, if the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds the Estimated Net Working Capital, Purchaser shall pay such excess amount to Representative, for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to the Sellers any excess of the Estimated Net Working Capital over the Target Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (ii) Amount is less than the Estimated Net Working CapitalCapital Amount (the shortfall being the “Final Net Working Capital Shortfall Amount”), Sellers shall pay such shortfall the Cash Consideration payable to Purchaser. Any payments made pursuant to this Section 1.3 Seller shall be treated as reduced by an adjustment amount equal to the Purchase Price Final Net Working Capital Shortfall Amount, which amount shall be paid by Seller, within two (2) business days of the Parties. The Parties acknowledge determination of the Final Net Working Capital Amount to Buyer in cash in immediately available funds. (g) In the event that the limitations on indemnification set forth in Section 7 are inapplicable Final Net Working Capital Amount is greater than the Estimated Net Working Capital Amount (the excess being the “Final Net Working Capital Excess Amount”), the Cash Consideration payable to Seller shall be increased by an amount equal to the Final Net Working Capital Excess Amount, which amount shall be paid by Buyer to Seller in cash in immediately available funds within two (2) business days of the determination of the Final Net Working Capital Amount. (h) The adjustments contemplated above in Sections 1.8(f) and 1.8(g), if any, shall be netted and off-set against one another such that there shall occur one single payment from Buyer to be made under this Section 1.3Seller or from Seller to Buyer, as applicable.

Net Working Capital Adjustment. (a) At least three (3) Business Days, but no more than seven (7) Business Days, business days prior to the Closing DateClosing, Representative shall cause the Company shall, in good faith and in consultation with Parent, prepare and deliver to be prepared and delivered to Purchaser Parent a good faith estimate of the Actual Net Working Capital immediately prior to (the Closing (subject to the last sentence hereof, the “"Estimated Net Working Capital”"), together with an estimated balance sheet of the Company, on a consolidated basis, as of the Closing (the "Estimated Closing Balance Sheet"), prepared in accordance with GAAP, with GAAP to be applied consistently in the manner in which GAAP was applied in the preparation of the Balance Sheet. The Estimated Closing Balance Sheet shall be certified by a duly authorized officer prepared as if the Closing Date was the last day of the Company's fiscal year. The Estimated Net Working Capital shall be calculated based on the Estimated Closing Balance Sheet. In the event that Parent disagrees with the Company's calculation of the Estimated Net Working Capital, then prior to the Closing, Parent shall deliver to the Company as the Sellers’ its good faith estimate of the Actual Net Working Capital as of immediately prior to (the Closing, which statement shall quantify in reasonable detail "Parent Estimate"). Until the estimates of each item included in such calculation, in each case calculated Actual Net Working Capital is finally determined in accordance with this Section 2.6, the provisions of this Agreement. The Parties Per Share Merger Consideration shall cooperate with one another in connection with the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review of be determined using the Estimated Net Working Capital (including all components thereof). Prior to instead of the Closing Date, Purchaser shall notify Representative of any objections to the Estimated Net Working Capital (including any component thereof), and the Parties shall work in good faith to resolve such objections and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Actual Net Working Capital. . (b) Within ninety (90) days after the Closing DateClosing, Purchaser shall prepare Parent shall, in good faith, cause to be prepared and deliver delivered to Representative the Stockholders' Agent (i) a statement (balance sheet of the “Closing Statement”) calculating the Net Working Capital Company and its consolidated subsidiaries as of immediately prior to the Closing (the “"Closing Date Balance Sheet") and (ii) a reasonably detailed calculation (the "Parent Net Working Capital Calculation") of the Actual Net Working Capital”) as well as the adjustments to the Purchase Price which . The Closing Date Balance Sheet shall be made pursuant prepared in accordance with this Agreement and GAAP, with GAAP to this Section 1.3; provided, however, that a failure by Purchaser to deliver be applied consistently in the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to manner in which GAAP was applied in the extent that Seller has been prejudiced by such failure. Sellers shall cooperate with Purchaser in its preparation of the Balance Sheet. The Closing StatementDate Balance Sheet shall be prepared as if the Closing Date was the last day of the Company's fiscal year. Upon Each party acknowledges and agrees that the purpose of the Parent Net Working Capital Calculation is to finalize the calculation of Net Working Capital based on a closing of the Company's books as of the Closing. Following the delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents Date Balance Sheet and information Parent Net Working Capital Calculation to the extent they relate Stockholders' Agent, Parent shall, and Parent shall cause the Surviving Corporation to, afford the Stockholders' Agent and its Representatives the opportunity to examine the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation of the Closing Date Balance Sheet, the Parent Net Working Capital (including all components thereof), provided that Calculation and such access is in a manner that does not unreasonably or materially interfere underlying records and work papers as are reasonably necessary and appropriate. Parent shall cooperate reasonably promptly with the normal business operations of Purchaser Stockholders' Agent and its AffiliatesRepresentatives in such examination. (c) If Representative disputes The Stockholders' Agent may, on behalf of the Merger Stockholders, dispute any amounts as shown reflected in the Parent Net Working Capital Calculation but only on the Closing Statementbasis that such amounts were not calculated in accordance with this Agreement or that such calculations are mathematically inaccurate; provided, Representative that the Stockholders' Agent shall deliver to Purchaser notify Parent in writing of each disputed amount and shall specify the amount thereof in dispute (in the aggregate, the "Disputed Amounts"), within thirty (30) days after receipt of Parent's delivery of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of Closing Parent Net Working Capital and describing in reasonable detail the basis (including for each component, the difference and the amount thereof and reasons therefor) for the determination of such different amountCalculation. If Representative the Stockholders' Agent does not deliver a Dispute Notice to Purchaser dispute any amounts reflected in the Parent Net Working Capital Calculation within such thirty (30) day period, the Closing Statement (and the determination of Closing Parent Net Working Capital therein) prepared and delivered by Purchaser will Calculation shall be deemed to be and shall be final, binding and conclusive on the Final Closing Statement parties hereto. (d) In the event of such a dispute, Parent and the Final Closing Stockholders' Agent shall attempt in good faith to reconcile their differences and any resolution by them as to any Disputed Amounts shall be in writing and shall be final, binding and conclusive on the parties, and shall be used to determine the Actual Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (If Parent and the determination of Closing Net Working Capital therein) was not calculated in accordance Stockholders' Agent are unable to reach a resolution with the provisions of this Section 1.3, including respect to all defined terms in this Agreement. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences Disputed Amounts within a period of thirty (30) days after Representative has given of the Dispute Notice. If Purchaser and Representative resolve such differencesStockholders' Agent's written notice of dispute to Parent, the Closing Statement Parent and the Closing Net Working Capital agreed Stockholders' Agent shall submit the remaining Disputed Amounts for resolution to by Purchaser the Independent Accounting Firm which shall be requested to determine and Representative will be deemed report to be the Final Closing Statement and the Final Closing Net Working Capital. If Purchaser and Representative do not reach a final resolution on the Closing Statement and the Closing Net Working Capital parties upon such remaining Disputed Amounts within thirty (30) days after Representative has delivered submission, and such report shall be final, binding and conclusive on the Dispute Noticeparties hereto, unless Purchaser and Representative mutually agree to continue their efforts to resolve such differences, shall determine the Neutral Accountant shall resolve such differences Actual Net Working Capital. The Independent Accounting Firm will have exclusive jurisdiction over the parties hereto against one another or any other Person with respect to disputes over the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among Purchaser, Representative, and the Neutral Accountant (which Purchaser and Representative agree to execute promptly), in the manner provided belowcalculation of Actual Net Working Capital. Each of Purchaser party will furnish to the Independent Accounting Firm such work papers and Representative shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all of the issues or matters other documents and information relating to the adjustments under this Section 1.3, but shall only decide disputed issues as the specific components under dispute in the Dispute Notice Independent Accounting Firm may request and are reasonably available to that party or its Subsidiaries (the “Disputed Items”), solely in accordance with the terms of this Agreement. Each of Purchaser or its independent public accountants) and Representative will be entitled afforded the opportunity to make a presentation present to the Neutral Accountant at which Independent Accounting Firm (to the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined extent permitted by the Neutral Accountant), regarding such Party’s determination of the amounts Independent Accounting Firm) any material relating to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein); matters in dispute and Purchaser and Representative shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the discuss such determination of the Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of, and materials provided by, Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award that is non-appealableIndependent Accounting Firm. The fees and expenses of the Neutral Accountant Independent Accounting Firm shall be borne by Representative allocated between Parent and Purchaser in proportion the Merger Stockholders (such allocation to the amounts by which their respective calculations of the Closing Net Working Capital differ from the Final Closing Net Working Capital as be finally determined by the Neutral Accountant. Nothing Independent Accounting Firm) in this Section 1.3(c) such a way that Parent shall be responsible for that portion of the fees and expenses equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the Disputed Amounts submitted to the Independent Accounting Firm that are resolved against Parent, and the denominator of which is the Disputed Amounts so submitted, and the Stockholders' Agent shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except responsible for the resolution remainder of differences between Purchaser such fees and Representative regarding the determination of the Final Closing Statement (and the Final Closing Net Working Capital calculation therein); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Representativeexpenses. (de) Promptly, but no later than ten (10) Business Days after If the final determination thereof, if the Final Closing Actual Net Working Capital set forth in the Final Closing Statement: (i) Capital, as finally determined pursuant to this Section 2.6, exceeds the Estimated Net Working Capital, Purchaser the Merger Consideration shall pay be increased by an amount equal to such excess amount to Representative, for (such excess being the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to "Post-Closing Increase Amount"). If the Sellers any excess of the Estimated Actual Net Working Capital over the Target Net Working Capital at ClosingCapital, then Purchaser shall pay as finally determined pursuant to Representativethis Section 2.6, for the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (ii) is less than the Estimated Net Working Capital, Sellers the Merger Consideration shall pay be decreased by an amount equal to such shortfall to Purchaser. Any payments made pursuant to this Section 1.3 shall be treated as an adjustment to (such shortfall being the Purchase Price by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Section 7 are inapplicable to the adjustments to be made under this Section 1.3."Post-Closing Decrease Amount"

Net Working Capital Adjustment. (a) At least three (3) Business Days, but no more than seven (7) Business Days, prior to the Closing Date, Representative shall cause to be prepared and delivered to Purchaser a good faith estimate of the Net Working Capital immediately prior to the Closing (subject to the last sentence hereof, the “Estimated Net Working Capital”), which shall be certified by a duly authorized officer of the Company as the Sellers’ good faith estimate of the Net Working Capital as of immediately prior to the Closing, which statement shall quantify in reasonable detail the estimates of each item included in such calculation, in each case calculated in accordance with the provisions of this Agreement. The Parties shall cooperate with one another in connection with the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review of the Estimated Net Working Capital (including all components thereof). Prior to the Closing Date, Purchaser shall notify Representative of any objections to the Estimated Net Working Capital (including any component thereof), and the Parties shall work in good faith to resolve such objections and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Net Working Capital. (b) Within ninety (90) 60 days after the Closing Date, Purchaser Buyer will prepare (i) a balance sheet as of the Closing Date, (the "Closing Date Balance Sheet"), which Closing Date Balance Sheet shall prepare be prepared in accordance with GAAP on a consistent basis with the Year-End Financials, and deliver to Representative (ii) a statement of Net Working Capital as of the Closing Date (the “"Closing Date Net Working Capital Statement”", and together with the Closing Date Balance Sheet, the "Closing Statements"), which Closing Date Net Working Capital Statement shall be derived from the Closing Date Balance Sheet. Seller will assist and cooperate with Buyer in the preparation of the Closing Statements, including by providing Buyer with reasonable access to any relevant personnel, books and records related to the Transferred Assets, the Transferred IPR and the Assumed Liabilities and historical financial data that are in Seller's possession. A spreadsheet illustrating the Closing Date Balance Sheet and the Closing Date Net Working Capital Statement (assuming in each case that the Closing Date had occurred on December 31, 2005) calculating is attached as Exhibit D hereto for illustrative purposes. (b) Following the delivery by Buyer to Seller of the Closing Statements, Seller shall have a period of 30 days in which to review the Closing Statements. Seller and its accountants shall be provided with reasonable access to the Transferred Assets and the Transferred IPR, the work papers of Buyer and its accountants and to the books and records relating to the Transferred Assets, the Transferred IPR and the Assumed Liabilities in connection with such review. In the event that Seller determines that the Closing Statements have not been prepared on a basis consistent with the requirements of Section 2.4(a), Seller shall, on or before the last day of such 30‑day period, inform Buyer in writing of such determination (the "Objection"), setting forth in reasonable detail a specific description of the basis of the Objection, the adjustments to the Closing Statements which Seller believes should be made, and Seller shall be deemed to have accepted any items not specifically disputed in the Objection. Failure to so notify Buyer shall constitute acceptance and approval of Buyer's preparation of the Closing Statements. (c) Buyer shall then have 30 days following the date it receives the Objection to review and respond to the Objection, during which period Buyer and Seller shall negotiate in good faith to resolve the Objection. If Buyer and Seller are unable to resolve all of their disagreements with respect to the determination of the foregoing items by the 30th day following the date on which Buyer receives the Objection, after having used their good faith efforts to reach a resolution, they shall refer their remaining differences to KPMG LLP (or, if KPMG refuses to act in such capacity, such other nationally recognized accounting firm as the Parties shall reasonably agree) (the "CPA Firm"), who shall, acting as experts in accounting and not as arbitrators, determine on a basis consistent with the requirements of Section 2.4(a), whether and to what extent, if any, the Closing Statements require adjustment. Buyer and Seller shall request the CPA Firm to use all reasonable efforts to render its determination within 45 days following submission of such matters to the CPA Firm. The CPA Firm's determination shall be final, conclusive and binding upon Buyer and Seller, and nonappealable to any Person, court or forum absent manifest error or manifest bias. Buyer and Seller shall promptly make reasonably available to the CPA Firm access to the Transferred Assets, all relevant books and records, any work papers (including those of the Parties' respective accountants, to the extent applicable) and supporting documentation relating to the Closing Statements and all other items reasonably requested by the CPA Firm. The "Final Balance Sheet" and the "Final Net Working Capital Statement" shall mean, respectively, the Closing Date Balance Sheet and the Closing Date Net Working Capital Statement, as the case may be, (i) as submitted by Buyer pursuant to Section 2.4(a), in the event that (1) no Objection is delivered to Buyer during the initial 30‑day period specified above or (2) Buyer and Seller so agree, (ii) as adjusted in accordance with the Objection, in the event that (A) Buyer does not respond to the Objection during the 30‑day period specified above following receipt by Buyer of the Objection or (B) Buyer and Seller so agree, (iii) as adjusted in accordance with the agreement of Buyer and Seller, if the Parties so agree during the 30‑day period following receipt by Buyer of the Objection, or (iv) as adjusted by the CPA Firm, if it has been submitted to the CPA Firm for review, together with any other modifications to the Closing Statements agreed upon by the Parties. All fees and expenses of the CPA Firm shall be shared equally by Buyer and Seller. (d) If the Net Working Capital Target is greater than the Net Working Capital as reflected on the Final Net Working Capital Statement (the amount of immediately prior such excess, the "Downward Adjustment Amount"), then Seller shall pay within ten (10) days to Buyer cash equal to the Closing amount of the Downward Adjustment Amount. If the Net Working Capital as reflected on the Final Net Working Capital Statement is greater than the Net Working Capital Target (the “Closing Net Working Capital”amount of such excess, the "Upward Adjustment Amount"), then Buyer shall pay within ten (10) as well as the adjustments days to Seller cash equal to the Purchase Price which shall be made amount of the Upward Adjustment Amount. Any payment pursuant to this Section 1.3; provided, however, that a failure by Purchaser to deliver the Closing Statement within such ninety (902.4(d) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that Seller has been prejudiced by such failure. Sellers shall cooperate with Purchaser in its preparation of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation of the Closing Net Working Capital (including all components thereof), provided that such access is in a manner that does not unreasonably or materially interfere with the normal business operations of Purchaser and its Affiliates. (c) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Purchaser within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each component, the difference and the amount thereof and reasons therefor) for the determination of such different amount. If Representative does not deliver a Dispute Notice to Purchaser within such thirty (30) day period, the Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the provisions of this Section 1.3, including all defined terms in this Agreement. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If Purchaser and Representative resolve such differences, the Closing Statement and the Closing Net Working Capital agreed to by Purchaser and Representative will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. If Purchaser and Representative do not reach a final resolution on the Closing Statement and the Closing Net Working Capital within thirty (30) days after Representative has delivered the Dispute Notice, unless Purchaser and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among Purchaser, Representative, and the Neutral Accountant (which Purchaser and Representative agree to execute promptly), in the manner provided below. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all of the issues or matters relating to the adjustments under this Section 1.3, but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed Items”), solely in accordance with the terms of this Agreement. Each of Purchaser and Representative will be entitled to make a presentation to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein); and Purchaser and Representative shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of, and materials provided by, Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award that is non-appealable. The fees and expenses of the Neutral Accountant shall be borne by Representative and Purchaser in proportion to the amounts by which their respective calculations of the Closing Net Working Capital differ from the Final Closing Net Working Capital as finally determined by the Neutral Accountant. Nothing in this Section 1.3(c) is to be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the resolution of differences between Purchaser and Representative regarding the determination of the Final Closing Statement (and the Final Closing Net Working Capital calculation therein); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Representative. (d) Promptly, but no later than ten (10) Business Days after the final determination thereof, if the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds the Estimated Net Working Capital, Purchaser shall pay such excess amount to Representative, for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to the Sellers any excess of the Estimated Net Working Capital over the Target Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (ii) is less than the Estimated Net Working Capital, Sellers shall pay such shortfall to Purchaser. Any payments made pursuant to this Section 1.3 shall be treated Parties as an adjustment to the Purchase Price by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Section 7 are inapplicable to the adjustments to be made under this Section 1.3Price.

Net Working Capital Adjustment. (a) At least three Not more than five (35) Business Days, but no more Days nor fewer than seven two (72) Business Days, prior to Days before the Closing Date, Representative the Company shall cause to be prepared provide Parent with a written and delivered to Purchaser a good faith estimate detailed statement of the Net Working Capital immediately prior to (the “Statement of Estimated Closing Net Working Capital”) dated as of the Closing Date (subject to the last sentence hereof, the “Estimated Closing Net Working Capital”), which shall be certified by a duly authorized officer of including the Company as the Sellers’ good faith estimate of the resulting Estimated Closing Net Working Capital as of immediately prior to the ClosingShortage (if any), which statement Statement of Estimated Closing Net Working Capital shall quantify be prepared in reasonable detail the estimates of each item included in such calculation, in each case calculated good faith and in accordance with the provisions of this Agreement. The Parties shall cooperate with one another in connection GAAP on a basis consistent with the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review of the Interim Financial Statements and shall be accompanied by a written certificate to Parent, executed by the Chief Financial Officer on behalf of the Company, certifying that the Statement of Estimated Closing Net Working Capital (including all components thereof). Prior to the Closing Date, Purchaser shall notify Representative of any objections to the Estimated Net Working Capital (including any component thereof), and the Parties shall work in good faith to resolve such objections and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Net Working Capital. was so prepared. (b) Within ninety sixty (9060) days after the Closing Date, Purchaser Parent shall prepare review the Statement of Estimated Closing Net Working Capital and deliver to the Escrow Participants’ Representative a statement of Net Working Capital as of the Closing Date, signed by an executive officer or the Controller of Parent (the “Statement of Closing StatementNet Working Capital”) calculating ). The Statement of Closing Net Working Capital shall set forth the Net Working Capital as of immediately prior to the Closing Date (the “Closing Net Working Capital”) as well as ), including a detailed breakdown of the adjustments various amounts of each component of Net Working Capital and taking into account additional information that becomes available or events occurring after the Closing Date and prior to the Purchase Price which shall be made pursuant to this Section 1.3; provided, however, that a failure by Purchaser to deliver the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that Seller has been prejudiced by such failure. Sellers shall cooperate with Purchaser in its preparation of the Closing Statement. Upon delivery Statement of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation of the Closing Net Working Capital (including all components thereof), provided that such access is in a manner that does not unreasonably or materially interfere with the normal business operations of Purchaser and its AffiliatesCapital. (c) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Purchaser within Within thirty (30) days after receipt following Parent’s delivery of the Statement of Closing Statement Net Working Capital, the Escrow Participants’ Representative shall deliver a written notice (the “Dispute NoticeNotice of Disagreement”) setting forth Representative’s calculation to Parent of any dispute the Escrow Participants’ Representative has with respect to the preparation or content of the Statement of Closing Net Working Capital and describing the Closing Net Working Capital. The Notice of Disagreement shall describe in reasonable detail the basis (including for each component, items contained in the difference and the amount thereof and reasons therefor) for the determination of such different amount. If Representative does not deliver a Dispute Notice to Purchaser within such thirty (30) day period, the Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser will be deemed to be that the Final Closing Statement Escrow Participants’ Representative disputes and the Final Closing Net Working Capitalbasis for any such dispute. Any such disputes shall be limited If the Escrow Participants’ Representative does not notify Parent of a dispute with respect to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was within such 30-day period or notifies Parent that it does not calculated in accordance have any dispute with the provisions of this Section 1.3, including all defined terms in this Agreement. Any component not disputed information reflected in the Dispute Notice Statement of Closing Net Working Capital, such Statement of Closing Net Working Capital shall be treated as final final, conclusive and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given binding on the Dispute Notice. If Purchaser and Representative resolve such differences, the Closing Statement parties and the Closing Net Working Capital agreed to by Purchaser and Representative will be deemed to be reflected thereon shall become the “Final Closing Statement and the Final Closing Net Working Capital. If Purchaser .” In the event a Notice of Disagreement is delivered to Parent, the Escrow Participants’ Representative and Representative do not reach a final resolution on the Closing Statement and the Closing Net Working Capital within thirty (30) days after Representative has delivered the Dispute Notice, unless Purchaser and Representative mutually agree to continue their efforts Parent shall negotiate in good faith to resolve such differencesdispute and agree upon the “Final Net Working Capital.” If the Escrow Participants’ Representative and Parent, the Neutral Accountant shall notwithstanding such good faith effort, fail to resolve such differences with respect dispute within ten (10) Business Days after the Escrow Participants’ Representative delivers the Notice of Disagreement, then the Escrow Participants’ Representative and Parent jointly shall engage a U.S. accounting firm of national reputation as is reasonably acceptable to the adjustment under this Section 1.3 pursuant Escrow Participants’ Representative and Parent that has not provided services to a reasonable engagement agreement among Purchaser, Representative, and either of Parent or its Affiliates or the Neutral Accountant Acquired Companies or their Affiliates during the prior three (which Purchaser and Representative agree to execute promptly), in the manner provided below. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement if it fails to do so within twenty (203) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all of the issues or matters relating to the adjustments under this Section 1.3, but shall only decide the specific components under dispute in the Dispute Notice years (the “Disputed ItemsAccounting Firm”), solely ) to resolve such dispute in accordance with the terms of standards set forth in this AgreementSection 2.05. Each of Purchaser and Representative will be entitled to make a presentation to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, Parent and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein); and Purchaser and Escrow Participants’ Representative shall use commercially reasonable efforts to cause the Neutral Accountant Accounting Firm to resolve render a written decision resolving the differences between them matters submitted to the Accounting Firm within thirty (30) days after the making of such submission. The Accounting Firm shall address only those items in dispute. The Accounting Firm shall determine, on such basis, whether and determine the amounts to be set forth on the Closing Statement (and the determination of what extent, the Closing Net Working Capital therein) within twenty (20) days after requires adjustment, which determination shall be consistent with either the engagement position of the Neutral AccountantEscrow Participants’ Representative or the position of Parent or between the positions of the Escrow Participants’ Representative and Parent and the amount determined by the Accounting Firm shall become the “Final Net Working Capital.” Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. Each All determinations made by the Accounting Firm will be final, conclusive and binding on the parties. The Escrow Participants’ Representative and/or Parent shall share the fees and expenses of Purchaser and Representative, as a condition precedent to making a presentation the Accounting Firm proportionately based on which party’s position was closer to the Neutral Accountant determination by the Accounting Firm. For purposes of complying with the terms set forth in this Section 2.05, each party shall cooperate with and having the Neutral Accountant review its calculations, shall provide reasonable advance access make available to the other Party with respect parties and their respective representatives all information, records, data and working papers, and shall permit reasonable access to such materials its facilities and personnel, as may be reasonably cooperate required in connection with the other Party in its review preparation and analysis thereof. The Neutral Accountant’s of the Statement of Closing Net Working Capital. (d) Following the determination of the Final Net Working Capital, the following payments, if any, shall be based solely on made: (i) If the Final Net Working Capital is greater than or equal to the Target Net Working Capital and there was not an Estimated Closing Net Working Capital Shortage, then no additional amounts will be owed by Parent or the Company Securityholders to the other. (ii) If the Final Net Working Capital is greater than or equal to the Target Net Working Capital and there was an Estimated Closing Net Working Capital Shortage, then Parent shall be required to pay an amount equal to the Estimated Closing Net Working Capital Shortage. (iii) If the Final Net Working Capital is less than the Target Net Working Capital and there was not an Estimated Closing Net Working Capital Shortage, then Parent shall be entitled to receive an amount equal to the amount by which the Final Net Working Capital is less than the Target Net Working Capital. (iv) If the Final Net Working Capital is less than the Target Net Working Capital and there was an Estimated Closing Net Working Capital Shortage, then: (A) If the Final Net Working Capital is greater than the Estimated Closing Net Working Capital, Parent shall be required to pay an amount equal to the difference between the Final Net Working Capital and the Estimated Closing Net Working Capital; and (B) If the Final Net Working Capital is less than the Estimated Closing Net Working Capital, Parent shall be entitled to receive an amount equal the difference between the Estimated Closing Net Working Capital and the Final Net Working Capital. (e) If Parent is obligated to pay any amount pursuant to Section 2.05(d)(ii) or Section 2.05(d)(iv)(A) (such presentations ofamount, the “Post-Closing Cash Consideration”), Parent shall, within five (5) Business Days after the Final Net Working Capital has been established (i) pay the Post-Closing Cash Consideration to the Escrow Participants’ Representative in immediately available funds, and materials provided bysuch payment, Purchaser and Representative (i.e.when made, not on independent reviewshall be deemed to have been paid in full satisfaction of the rights of the Escrow Participants under Sections 2.02(c)(viii), 2.02(d)(viii), 2.03(a)(ii) and on 2.04(b), and (ii) execute written instructions to the definitions Escrow Agent, instructing the Escrow Agent to disburse all of the funds in the Net Working Capital Escrow Fund to the Escrow Participants’ Representative and other terms such payment, when made, shall be deemed to have been paid in full satisfaction of the rights of the Escrow Participants under Sections 2.02(c)(vi) and conditions included in this Agreement2.02(d)(vi). The If Parent is entitled to receive any amount pursuant to any provision of Section 2.05(d) (such amount, the “Closing Statement Net Working Capital Shortage”), Parent and the Escrow Participants’ Representative shall, within five (and determination of 5) Business Days after the Final Net Working Capital has been established, execute joint written instructions to the Escrow Agent, instructing the Escrow Agent to disburse the Closing Net Working Capital therein) determined by Shortage to Parent from the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon the PartiesCapital Escrow Fund and, absent Fraud or manifest error, and will be an arbitral award that is non-appealable. The fees and expenses of the Neutral Accountant shall be borne by Representative and Purchaser in proportion to the amounts by which their respective calculations of extent the amount in the Net Working Capital Escrow Fund is less than the Closing Net Working Capital differ Shortage, from the Final Closing Indemnity Escrow Fund, and immediately thereafter to disburse any amount remaining in the Net Working Capital as finally determined by Escrow Fund to the Neutral Accountant. Nothing Escrow Participants’ Representative and such payment, when made, shall be deemed to have been paid in this Section 1.3(c) is to be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the resolution of differences between Purchaser and Representative regarding the determination full satisfaction of the Final Closing Statement (and the Final Closing Net Working Capital calculation therein); or (ii) resolve any such differences by making an adjustment to any component rights of the Closing Statement Escrow Participants under Sections 2.02(c)(vi) and 2.02(d)(vi). If Parent is neither required to pay any amount nor entitled to receive any amount under Section 2.05(d), then within five (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Representative. (d) Promptly, but no later than ten (105) Business Days after the final determination thereof, if the Final Closing Net Working Capital set forth in has been established, Parent and the Final Closing Statement: (i) exceeds the Estimated Net Working Capital, Purchaser Escrow Participants’ Representative shall pay such excess amount to Representative, for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid execute joint written instructions to the Sellers any excess of Escrow Agent, instructing the Estimated Escrow Agent to disburse the Net Working Capital over Escrow Fund to the Target Net Working Capital at ClosingEscrow Participants’ Representative and such payment, then Purchaser when made, shall pay be deemed to Representative, for the benefit of Sellers, the excess amount have been paid in full satisfaction of the Final Closing Net Working Capital over rights of the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretionEscrow Participants under Sections 2.02(c)(vi) and 2.02(d)(vi); or (ii) is less than the Estimated Net Working Capital, Sellers shall pay such shortfall to Purchaser. Any payments made pursuant to this Section 1.3 shall be treated as an adjustment to the Purchase Price by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Section 7 are inapplicable to the adjustments to be made under this Section 1.3.

Net Working Capital Adjustment. (a) At least No later than three (3) Business Days, but no more than seven (7) Business Days, Days prior to the Closing Date, Representative the Seller shall cause to be prepared and have delivered to the Purchaser a good faith estimate estimate, reasonably acceptable to the Purchaser, of the Net Working Capital immediately prior to the Closing (subject to the last sentence hereof, the “Estimated Net Working Capital”), which shall be certified by a duly authorized officer of the Company as of the Sellers’ good faith close of business on the Business Day immediately preceding the Closing Date (the "Estimated Net Working Capital Statement"), which estimate shall set forth in reasonable detail the computation thereof and shall be prepared in a manner consistent with the computation of the Net Working Capital as of immediately prior to Target and the Closing, which statement shall quantify in reasonable detail illustrative calculation set forth on Schedule 1.5 (the estimates of each item included in such calculation, in each case calculated in accordance with the provisions of this Agreement"Estimated Closing Date Net Working Capital"). The Parties shall cooperate with one another in connection with the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review of If the Estimated Closing Date Net Working Capital is more than $100,000 less than the Net Working Capital Target (including all components thereofsuch difference the "Estimated Price Decrease"), the Estimated Price Decrease shall be subtracted from the Closing Proceeds paid by the Purchaser to the Seller at the Closing pursuant to Section 1.3. Prior If the Estimated Closing Date Net Working Capital is more than $100,000 greater than the Net Working Capital Target (such difference, the "Estimated Price Increase"), the Estimated Price Increase shall be added to the Closing Date, Proceeds paid by the Purchaser shall notify Representative of any objections to the Estimated Net Working Capital (including any component thereof), and Seller at the Parties shall work in good faith Closing pursuant to resolve such objections and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Net Working Capital. Section 1.3. (b) Within ninety (90) days after following the Closing Date, the Purchaser shall prepare and deliver to Representative the Seller a statement (setting forth its good faith calculation of the “Closing Statement”) calculating Date Net Working Capital, which calculation shall set forth in reasonable detail the computation thereof and shall be prepared in a manner consistent with the computation of the Net Working Capital as of immediately prior Target and the illustrative calculation set forth on Schedule 1.5 (the "Preliminary Net Working Capital Statement"). The Purchaser shall provide the Seller and its representatives with reasonable access to the Closing (books and records of the “Closing Company and the individuals materially responsible for preparing the Preliminary Net Working Capital”) as well as the adjustments Capital Statement relating to the Purchase Price which shall be made pursuant to this Section 1.3; provided, however, that a failure by Purchaser to deliver the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that Seller has been prejudiced by such failure. Sellers shall cooperate with Purchaser in its preparation of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation of the Closing Net Working Capital (including all components thereof), provided that such access is in a manner that does not unreasonably or materially interfere with the normal business operations of Purchaser and its Affiliates. (c) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Purchaser within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each component, the difference and the amount thereof and reasons therefor) for the determination of such different amount. If Representative does not deliver a Dispute Notice to Purchaser within such thirty (30) day period, the Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser will be deemed to be the Final Closing Statement and the Final Closing Date Net Working Capital. Any such disputes The Seller shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the provisions of this Section 1.3, including all defined terms in this Agreement. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within have a period of thirty (30) days after Representative has given receipt of that statement to provide an Objection Statement to the Dispute Notice. If Purchaser and Representative resolve such differences, the Closing Statement and the Closing Preliminary Net Working Capital agreed Statement to by the Purchaser, which includes Seller's good faith calculations of such contested item or items. Failure of the Seller to deliver an Objection Statement to the Purchaser and Representative within such period will be deemed to be constitute an irrevocable acceptance of the Final Closing Statement and the Final Closing Net Working Capital. If Purchaser and Representative do not reach a final resolution on the Closing Statement and the Closing Preliminary Net Working Capital within thirty (30) days after Representative has delivered Statement and all calculations set forth on such Preliminary Net Working Capital Statement. In the Dispute Notice, unless event any such bona fide and timely objection cannot be resolved between the Purchaser and Representative mutually agree to continue their efforts to resolve such differencesthe Seller within ten (10) Business Days of the Purchaser's receipt of the Seller's Objection Statement, the Neutral Accountant Parties shall resolve engage an Arbiter for the purpose of resolving such differences with respect dispute. The Arbiter shall consider only those items and amounts which are identified in such Objection Statement and which the Parties are unable to the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among Purchaser, Representative, and the Neutral Accountant (which Purchaser and Representative agree to execute promptly), in the manner provided belowresolve. Each of Purchaser and Representative The Arbiter's determination shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20) days after receiving a draft thereofconsistent with the calculation of the Net Working Capital Target and shall be based on the illustrative calculation set forth on Schedule 1.5. The Neutral Accountant shall have full authority to arbitrate all of the issues or matters relating to the adjustments under this Section 1.3, but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed Items”), solely in accordance with the terms of this Agreement. Each of Purchaser and Representative will be entitled to make a presentation to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein); and Purchaser and Representative shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination Arbiter shall be based solely on such presentations offinal, binding and materials provided by, Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined non-appealable by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award that is non-appealable. The fees and expenses of the Neutral Accountant Arbiter shall be borne by Representative (i) the Seller, on the one hand, and Purchaser in proportion (b) the Purchaser, on the other hand, based on the percentage that the portion of the contested amount not awarded to each Party bears to the amounts amount actually contested by which their respective calculations such Party, and such allocation of fees and expenses shall be calculated by the Arbiter and such calculation shall be final and binding on the Parties. The Closing Net Working Capital differ from the Final Closing Date Net Working Capital as agreed and/or finally determined by the Neutral Accountant. Nothing in Arbiter, as applicable, pursuant to this Section 1.3(c1.5 shall be referred to herein as the "Final Closing Date Net Working Capital". (c) If the Final Closing Date Net Working Capital is more than $100,000 greater than the Estimated Closing Date Net Working Capital (such difference, the "Surplus"), the Surplus shall be due from the Purchaser to be construed to authorize the Seller. The Purchaser shall pay the Surplus in cash by wire transfer or permit delivery of other immediately available funds within three (3) Business Days of the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the resolution of differences between Purchaser and Representative regarding the final determination of the Final Closing Statement (and the Final Closing Date Net Working Capital calculation therein); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and RepresentativeCapital. (d) PromptlyIf the Final Closing Date Net Working Capital is more than $100,000 less than the Estimated Closing Date Net Working Capital (such difference, but no later than ten the "Deficit"), the Deficit shall be due from the Seller to the Purchaser. The Seller shall pay the Deficit in cash by wire transfer or delivery of other immediately available funds within three (103) Business Days after of the final determination thereof, if the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds the Estimated Net Working Capital, Purchaser shall pay such excess amount to Representative, for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to the Sellers any excess of the Estimated Net Working Capital over the Target Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of Sellers, the excess amount of the Final Closing Date Net Working Capital. (e) In calculating the Surplus and Deficit, the Parties will take into account any Estimated Price Increase or Estimated Price Decrease calculated at the Closing to ensure that any adjustment made pursuant to the Final Closing Date Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (ii) is less than does not duplicate an adjustment made pursuant to the Estimated Closing Date Net Working Capital, Sellers shall pay such shortfall to Purchaser. Any payments made pursuant to this Section 1.3 shall be treated as an adjustment to the Purchase Price by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Section 7 are inapplicable to the adjustments to be made under this Section 1.3.