Common use of Net Working Capital Clause in Contracts

Net Working Capital. At least three (3) business days prior to the Closing Date, Sellers shall deliver to Buyer a certificate (the “Estimated NWC Certificate”), including a consolidated balance sheet of the Company as of the Closing Date, prepared in accordance with the accounting principles, methods, practices, estimates, judgments and assumptions applied in the preparation of the Company’s financial statements, consistently applied (the “Accounting Principles”), which shall include (a) the Sellers’ good faith estimate (such estimate is referred to as the “Estimated Net Working Capital Amount”) of the “Net Working Capital Amount.” As used herein, “Net Working Capital Amount” means the Net Working Capital of the Company as of 11:59 p.m. EST on the day immediately preceding the Closing Date. “Net Working Capital” means the result of (i) all cash of the Company minus (ii) all current liabilities (excluding the Existing Indebtedness) of the Company, in each case determined in accordance with the Accounting Principles. The Purchase Price at Closing shall be increased by the Estimated Net Working Capital Amount. No later than ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Sellers (i) a consolidated balance sheet of the Company dated at the Closing Date, which shall be prepared in accordance with the Accounting Principles and (ii) a reasonably detailed statement (the “Final NWC Certificate”) setting forth Buyer’s calculations of the Net Working Capital Amount. If Sellers have any objections to the Final NWC Certificate, Sellers shall deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”), provided that the only bases for objections shall be (i) non-compliance with the standards set forth above for preparation of the Final NWC Certificate, or as set forth in the definition of Net Working Capital, and (ii) mathematical errors. If an Objections Statement is not delivered to Buyer within thirty (30) days after delivery of the Final NWC Certificate, the Final NWC Certificate shall be final, binding and non-appealable by the parties hereto. Sellers and Buyer shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Sellers, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement, Sellers and Buyer may submit such dispute to one of the “Big Four” accounting firms other than Ernst & Young LLP or PricewaterhouseCoopers LLP, or, in the event that any such auditor is unable to accept such appointment, to any other nationally recognized independent accounting firm mutually acceptable to Buyer and Sellers (the “Independent Auditor”). Each party shall be afforded an opportunity to present to the Independent Auditor material relating to the disputed issues and to discuss the determination with the Independent Auditor. The Independent Auditor shall act as an auditor and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed adjustment of the Net Working Capital Amount to reflect such resolution, provided that the Independent Auditor shall not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand. It is the intent of Buyer and Sellers that the process set forth in this Section 11(F) and the activities of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Sellers and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such disagreements as promptly as practicable. The resolution of the dispute by the Independent Auditor shall be final, binding and non-appealable on the parties hereto. The Final NWC Certificate shall be modified if necessary to reflect such determination. The fees and expenses of the Independent Auditor shall be allocated for payment by Buyer, on the one hand, and/or Sellers, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Auditor. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is greater than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Buyer shall pay to Sellers cash equal to the amount by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is less than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Sellers shall pay to Buyer cash equal to the amount by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount.

Net Working Capital. At least three (3a) business days prior to On the Closing Date, Sellers shall deliver to Buyer a certificate Company will have Net Working Capital that is not less than $7,000,000 (the “Estimated NWC CertificateMinimum Working Capital”), including a consolidated balance sheet of nor more than $9,000,000 (“Maximum Working Capital”). To the extent that Company as of has Net Working Capital on the Closing DateDate that is less than the Minimum Working Capital, prepared such deficiency will be deducted from the Base Amount in accordance with the accounting principles, methods, practices, estimates, judgments and assumptions applied in the preparation of the Company’s financial statements, consistently applied (the “Accounting Principles”), which shall include (a) the Sellers’ good faith estimate (such estimate is referred to Section 2.1.3 as the “Estimated Working Capital Deficit.” To the extent that Company has Net Working Capital Amount”) of on the Closing Date that is greater than the Maximum Working Capital, such excess will be added to the Base Amount in accordance with Section 2.1.3 as the “Net Working Capital AmountCredit.” As used herein” (b) For purposes of this Agreement, “Net Working Capital Amount” means the Net Working Capital of the Company as of 11:59 p.m. EST on the day immediately preceding the Closing Date. term “Net Working Capital” means the result of means: (i) all cash of the Company minus Total Current Assets (as defined below) less (ii) all accrued Total Current Liabilities (as defined below). “Fixed assets, net,” “intangible assets,” deferred tax assets and deferred tax liabilities will be excluded from the determination of Net Working Capital. For avoidance of doubt, “Total Current Assets” as reflected on the Closing Balance Sheet will include: (i) cash and cash equivalents; (ii) short-term investments; (iii) accounts receivable outstanding not more than sixty (60) days from their due date and other receivables net of doubtful accounts; (iv) inventories (net of allowance for obsolete inventory) and (v) prepaid expenses and other current liabilities assets. “Total Current Liabilities” as reflected on the Closing Balance Sheet will include: (excluding w) accounts payable; (x) accrued taxes, payroll and benefits; (y) other “Current Liabilities”; and (z) the Existing Indebtednesscurrent portion (due within twelve (12) months) of any Debt. Each of the Company, in each case foregoing terms will be determined in accordance with GAAP, as consistently applied, to the Accounting Principlesextent described above except as otherwise provided in this Section 2.3(b). The Purchase Price at Closing shall be increased by “Debt” means all funded indebtedness, determined without duplication, and includes notes; capitalized leases; bank term and revolving credit loans; obligations related to drawn letters of credit; bonds evidencing funded indebtedness; debentures; borrowings from lending institutions other than banks; subordinated loans and subordinated debt securities with or without stated maturity; bank bills; bank overdrafts; obligations with respect to the Estimated factoring or discounting of accounts receivable and other instruments; any dividends payable to the holders of Company Shares; and accrued interest and expense and penalties on any of the foregoing (including prepayment penalties). For the avoidance of doubt, a sample calculation of Net Working Capital Amount. No later than ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Sellers (i) a consolidated balance sheet of the Company dated at the Closing Date, which shall be prepared in accordance with the Accounting Principles and (ii) a reasonably detailed statement (the “Final NWC Certificate”) setting forth Buyer’s calculations of the Net Working Capital Amount. If Sellers have any objections to the Final NWC Certificate, Sellers shall deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”is attached hereto as Schedule 2.3(c), provided that the only bases for objections shall be (i) non-compliance with the standards set forth above for preparation of the Final NWC Certificate, or as set forth in the definition of Net Working Capital, and (ii) mathematical errors. If an Objections Statement is not delivered to Buyer within thirty (30) days after delivery of the Final NWC Certificate, the Final NWC Certificate shall be final, binding and non-appealable by the parties hereto. Sellers and Buyer shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Sellers, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement, Sellers and Buyer may submit such dispute to one of the “Big Four” accounting firms other than Ernst & Young LLP or PricewaterhouseCoopers LLP, or, in the event that any such auditor is unable to accept such appointment, to any other nationally recognized independent accounting firm mutually acceptable to Buyer and Sellers (the “Independent Auditor”). Each party shall be afforded an opportunity to present to the Independent Auditor material relating to the disputed issues and to discuss the determination with the Independent Auditor. The Independent Auditor shall act as an auditor and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed adjustment of the Net Working Capital Amount to reflect such resolution, provided that the Independent Auditor shall not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand. It is the intent of Buyer and Sellers that the process set forth in this Section 11(F) and the activities of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Sellers and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such disagreements as promptly as practicable. The resolution of the dispute by the Independent Auditor shall be final, binding and non-appealable on the parties hereto. The Final NWC Certificate shall be modified if necessary to reflect such determination. The fees and expenses of the Independent Auditor shall be allocated for payment by Buyer, on the one hand, and/or Sellers, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Auditor. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is greater than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Buyer shall pay to Sellers cash equal to the amount by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is less than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Sellers shall pay to Buyer cash equal to the amount by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount.

Net Working Capital. At least (i) No later than three (3) business days Business Days prior to the Closing Date, Sellers FPD shall deliver cause to be prepared and delivered to Buyer a certificate statement (the “"Estimated NWC Certificate”Statement"), including a consolidated balance sheet together with copies of the Company as of the Closing Date, prepared in accordance with the accounting principles, methods, practices, estimates, judgments such computations and assumptions applied in the preparation of the Company’s financial statements, consistently applied (the “Accounting Principles”), which shall include (a) the Sellers’ good faith estimate (such estimate is referred to as the “Estimated Net Working Capital Amount”) of the “Net Working Capital Amount.” As used herein, “Net Working Capital Amount” means the Net Working Capital of the Company as of 11:59 p.m. EST on the day immediately preceding the Closing Date. “Net Working Capital” means the result of (i) all cash of the Company minus (ii) all current liabilities (excluding the Existing Indebtedness) of the Company, in each case determined in accordance with the Accounting Principles. The Purchase Price at Closing shall be increased by the Estimated Net Working Capital Amount. No later than ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Sellers (i) a consolidated balance sheet of the Company dated at the Closing Datereasonable supporting documentation, which shall be prepared in accordance with certified as correct by the Accounting Principles and Chief Financial Officer of FPD Parent, presenting FPD's estimated Net Working Capital as of the end of business on the Closing Date (the "Estimated Net Working Capital"). (ii) a reasonably detailed statement (Buyer and its accountants shall be entitled to review the “Final Estimated NWC Certificate”) setting forth Buyer’s calculations of the Net Working Capital Amount. If Sellers have Statement and any objections working papers, trial balances and similar materials relating to the Final Estimated NWC CertificateStatement prepared by FPD or FPD's accountants and FPD shall provide Buyer and its accountants with reasonable access, Sellers shall deliver during FPD's normal business hours, to FPD's personnel, properties, books and records necessary to verify the Estimated NWC Statement. (iii) Buyer a statement setting forth its objections thereto (an “Objections Statement”), provided that the only bases for objections shall be (i) non-compliance with the standards set forth above for preparation of the Final NWC Certificate, or as set forth in the definition of Net Working Capital, and (ii) mathematical errors. If an Objections Statement is not delivered to Buyer within thirty (30) days after delivery of the Final NWC Certificate, the Final NWC Certificate shall be final, binding and non-appealable by the parties hereto. Sellers and Buyer FPD shall negotiate in good faith to resolve any objections set forth disagreements regarding the Estimated Net Working Capital. After considering Buyer's objections, if any, FPD shall make such revisions to the Estimated Net Working Statement as are mutually acceptable to Buyer and FPD and shall deliver revised Estimated Net Working Capital Statement not less than one (1) Business Day prior to the Closing Date, and the Closing Purchase Price shall be adjusted on the Closing Date in accordance with such revised calculations of the Estimated Net Working Capital. On the Closing Date, Buyer shall pay the Closing Purchase Price as adjusted (upward if in excess of $660,000, downward if less than $660,000) by the excess of, or deficiency in, the Estimated Net Working Capital and any disagreements that may continue to exist with respect to the Estimated Net Working Capital prior to Closing shall be resolved after Closing in connection with the calculation of the Closing Net Working Capital described below. (iv) As promptly as practicable, but no later than sixty (60) days after the Closing Date, Buyer shall cause to be prepared and delivered to FPD a closing statement (the "Closing Statement") presenting the Net Working Capital as of the end of business on the Closing Date ("Closing Net Working Capital"). (v) The Closing Statement shall become final and binding upon the Parties on the earlier of (i) written notice from FPD that the Closing Statement is agreed to, or (ii) in the Objections absence of such notice, on the thirty-first (31st) day following Buyer's delivery of such Closing Statement, unless FPD gives written notice to Buyer of its disagreement with the Closing Statement (and all a "Notice of Disagreement with Closing Statement") prior to such discussions related thereto shall, unless otherwise agreed by Buyer and Sellers, be governed by Rule 408 date. Any Notice of Disagreement with Closing Statement shall specify in reasonable detail the Federal Rules nature of Evidence any disagreement so asserted. (and any applicable similar state rule)), but if they do not reach a final resolution within vi) During the thirty (30) days after immediately following the delivery of the Objections any Notice of Disagreement with Closing Statement, Sellers Buyer and Buyer FPD shall seek in good faith to resolve in writing any differences which they may submit have with respect to the matters specified in such dispute Notice of Disagreement with Closing Statement. During such period, FPD and FPD's accountants shall have access to one Buyer's working papers, trial balances and similar materials (including the working papers, trial balances and similar materials of Buyer's accountants) prepared in Buyer's preparation of the “Big Four” accounting firms other than Ernst & Young LLP or PricewaterhouseCoopers LLPClosing Statement. If such differences have not been resolved by the end of such 30-day period, or, in the event that any such auditor is unable to accept such appointment, to any other nationally recognized independent accounting firm mutually acceptable to Buyer and Sellers (the “Independent Auditor”). Each party FPD shall be afforded an opportunity to present submit to the Independent Auditor material relating to Arbitrator for review and resolution any and all matters which remain in dispute and which were included in any Notice of Disagreement with Closing Statement (it being understood that the disputed issues and to discuss the determination with the Independent Auditor. The Independent Auditor Arbitrator shall act as an auditor arbitrator to determine only those matters which remain in dispute), and not the Arbitrator shall reach a final, binding resolution of all matters which remain in dispute, which final resolution shall be (A) in writing, (B) furnished to Buyer and FPD as an arbitrator and shall resolve matters soon as practicable after the items in dispute have been referred to the Arbitrator, and adjust and establish any disputed adjustment (C) made in accordance with this Agreement. The Arbitrator's resolution of the Closing Net Working Capital Amount may not be less than Buyer's calculation of the Closing Net Working Capital nor greater than FPD's calculation of the Closing Net Working Capital. The Closing Statement, with any adjustments necessary to reflect the Arbitrator's resolution of the matters in dispute, shall become final and binding on the Parties on the date the Arbitrator delivers its final resolution to the Parties. Each of Buyer and FPD shall pay its own costs and expenses incurred in connection with such resolutionarbitration, provided that the Independent Auditor shall not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand. It is the intent of Buyer and Sellers that the process set forth in this Section 11(F) and the activities of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Sellers and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such disagreements as promptly as practicable. The resolution of the dispute by the Independent Auditor shall be final, binding and non-appealable on the parties hereto. The Final NWC Certificate shall be modified if necessary to reflect such determination. The fees and expenses of the Independent Auditor Arbitrator shall be allocated for payment borne by Buyer, on FPD and Buyer in such proportion as the one hand, and/or Sellers, on the other hand, Arbitrator shall determine based upon the percentage which the portion relative merit of the contested amount not awarded to each party bears position of the Parties. This provision for arbitration shall be specifically enforceable by the Parties and the decision of the Arbitrator in accordance with the provisions hereof shall be final and binding with respect to the amount actually contested by such partymatters so arbitrated and there shall be no right of appeal therefrom. (vii) If the Closing Net Working Capital, as finally determined by in accordance with SECTIONS 2(f)(v) or (vi), as applicable, is less than $660,000 (such difference being the Independent Auditor"NWC Deficit"), then FPD shall pay to Buyer, within five (5) Business Days after the determination of the Closing Net Working Capital, an amount equal to the NWC Deficit. If the Closing Net Working Capital Amount as finally determined pursuant to exceeds $660,000 (such difference being the dispute resolution procedures described above is greater than the Estimated Net Working Capital Amount shown on the Estimated "NWC CertificateExcess"), then Buyer shall pay to Sellers cash FPD, within five (5) Business Days after the determination of the Closing Net Working Capital, an amount equal to the amount by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is less than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Sellers shall pay to Buyer cash equal to the amount by which the Estimated Net Working Capital Amount exceeds the Net Working Capital AmountExcess.

Net Working Capital. At least three (3) business days prior to the Closing Date, Sellers shall deliver to Buyer a certificate (the “Estimated NWC Certificate”), including a consolidated balance sheet of the Company as of the Closing Date, prepared in accordance with the accounting principles, methods, practices, estimates, judgments and assumptions applied in the preparation of the Company’s financial statements, consistently applied (the “Accounting Principles”), which shall include (a) Parent has received the Sellers’ good faith estimate (such estimate is referred to as the “Estimated Net Working Capital Amount”) Statement of the “Net Working Capital Amount.” As used herein, “Net Working Capital Amount” means the Net Working Capital of Closing NWC from the Company as of 11:59 p.m. EST on the day immediately preceding the Closing Datepursuant to Section 11.4. “Net Working Capital” means the result of (i) all cash of the Company minus (ii) all current liabilities (excluding the Existing Indebtedness) of the Company, in each case determined in accordance with the Accounting Principles. The Purchase Price at Closing shall be increased by the Estimated Net Working Capital Amount. No later than ninety (90) days following the Closing Date, Buyer Parent shall prepare and deliver to Sellers the Company within ten (10) days after the Closing Date either (i) a consolidated balance sheet written acknowledgment accepting the Statement of the Company dated at the Closing Date, which shall be prepared in accordance with the Accounting Principles and NWC or (iiii)(A) a reasonably detailed statement calculation of Net Working Capital (the “Final NWC CertificateClosing NWC”) setting forth Buyer’s calculations as of the Net Working Capital Amount. If Sellers have any objections Closing Date and (B) a reconciliation of the Statement of Closing NWC to the Final Closing NWC Certificatecalculation, Sellers together with all supporting documentation and computations (collectively, the “Reconciliation”). If Parent fails to deliver such acknowledgment or reconciliation to the Company within such 10-day period, Parent shall be deemed to have accepted and agreed to the Statement of Closing NWC as delivered pursuant to Section 11.4. Each party shall promptly make available to the other all personnel, books, records and documents reasonably requested by the other party for purposes of their review of the Statement of Closing NWC and Parent’s calculation of the Final Closing NWC. (b) Within ten (10) days after the Final Closing NWC and the Reconciliation are delivered to the Company pursuant to Section 2.16(a), the Company shall deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”), provided that the only bases for objections shall be Parent either (i) nona written acknowledgment accepting the Final Closing NWC or (B) a written report setting forth in reasonable detail any proposed adjustments to the Final Closing NWC (the “Adjustment Report”). If the Company fails to deliver such acknowledgment or report to Parent within such 10-compliance with day period, the standards set forth above for preparation Company shall be deemed to have accepted and agreed to the Final Closing NWC as delivered pursuant to Section 2.16(a). (c) In the event that the Company and Parent fail to agree on all of the Final NWC Certificate, or as Company’s proposed adjustments set forth in the definition of Net Working Capital, and Adjustment Report within ten (ii) mathematical errors. If an Objections Statement is not delivered to Buyer within thirty (3010) days after delivery of Parent receives the Final NWC CertificateAdjustment Report, the Final NWC Certificate shall be final, binding Company and non-appealable by the parties hereto. Sellers and Buyer shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Sellers, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement, Sellers and Buyer may submit such dispute to one of the “Big Four” accounting firms other than Ernst & Young LLP or PricewaterhouseCoopers LLP, or, in the event Parent agree that any such auditor is unable to accept such appointment, to any other nationally recognized independent an accounting firm mutually acceptable to Buyer the Company and Sellers Parent (the “Independent Auditor”)) shall, within the 20-day period immediately following such 10-day period, make the final determination of the Final Closing NWC. Each party Within five (5) days after the beginning of such 20-day period, Parent and the Company each shall be afforded an opportunity to present to provide the Independent Auditor material relating to with their respective versions of the disputed issues Final Closing NWC calculations, together with all supporting documentation, and to discuss the determination with shall, within three (3) days following any request by the Independent Auditor, provide the Independent Auditor with any working papers, calculations, supporting documentation or additional information that the Independent Auditor may request. The Independent Auditor shall act as an auditor and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed adjustment of determine the Net Working Capital Amount to reflect such resolution, provided that the Independent Auditor shall not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand. It is the intent of Buyer and Sellers that the process set forth in this Section 11(F) and the activities of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Sellers and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such disagreements as promptly as practicableFinal Closing NWC. The resolution decision of the dispute by the Independent Auditor shall be final, final and binding and non-appealable on the parties heretoCompany and Parent. The Final NWC Certificate shall be modified if necessary to reflect such determination. The fees fees, costs and expenses of the Independent Auditor shall be allocated for payment paid by Buyer, on the one hand, and/or Sellers, on the other hand, based upon the percentage which the portion party whose determination of the contested amount not awarded to each party bears to Final Closing NWC is, in the amount actually contested by such partyaggregate, as determined furthest from the determination of the same by the Independent Auditor. If ; provided that if such party’s determination is within 10% of the Net Working Capital Amount Independent Auditor’s determination, such fees, costs and expenses shall be shared equally by the Company and Parent; provided further that any fees, costs and expenses ultimately to be borne by the Company shall be treated for purposes of this Agreement as finally determined pursuant to the dispute resolution procedures described above is greater than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Buyer shall pay to Sellers cash equal to the amount by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is less than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Sellers shall pay to Buyer cash equal to the amount by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amounta Company Transaction Expense.

Net Working Capital. (a) If the Net Working Capital as of the Measurement Time is a positive amount, then the Purchase Price shall be increased in an amount equal to the Net Working Capital, and if the Net Working Capital as of the Measurement Time is a negative amount, then the Purchase Price shall be reduced in an amount equal to the Net Working Capital, in each case as calculated in accordance with this Section 2.6. (b) Except as otherwise provided in this Section 2.6, or in the definitions of Current Assets and Current Liabilities, the items included in the components of Current Assets and Current Liabilities shall be determined, and the amounts of such items shall be calculated, in the same manner as the corresponding line items were determined and calculated, and using the same policies, practices, assumptions, procedures, classifications, methods, estimates and judgments as were used in preparing the Balance Sheet. (c) At least three (3) business days Business Days prior to the Closing Date, Sellers Seller shall deliver submit in writing to Buyer a certificate its good faith estimate of the Net Working Capital as of the Measurement Time (the “Estimated NWC CertificateNet Working Capital”)) along with documentation supporting its good faith calculation of the Estimated Net Working Capital and shall reasonably respond to questions and comments from Buyer regarding such submission prior to the Closing Date. The Base Amount payable by Buyer on the Closing Date shall be increased or decreased, including a as applicable, by the amount of the Estimated Net Working Capital. (d) Within sixty (60) days after the Closing Date, Seller shall submit to Buyer its written calculation (the “Net Working Capital Statement”) of the actual Net Working Capital as of the Measurement Time (the “Final Net Working Capital”) accompanied by the consolidated balance sheet of the Company Companies as of the Measurement Time. From the Closing Date, prepared Date through the final determination of the Final Net Working Capital in accordance with this Section 2.6(d), Buyer shall cause the accounting principlesCompanies and their employees to provide Seller and its advisors reasonable access during normal business times to the personnel, methods, practices, estimates, judgments properties and assumptions applied in the preparation books and records of the Company’s financial statements, consistently applied (Companies for the “Accounting Principles”), which shall include (a) purpose of determining the Sellers’ good faith estimate (such estimate is referred to as the “Estimated Net Working Capital Amount”) of the “Net Working Capital Amount.” As used herein, “Net Working Capital Amount” means the Net Working Capital of the Company as of 11:59 p.m. EST on the day immediately preceding the Closing Date. “Final Net Working Capital” means the result of . Unless Buyer gives notice to Seller (i) all cash of the Company minus (ii) all current liabilities (excluding the Existing Indebtedness) of the Company, in each case determined in accordance with the Accounting Principles. The Purchase Price at Closing shall be increased by the Estimated Net Working Capital Amount. No later than ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Sellers (i) a consolidated balance sheet of the Company dated at the Closing Date, which shall be prepared in accordance with the Accounting Principles and (ii) a reasonably detailed statement (the “Final NWC CertificateProtest Letter”) setting forth on or before the thirtieth (30th) day after Buyer’s calculations receipt of the Net Working Capital AmountStatement that Buyer disputes the Final Net Working Capital specified in the Net Working Capital Statement and setting forth in reasonable detail the amounts in dispute and the reasons therefor, then the Final Net Working Capital as specified in the Net Working Capital Statement shall become final and binding on the Parties. Except for the matters specifically set out in the NWC Protest Letter, Buyer shall be deemed to have agreed to the Net Working Capital Statement in full. If Sellers have any objections Buyer gives a NWC Protest Letter to Seller on or before such thirtieth (30th) day that it disputes the Final Net Working Capital specified in the Net Working Capital Statement, then Seller and Buyer shall meet by telephone, or at a mutually agreeable location, to discuss in good faith and attempt to reconcile their differences with respect to the Final NWC Certificate, Sellers shall deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”), provided that the only bases for objections shall be (i) non-compliance with the standards set forth above for preparation amount of the Final NWC Certificate, or as set forth in the definition of Net Working Capital, and Capital that is being challenged by Buyer (iithe “NWC Challenged Amount”). (e) mathematical errors. If an Objections Statement is not delivered the Parties are unable to Buyer mutually resolve the NWC Challenged Amount within thirty twenty (3020) days after delivery receipt of the Final NWC CertificateProtest Letter by Seller, the Final NWC Certificate shall be finalthen PricewaterhouseCoopers, binding and non-appealable by the parties hereto. Sellers and Buyer shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Sellers, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement, Sellers and Buyer may submit such dispute to one of the “Big Four” accounting firms other than Ernst & Young LLP or PricewaterhouseCoopers LLP, or, in the event that any such auditor is unable to accept such appointment, to any other nationally recognized another mutually acceptable independent accounting firm mutually acceptable to Buyer and Sellers (the “Independent AuditorArbiter”)) will be engaged by the Parties to determine the NWC Challenged Amount. The Arbiter: (1) will be jointly engaged by Seller and Buyer; (2) will be provided, within the (10) Business Days of accepting the engagement, with a definitive written statement from Seller and Buyer of their respective positions and a copy of the Net Working Capital Statement and the NWC Protest Letter; (3) will be advised in the engagement letter that the Parties accept the Arbiter as the appropriate Person to interpret this Agreement for all purposes relevant to the resolution of the NWC Challenged Amount; (4) will be granted access to all records and personnel of the Companies and (5) will have forty-five (45) days to carry out a review and prepare a written statement of its decision regarding the NWC Challenged Amount, which shall be binding and final upon Seller and Buyer. In no event shall the Arbiter’s determination be outside of the range of amounts claimed by the respective Parties with respect to those items in dispute. Each party shall Party will be afforded an the opportunity to present to the Independent Auditor Arbiter any material relating such Party deems relevant to the disputed issues and to discuss the determination with the Independent Auditordetermination. The Independent Auditor decision of the Arbiter shall act as an auditor be final and not as an arbitrator binding upon the Parties except in the event of manifest error (when the relevant part of their determination shall be void and the matter shall be remitted to the Arbiter for correction) and shall resolve matters be in substitution for and precludes the bringing of any Proceedings, including in any court, in connection with any dispute and adjust and establish any disputed adjustment of the Net Working Capital Amount to reflect such resolution, provided that the Independent Auditor shall not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand. It is the intent of Buyer and Sellers that the process set forth in under this Section 11(F) and the activities of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Sellers and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such disagreements as promptly as practicable. The resolution of the dispute by the Independent Auditor shall be final, binding and non-appealable on the parties hereto. The Final NWC Certificate shall be modified if necessary to reflect such determination2.6. The fees and expenses of the Independent Auditor Arbiter incurred in resolving the disputed matter shall be allocated for payment shared equally by BuyerSeller, on the one hand, and/or Sellersand Buyer, on the other hand, based upon . (f) Not later than the percentage which fifth (5th) Business Day after the portion final determination of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Auditor. If the Final Net Working Capital Amount as finally determined is made pursuant to this Section 2.6: (i) if the dispute resolution procedures described above Final Net Working Capital is less than the Estimated Working Capital, then Seller shall pay to Buyer, by wire transfer of immediately available funds to the account or accounts designated in writing by Buyer prior to such fifth (5th) Business Day, the amount of such difference together with interest thereon at the Applicable Rate from and including the Closing Date to but excluding the date of payment; or (ii) if the Final Net Working Capital is greater than the Estimated Net Working Capital Amount shown on the Estimated NWC CertificateCapital, then Buyer shall pay to Sellers cash equal Seller by wire transfer of immediately available funds to the amount account or accounts designated in writing by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount. If the Net Working Capital Amount as finally determined pursuant Seller prior to the dispute resolution procedures described above is less than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificatesuch fifth (5th) Business Day, then Sellers shall pay to Buyer cash equal to the amount by which of such difference together with interest thereon at the Estimated Net Working Capital Amount exceeds Applicable Rate from and including the Net Working Capital AmountClosing Date to but excluding the date of payment.

Net Working Capital. (a) If the Net Working Capital as of the Measurement Time is a positive amount, then the Purchase Price shall be increased in an amount equal to the Net Working Capital, and if the Net Working Capital as of the Measurement Time is a negative amount, then the Purchase Price shall be reduced in an amount equal to the Net Working Capital, in each case as calculated in accordance with this Section 2.6. (b) Except as otherwise provided in this Section 2.6, or in the definitions of Current Assets and Current Liabilities, the items included in the components of Current Assets and Current Liabilities shall be determined, and the amounts of such items shall be calculated, in the same manner as the corresponding line items were determined and calculated, and using the same policies, practices, assumptions, procedures, classifications, methods, estimates and judgments as were used in preparing the Balance Sheet. (c) At least three (3) business days Business Days prior to the Closing Date, Sellers Seller shall deliver submit in writing to Buyer a certificate its good faith estimate of the Net Working Capital as of the Measurement Time (the “"Estimated NWC Certificate”)Net Working Capital") along with documentation supporting its good faith calculation of the Estimated Net Working Capital and shall reasonably respond to questions and comments from Buyer regarding such submission prior to the Closing Date. The Base Amount payable by Buyer on the Closing Date shall be increased or decreased, including a as applicable, by the amount of the Estimated Net Working Capital. (d) Within sixty (60) days after the Closing Date, Seller shall submit to Buyer its written calculation (the "Net Working Capital Statement") of the actual Net Working Capital as of the Measurement Time (the "Final Net Working Capital") accompanied by the consolidated balance sheet of the Company Companies as of the Measurement Time. From the Closing Date, prepared Date through the final determination of the Final Net Working Capital in accordance with this Section 2.6(d),Buyer shall cause the accounting principlesCompanies and their employees to provide Seller and its advisors reasonable access during normal business times to the personnel, methods, practices, estimates, judgments properties and assumptions applied in the preparation books and records of the Company’s financial statements, consistently applied (Companies for the “Accounting Principles”), which shall include (a) purpose of determining the Sellers’ good faith estimate (such estimate is referred to as the “Estimated Net Working Capital Amount”) of the “Net Working Capital Amount.” As used herein, “Net Working Capital Amount” means the Net Working Capital of the Company as of 11:59 p.m. EST on the day immediately preceding the Closing Date. “Final Net Working Capital” means . Unless Buyer gives notice to Seller (a "NWC Protest Letter") on or before the result of thirtieth (i30th) all cash of the Company minus (ii) all current liabilities (excluding the Existing Indebtedness) of the Company, in each case determined in accordance with the Accounting Principles. The Purchase Price at Closing shall be increased by the Estimated Net Working Capital Amount. No later than ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Sellers (i) a consolidated balance sheet of the Company dated at the Closing Date, which shall be prepared in accordance with the Accounting Principles and (ii) a reasonably detailed statement (the “Final NWC Certificate”) setting forth day after Buyer’s calculations 's receipt of the Net Working Capital AmountStatement that Buyer disputes the Final Net Working Capital specified in the Net Working Capital Statement and setting forth in reasonable detail the amounts in dispute and the reasons therefor, then the Final Net Working Capital as specified in the Net Working Capital Statement shall become final and binding on the Parties. Except for the matters specifically set out in the NWC Protest Letter, Buyer shall be deemed to have agreed to the Net Working Capital Statement in full. If Sellers have any objections Buyer gives a NWC Protest Letter to Seller on or before such thirtieth (30th) day that it disputes the Final Net Working Capital specified in the Net Working Capital Statement, then Seller and Buyer shall meet by telephone, or at a mutually agreeable location, to discuss in good faith and attempt to reconcile their differences with respect to the Final NWC Certificate, Sellers shall deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”), provided that the only bases for objections shall be (i) non-compliance with the standards set forth above for preparation amount of the Final NWC Certificate, or as set forth in the definition of Net Working Capital, and Capital that is being challenged by Buyer (iithe "NWC Challenged Amount"). (e) mathematical errors. If an Objections Statement is not delivered the Parties are unable to Buyer mutually resolve the NWC Challenged Amount within thirty twenty (3020) days after delivery receipt of the Final NWC CertificateProtest Letter by Seller, the Final NWC Certificate shall be finalthen PricewaterhouseCoopers, binding and non-appealable by the parties hereto. Sellers and Buyer shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Sellers, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement, Sellers and Buyer may submit such dispute to one of the “Big Four” accounting firms other than Ernst & Young LLP or PricewaterhouseCoopers LLP, or, in the event that any such auditor is unable to accept such appointment, to any other nationally recognized another mutually acceptable independent accounting firm mutually acceptable to Buyer and Sellers (the “Independent Auditor”)"Arbiter") will be engaged by the Parties to determine the NWC Challenged Amount. The Arbiter: (1) will be jointly engaged by Seller and Buyer; (2) will be provided, within the (10) Business Days of accepting the engagement, with a definitive written statement from Seller and Buyer of their respective positions and a copy of the Net Working Capital Statement and the NWC Protest Letter; (3) will be advised in the engagement letter that the Parties accept the Arbiter as the appropriate Person to interpret this Agreement for all purposes relevant to the resolution of the NWC Challenged Amount; (4) will be granted access to all records and personnel of the Companies and (5) will have forty-five (45) days to carry out a review and prepare a written statement of its decision regarding the NWC Challenged Amount, which shall be binding and final upon Seller and Buyer. In no event shall the Arbiter's determination be outside of the range of amounts claimed by the respective Parties with respect to those items in dispute. Each party shall Party will be afforded an the opportunity to present to the Independent Auditor Arbiter any material relating such Party deems relevant to the disputed issues and to discuss the determination with the Independent Auditordetermination. The Independent Auditor decision of the Arbiter shall act as an auditor be final and not as an arbitrator binding upon the Parties except in the event of manifest error (when the relevant part of their determination shall be void and the matter shall be remitted to the Arbiter for correction) and shall resolve matters be in substitution for and precludes the bringing of any Proceedings, including in any court, in connection with any dispute and adjust and establish any disputed adjustment of the Net Working Capital Amount to reflect such resolution, provided that the Independent Auditor shall not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand. It is the intent of Buyer and Sellers that the process set forth in under this Section 11(F) and the activities of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Sellers and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such disagreements as promptly as practicable. The resolution of the dispute by the Independent Auditor shall be final, binding and non-appealable on the parties hereto. The Final NWC Certificate shall be modified if necessary to reflect such determination2.6. The fees and expenses of the Independent Auditor Arbiter incurred in resolving the disputed matter shall be allocated for payment shared equally by BuyerSeller, on the one hand, and/or Sellersand Buyer, on the other hand, based upon . (f) Not later than the percentage which fifth (5th) Business Day after the portion final determination of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Auditor. If the Final Net Working Capital Amount as finally determined is made pursuant to this Section 2.6: (i) if the dispute resolution procedures described above Final Net Working Capital is less than the Estimated Working Capital, then Seller shall pay to Buyer, by wire transfer of immediately available funds to the account or accounts designated in writing by Buyer prior to such fifth (5th) Business Day, the amount of such difference together with interest thereon at the Applicable Rate from and including the Closing Date to but excluding the date of payment; or (ii) if the Final Net Working Capital is greater than the Estimated Net Working Capital Amount shown on the Estimated NWC CertificateCapital, then Buyer shall pay to Sellers cash equal Seller by wire transfer of immediately available funds to the amount account or accounts designated in writing by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount. If the Net Working Capital Amount as finally determined pursuant Seller prior to the dispute resolution procedures described above is less than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificatesuch fifth (5th) Business Day, then Sellers shall pay to Buyer cash equal to the amount by which of such difference together with interest thereon at the Estimated Net Working Capital Amount exceeds Applicable Rate from and including the Net Working Capital AmountClosing Date to but excluding the date of payment.

Net Working Capital. At least three (3a) business days No later than two (2) Business Days prior to Closing, Logitech shall have delivered to the Closing Date, Sellers shall deliver to Buyer Lead Investor a certificate written statement (the “Estimated NWC CertificateNet Working Capital Statement”) which sets forth an estimate of the amount of Net Working Capital (such estimate, the “Estimated Net Working Capital”), including a consolidated balance sheet of the Company as of the Closing Date, prepared which shall be calculated in accordance with the accounting principles, methods, practices, estimatesprocedures, judgments policies and assumptions applied in the preparation of the Company’s financial statements, consistently applied methods set forth on Exhibit N (the “Accounting Principles”), which shall include . (ab) To the Sellers’ good faith estimate (such estimate is referred to as extent that the “Estimated Net Working Capital Amount”) of the “Net Working Capital Amount.” As used herein, “Net Working Capital Amount” means the Net Working Capital of the Company as of 11:59 p.m. EST on the day immediately preceding the Closing Date. “Net Working Capital” means the result of (i) all cash of the Company minus (ii) all current liabilities (excluding the Existing Indebtedness) of the CompanyClosing, in each case as determined in accordance with Section 8.1(a) above, is greater than $20,000,000 (the “Upper Target Working Capital Amount”) or less than $18,000,000 (the “Lower Target Working Capital Amount”), Logitech shall, on the date of Closing, contribute funds to, or receive a distribution of funds from, the Company, as applicable, necessary to cause Net Working Capital, as of the Closing, to be no less than the Lower Target Working Capital Amount or no more than the Upper Target Working Capital Amount, as applicable (the “Closing Net Working Capital Adjustment”). (c) Within sixty (60) days after the Closing, the Lead Investor shall deliver to Logitech a written statement (the “Working Capital Reconciliation Notice”) which includes a calculation of the actual Net Working Capital based on the Accounting Principles. The Purchase Price at Closing shall be increased by , and the difference, if any, between the Estimated Net Working Capital Amount. No later than ninety (90) days following and such calculation of the Closing Date, Buyer shall prepare and deliver to Sellers (i) a consolidated balance sheet actual Net Working Capital of the Company dated at the Closing Date, which shall be prepared in accordance with the Accounting Principles and (ii) a reasonably detailed statement (the “Final NWC Certificate”) setting forth Buyer’s calculations as of the Closing. (d) If Logitech disputes the actual Net Working Capital Amount. If Sellers have any objections to the Final NWC Certificate, Sellers shall deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”), provided that the only bases for objections shall be (i) non-compliance with the standards set forth above for preparation of the Final NWC Certificate, or as set forth in the definition Working Capital Reconciliation Notice, Logitech shall deliver to the Lead Investor written notice of such dispute (the “Working Capital Dispute Notice”) within thirty (30) days of receipt of the Working Capital Reconciliation Notice, which shall list with reasonable specificity the points of disagreement with the calculation of the actual Net Working Capital, and (ii) mathematical errors. If an Objections Statement is not delivered Logitech’s failure to Buyer provide a Working Capital Dispute Notice within thirty (30) days after delivery receipt of the Final NWC Certificate, the Final NWC Certificate Working Capital Reconciliation Notice shall be final, binding and non-appealable by deemed an acceptance of the parties hereto. Sellers and Buyer shall negotiate in good faith to resolve any objections calculation of the actual Net Working Capital set forth in the Objections Statement Working Capital Reconciliation Notice. Upon receipt of the Working Capital Dispute Notice, the Lead Investor and Logitech shall promptly consult with each other with respect to the specified points of disagreement in an effort to resolve the dispute during the thirty (30) days immediately following receipt of the Working Capital Dispute Notice, or such longer period as the Lead Investor and Logitech may mutually agree. Any such disputed items that are resolved by the Lead Investor and Logitech during such period shall be final and binding on the parties hereto and not subject to appeal. If the Lead Investor and Logitech do not resolve all such discussions related thereto shalldisputed items by the end of such thirty (30) day period, unless otherwise agreed by Buyer and Sellersthen, be governed by Rule 408 at the request of the Federal Rules Lead Investor or Logitech, as applicable, the Lead Investor and Logitech shall submit all items remaining in dispute with respect to the Working Capital Dispute Notice to a nationally recognized independent accounting firm upon which the Lead Investor and Logitech shall reasonably agree (the “Accounting Firm”) for review and resolution. The Accounting Firm shall act as an expert and not an arbitrator. The Accounting Firm shall make all calculations in accordance with the Accounting Principles, shall determine only those items remaining in dispute between the Lead Investor and Logitech, and shall only be permitted or authorized to determine an amount with respect to any such disputed item that no greater than the highest and no less than the lowest of Evidence the positions of the Lead Investor in the Working Capital Reconciliation Notice and Logitech in the Working Capital Dispute Notice, as applicable. Each of the Lead Investor and Logitech shall (i) enter into a customary engagement letter with the Accounting Firm at the time such dispute is submitted to the Accounting Firm and any applicable similar state rule))otherwise cooperate with the Accounting Firm, but if they do not reach (ii) have the opportunity to submit a final resolution written statement in support of their respective positions with respect -29- to such disputed items, to provide supporting material to the Accounting Firm in defense of their respective positions with respect to such disputed items and to submit a written statement responding to the other party’s position with respect to such disputed items and (iii) subject to customary confidentiality and indemnity agreements, provide the Accounting Firm with access to the Company’s books, records, personnel and representatives and such other information as the Accounting Firm may require in order to render its determination. The Accounting Firm shall be instructed to deliver to the Lead Investor and Logitech a written determination (such determination to include a worksheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Accounting Firm by the Lead Investor, the Company and Logitech) of the disputed items within thirty (30) days after the delivery of receipt of the Objections Statementdisputed items, Sellers which determination shall be final and Buyer may submit such dispute binding on the parties hereto and not subject to one appeal. Fifty percent (50%) of any expenses relating to the engagement of the “Big Four” accounting firms other than Ernst & Young LLP or PricewaterhouseCoopers LLPAccounting Firm shall be paid by Logitech and fifty percent 50% of such expenses shall be paid by the Investors. (e) If, or, in upon the event that any such auditor is unable to accept such appointment, to any other nationally recognized independent accounting firm mutually acceptable to Buyer and Sellers final determination of the actual Net Working Capital of the Company as of the Closing (the “Independent AuditorFinal Net Working Capital”). Each party , the Closing Net Working Capital Adjustment calculated using the Final Net Working Capital would be greater than the Upper Target Working Capital Amount or less than the Lower Target Working Capital Amount calculated pursuant to Section 8.1(b) using the Estimated Net Working Capital, then Logitech shall be afforded contribute funds to, or receive a distribution of funds from, the Company, as applicable, in an opportunity amount such that, after taking into account all payments made pursuant to present to the Independent Auditor material relating to the disputed issues Sections 8.1(b) and to discuss the determination with the Independent Auditor. The Independent Auditor shall act as an auditor and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed adjustment of (e), the Net Working Capital Amount to reflect such resolution, provided that as of the Independent Auditor shall not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand, or Closing is no less than the smallest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand. It is the intent of Buyer and Sellers that the process set forth in this Section 11(F) and the activities of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Sellers and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such disagreements as promptly as practicable. The resolution of the dispute by the Independent Auditor shall be final, binding and non-appealable on the parties hereto. The Final NWC Certificate shall be modified if necessary to reflect such determination. The fees and expenses of the Independent Auditor shall be allocated for payment by Buyer, on the one hand, and/or Sellers, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Auditor. If the Net Lower Target Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is greater or no more than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Buyer shall pay to Sellers cash equal to the amount by which the Net Working Capital Amount exceeds the Estimated Net Upper Target Working Capital Amount. If the Net Working Capital Amount , as finally determined pursuant to the dispute resolution procedures described above is less than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Sellers shall pay to Buyer cash equal to the amount by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amountapplicable.

Net Working Capital. (a) The parties hereto expect and intend that, from December 31, 2004 through the Closing Date, the Business has been and will be operated in a manner consistent with prior practices, and consistent with the Seller’s ongoing operations. (b) At least three (3) 2 business days prior to the estimated Closing Date, Sellers Seller shall prepare in good faith and deliver to Buyer a certificate preliminary projected balance sheet as of the anticipated Closing Date (the “Estimated NWC CertificateClosing Balance Sheet”). The Closing Balance Sheet shall be prepared according to GAAP consistent with the Seller’s past practices and shall be accompanied by a projected statement of income in accordance with GAAP consistent with the Seller’s past practices for the period ended (the “Closing Statement”). In addition to the Closing Balance Sheet, including the Seller shall provide on the Closing Date a consolidated balance sheet of schedule reasonably detailing the Company Seller’s estimate as of the projected Closing Date, Date (the “Seller Estimated NWC”) of the net working capital of the Seller prepared in accordance with the accounting principlesprovisions set forth on Exhibit 3.2(b) (the “Net Working Capital”), methods, practices, estimates, judgments and assumptions applied including evidence reasonably satisfactory to Buyer of all prepaid amounts included in the Seller Estimated NWC. The Seller shall consult with Buyer during the preparation of the Company’s financial statementsClosing Balance Sheet, consistently applied the Closing Statement and the Seller Estimated NWC. (c) As promptly as practicable after the “Accounting Principles”)Closing, which but in no event more than 60 days after the Closing, Buyer shall include (a) the Sellers’ good faith estimate (such estimate is referred to as the “Estimated Net Working Capital Amount”) of the “Net Working Capital Amount.” As used herein, “Net Working Capital Amount” means prepare a schedule calculating the Net Working Capital of the Company as of 11:59 p.m. EST on the day immediately preceding the Closing Date. “Net Working Capital” means the result of (i) all cash of the Company minus (ii) all current liabilities (excluding the Existing Indebtedness) of the Company, in each case determined prepared in accordance with the Accounting Principlesprovisions set forth on Exhibit 3.2(b) (the “Buyer Estimated NWC”), and may engage KPMG LLP or such other nationally recognized accounting firm to verify the determination of the Buyer Estimated NWC at Buyer’s sole cost. The Purchase Price at Closing shall be increased by the Buyer Estimated Net Working Capital Amount. No later than ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Sellers (i) a consolidated balance sheet of the Company dated at the Closing Date, which NWC shall be prepared in accordance with the Accounting Principles and (ii) a reasonably detailed statement (the “Final NWC Certificate”) setting forth Buyer’s calculations of the Net Working Capital Amount. If Sellers have any objections to the Final NWC Certificate, Sellers shall deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”), provided that the only bases for objections shall be (i) non-compliance with the standards provisions set forth above for preparation of the Final NWC Certificate, or as set forth in the definition of Net Working Capital, and (ii) mathematical errors. If an Objections Statement is not delivered to Buyer within thirty (30) days after delivery of the Final NWC Certificate, the Final NWC Certificate shall be final, binding and non-appealable by the parties hereto. Sellers and Buyer shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Sellers, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement, Sellers and Buyer may submit such dispute to one of the “Big Four” accounting firms other than Ernst & Young LLP or PricewaterhouseCoopers LLP, or, in the event that any such auditor is unable to accept such appointment, to any other nationally recognized independent accounting firm mutually acceptable to Buyer and Sellers (the “Independent Auditor”). Each party shall be afforded an opportunity to present to the Independent Auditor material relating to the disputed issues and to discuss the determination with the Independent Auditor. The Independent Auditor shall act as an auditor and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed adjustment of the Net Working Capital Amount to reflect such resolution, provided that the Independent Auditor shall not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand. It is the intent of Buyer and Sellers that the process set forth in this Section 11(F) and the activities of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Sellers and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such disagreements as promptly as practicable. The resolution of the dispute by the Independent Auditor shall be final, binding and non-appealable on the parties hereto. The Final NWC Certificate shall be modified if necessary to reflect such determination. The fees and expenses of the Independent Auditor shall be allocated for payment by Buyer, on the one hand, and/or Sellers, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Auditor. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is greater than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Buyer shall pay to Sellers cash equal to the amount by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is less than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Sellers shall pay to Buyer cash equal to the amount by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount.Exhibit 3.2

Net Working Capital. At least three (3) business days prior In connection with this transaction, it is assumed that the net working capital of BUDEE at the Effective date will be $0.00. If the net working capital is more than $0.00 at the Effective date, the cash portion of the merger consideration will be adjusted accordingly in a Post-Closing Adjustment. If the Net Working Capital exceeds $85,000 due to Parent than Parent shall prepare and on no later than the 90th day following the Closing Date deliver to the Closing Date, Sellers shall deliver to Buyer a certificate (the “Estimated NWC Certificate”), including a consolidated BUDEE an unaudited balance sheet of the Company as of the Closing Date, prepared in accordance with GAAP together with a certificate executed by the accounting principles, methods, practices, estimates, judgments and assumptions applied in the preparation chief financial officer of the Company’s financial statements, consistently applied Parent (the “Accounting Principles”), which shall include (a) the Sellers’ good faith estimate (such estimate is referred to as the “Estimated Net Working Capital Amount”) of the “Net Working Capital Amount.” As used herein, “Net Working Capital Amount” means the Net Working Capital of the Company as of 11:59 p.m. EST on the day immediately preceding the Post-Closing Date. “Net Working Capital” means the result of (i) all cash of the Company minus (ii) all current liabilities (excluding the Existing Indebtedness) of the Company, in each case determined in accordance with the Accounting Principles. The Purchase Price at Closing shall be increased by the Estimated Net Working Capital Amount. No later than ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Sellers (i) a consolidated balance sheet of the Company dated at the Closing Date, which shall be prepared in accordance with the Accounting Principles and (ii) a reasonably detailed statement (the “Final NWC Certificate”) setting forth Buyer’s calculations forth: The actual amount of the (1) Net Working Capital Amount. If Sellers have any objections to (the Final NWC Certificate, Sellers shall deliver to Buyer a statement setting forth its objections thereto (an “Objections StatementActual Net Working Capital”), provided that (2) the only bases for objections shall be aggregate amount of all cash and cash equivalents (ithe “Actual Cash”), and (3) non-compliance the aggregate amount of Indebtedness (the “Actual Indebtedness”). If the BUDEE disagrees with the standards set forth above for preparation Parent’s calculation of the Final NWC Certificate, or as set forth in the definition of Net New Working Capital, and (ii) mathematical errors. If an Objections Statement is not delivered then BUDEE shall deliver a Notice of Disagreement to Buyer within thirty (30) days after delivery of the Final NWC Certificate, the Final NWC Certificate shall be final, binding and non-appealable by the parties hereto. Sellers and Buyer shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Sellers, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution Parent within thirty (30) days after the delivery BUDEE’s receipt of the Objections Statement, Sellers and Buyer may submit such dispute to one of the “Big Four” accounting firms other than Ernst & Young LLP or PricewaterhouseCoopers LLP, or, in the event that any such auditor is unable to accept such appointment, to any other nationally recognized independent accounting firm mutually acceptable to Buyer and Sellers Post-Closing Certificate (the “Independent AuditorNotice of Disagreement”). Each party The Notice of Disagreement shall set forth in reasonable detail the basis for the BUDEE’s disagreement with the Parent’s determination of the Post-Closing Adjustment, the US dollar amounts of the proposed adjustments and the BUDEE’s good faith estimate of the Post-Closing Adjustment. If no Notice of Disagreement is received by Parent within such thirty (30) day period, then the Post-Closing Certificate (and the Post-Closing Adjustment reflected therein) shall be afforded an opportunity deemed to present to have been accepted by the Independent Auditor material relating to BUDEE, shall become final and binding upon the disputed issues and to discuss the determination with the Independent Auditor. The Independent Auditor shall act as an auditor and not as an arbitrator Parties and shall be the “Final Closing Statement.” d. During the thirty (30) days immediately following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve matters in dispute and adjust and establish any disputed adjustment of the Net Working Capital Amount to reflect such resolution, provided differences that the Independent Auditor shall not assign a value they may have with respect to any item or amount specified in the Notice of Disagreement. If at the end of such thirty (30) day period the Parties have been unable to agree upon a Final Closing Statement, the Parties shall submit to a mutually agreed upon Neutral Accountant for review and resolution of any and all items set out in the Notice of Disagreement that remain in dispute. The Neutral Accountant shall use commercially practicable efforts to make a final determination of the items that remain in dispute greater than with respect to the greatest value determination of the Post-Closing Adjustment within thirty (30) days thereof. The Post-Closing Adjustment, as so determined, shall be final and binding upon the Parties for all purposes of this Agreement and shall be the “Final Closing Adjustment,” and the Post-Closing Certificate reflecting amounts agreed by the Parties and the Final Closing Adjustment as determined pursuant to this paragraph, shall become final and binding upon the Parties and shall be the “Final Closing Statement.” During the thirty (30) day review by the Neutral Accountant, the Parties shall make available to the Neutral Accountant access to such item or amount assigned individuals, information, books and records as may be reasonably required by Sellers, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other handNeutral Accountant to make its final determination. It is the intent of Buyer and Sellers that the process The Neutral Accountant may not make any determination with respect to any items not set forth in this Section 11(F) and the activities Notice of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules Disagreement or with respect to procedures items otherwise resolved by Parent and discovery). Sellers the BUDEE and Buyer any items set forth in the Notice of Disagreement shall use their commercially reasonable efforts to cause be resolved based upon the Independent Auditor to resolve all such disagreements as promptly as practicable. The resolution determination of the dispute by the Independent Auditor Neutral Accountant and shall be final, binding and non-appealable on deemed to be part of the parties hereto. The Final NWC Certificate shall be modified if necessary to reflect such determinationClosing Statement. The fees and expenses of the Independent Auditor Neutral Accountant shall be allocated for payment by Buyershared equally between the BUDEE, on the one hand, and/or Sellersand the Parent, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Auditor. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is greater than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Buyer shall pay to Sellers cash equal to the amount by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is less than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Sellers shall pay to Buyer cash equal to the amount by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount.

Net Working Capital. (a) At least three (3) business days prior to the Closing Date, the Sellers shall deliver to Buyer its good faith calculation of Estimated Net Working Capital, Closing Indebtedness and the Purchase Price. The Sellers and Buyer shall negotiate in good faith to resolve any disagreement with respect to the Estimated Net Working Capital, Closing Indebtedness and the Purchase Price prior to the Closing. The Estimated Net Working Capital shall be determined in accordance with GAAP and consistent with the methodology set forth on Exhibit C attached hereto. (b) As promptly as possible, but in any event within ninety (90) days after the Closing Date, (i) Buyer will deliver to the Sellers a certificate balance sheet of the Company and its Subsidiaries (the “Estimated NWC CertificateClosing Balance Sheet”) and a statement showing the calculation of Net Working Capital and its calculation of any adjustments pursuant to Section 2.03(c) below, derived from the Closing Balance Sheet (together with the Closing Balance Sheet, the “Preliminary Net Working Capital Statement”) and (ii) the Sellers will deliver to Buyer a copy of the final federal income Tax return for the Company on IRS Form 1065 for the period that ends on the Closing Date (the “Final Return”). The Closing Balance Sheet shall be prepared, including and Net Working Capital shall be determined, on a consolidated basis in accordance with GAAP and with the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimations methodology, as were used in preparation of the audited consolidated balance sheet of the Company and its Subsidiaries as of the fiscal year ended December 31, 2006 (the “2006 Balance Sheet”). The Net Working Capital and the related Purchase Price adjustment shall be derived from the Closing Date, prepared Balance Sheet and determined in accordance with GAAP and consistent with the methodology set forth on Exhibit C attached hereto. The parties agree that the purpose of preparing the Closing Balance Sheet and determining Net Working Capital and the related Purchase Price adjustment contemplated by Section 2.03(c) is to measure changes in Net Working Capital, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, methods, practices, estimatesprocedures, judgments classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheet or determining Net Working Capital. After delivery of the Preliminary Net Working Capital Statement, Buyer shall give the Sellers and assumptions applied in its accountants reasonable access to review the Company’s and its Subsidiaries’ books and records and work papers related to the preparation of the Company’s financial statements, consistently applied (the “Accounting Principles”), which shall include (a) the Sellers’ good faith estimate (such estimate is referred to as the “Estimated Preliminary Net Working Capital Amount”) Statement. The Sellers and their accountants may make reasonable inquires of Buyer, the “Company and their respective accountants regarding questions concerning, or disagreements with, the Preliminary Net Working Capital Amount.” As used hereinStatement arising in the course of its review thereof, “Net Working Capital Amount” means the Net Working Capital of and Buyer shall use its, and shall cause the Company as of 11:59 p.m. EST on the day immediately preceding the Closing Date. “Net Working Capital” means the result of (i) all cash of the Company minus (ii) all current liabilities (excluding the Existing Indebtedness) of the Companyto use its, in each case determined in accordance commercially reasonable efforts to cause any such accountants to cooperate with the Accounting Principles. The Purchase Price at Closing shall be increased by the Estimated Net Working Capital Amount. No later than ninety (90) days following the Closing Date, Buyer shall prepare and deliver respond to Sellers (i) a consolidated balance sheet of the Company dated at the Closing Date, which shall be prepared in accordance with the Accounting Principles and (ii) a reasonably detailed statement (the “Final NWC Certificate”) setting forth Buyer’s calculations of the Net Working Capital Amountsuch reasonable inquiries. If the Sellers have any objections to the Final NWC CertificatePreliminary Net Working Capital Statement, the Sellers shall deliver to Buyer a statement setting forth its their objections thereto (an “Objections Statement”), provided that the only bases for objections shall be (i) non-compliance with the standards set forth above for preparation of the Final NWC Certificate, or as set forth in the definition of Net Working Capital, and (ii) mathematical errors. If an Objections Statement is not delivered to Buyer within thirty (30) 30 days after delivery of the Final NWC CertificatePreliminary Net Working Capital Statement, the Final NWC Certificate Preliminary Net Working Capital Statement shall be final, binding and non-appealable nonappealable by the parties hereto. The Sellers and Buyer shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Sellers, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule))objections, but if they do not reach a final resolution within thirty (30) 15 days after the delivery of the Objections Statement, the Sellers and or Buyer may submit such dispute to one of the “Big Four” accounting firms other than Ernst & Young PricewaterhouseCoopers LLP or PricewaterhouseCoopers LLP, or, in the event that any such auditor is unable to accept such appointment, to any other nationally recognized independent accounting firm a mutually acceptable to Buyer and Sellers qualified dispute resolution firm (the “Independent Dispute Resolution Auditor”). Each party shall be afforded an opportunity to present Any further submissions to the Independent Dispute Resolution Auditor material relating must be written and delivered to each party to the disputed issues and to discuss the determination with the Independent Auditordispute. The Independent Dispute Resolution Auditor shall act consider only those items and amounts which are identified in the Objections Statement as an auditor being items which the Sellers and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed adjustment Buyer are unable to resolve. The Dispute Resolution Auditor’s determination will be based on the definition of the Net Working Capital Amount to reflect such resolution, provided that the Independent Auditor shall not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other handcontained herein. It is the intent of Buyer and Sellers that the process set forth in this Section 11(F) and the activities of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). The Sellers and Buyer shall use their commercially reasonable efforts to cause the Independent Dispute Resolution Auditor to resolve all such disagreements as promptly soon as practicablepracticable and in any event within 45 days after the submission of any dispute. Further, the Dispute Resolution Auditor’s determination shall be based solely on the presentations by Buyer and the Sellers (or their respective independent auditors or other agents) which are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Independent Dispute Resolution Auditor shall be final, binding and non-appealable nonappealable on the parties hereto. The Final NWC Certificate shall be modified if necessary to reflect such determination. The fees and expenses of the Independent Dispute Resolution Auditor shall be allocated for payment between and paid by Buyer, on Buyer and/or the one hand, and/or Sellers, on the other hand, Sellers based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Dispute Resolution Auditor. . (c) If the amount of (i) Net Working Capital Amount as finally determined pursuant to Section 2.03(b) above plus (ii) the dispute resolution procedures described above Prorated Tax is greater than the Estimated Net Working Capital Amount shown on the Estimated NWC CertificateCapital, then Buyer shall promptly pay to the Sellers cash equal to the amount by which of such excess in cash. If the amount of (x) Net Working Capital Amount exceeds the Estimated Net Working Capital Amount. If the Net Working Capital Amount as finally determined pursuant to Section 2.03(b) above plus (y) the dispute resolution procedures described above Prorated Tax is less than the Estimated Net Working Capital Amount shown on Capital, the Estimated NWC Certificate, then Sellers shall promptly pay to Buyer in cash equal to the amount by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amountof such shortfall. Payments to be made pursuant to this Section 2.03(b) shall be made in accordance with Section 2.04.

Net Working Capital. (a) At least three five (35) business days Business Days prior to the Closing Date, the Sellers shall deliver (or cause to Buyer be delivered) to the Purchasers a certificate good faith estimate of the Net Working Capital (the “Estimated NWC CertificateNet Working Capital”), including showing in reasonable detail the calculation thereof in accordance with the Accounting Principles, and, based thereon, a calculation of the sum of the Base Price plus or minus, as applicable, the difference between the Estimated Net Working Capital and the Target Working Capital and minus the Assumed Indebtedness (if any) and minus the Australian Promissory Note Purchase Price (such aggregate being, the “Estimated Purchase Price”). In their preparation of the Estimated Net Working Capital, the Sellers shall (i) consult with the Purchasers (which shall include, upon Purchaser’s reasonable request, providing the Purchasers and their advisors with supporting documentation in relation to the calculation of such estimates) and (ii) consider any reasonable comments of the Purchasers and their advisors. (b) As promptly as possible, but in any event within sixty (60) days after the Closing Date, the Purchasers shall cause the Companies to prepare and deliver to the Sellers an unaudited consolidated balance sheet of the Company Companies and their respective Subsidiaries as of the Closing Date, prepared in accordance with the accounting principles, methods, practices, estimates, judgments and assumptions applied in the preparation of the Company’s financial statements, consistently applied Effective Time (the “Accounting PrinciplesClosing Balance Sheet”), which shall include (a) and a statement showing the Sellers’ good faith estimate (such estimate is referred to as the “Estimated Net Working Capital Amount”) calculation of the “Net Working Capital Amount.” As used herein, “Net Working Capital Amount” means the Net Working Capital derived from the Closing Balance Sheet, together with the detailed working papers which support the contents of the Company as of 11:59 p.m. EST on the day immediately preceding Closing Balance Sheet (together with the Closing DateBalance Sheet, the “Preliminary Statement”). “The Closing Balance Sheet shall be prepared and the Net Working Capital” means the result of (i) all cash of the Company minus (ii) all current liabilities (excluding the Existing Indebtedness) of the Company, in each case Capital shall be determined in accordance with the Accounting Principles. The Purchase Price at Closing shall be increased by the Estimated For clarity, an illustrative calculation of Net Working Capital Amount. No later than ninety (90) days following as though the Closing Datehad occurred on June 30, Buyer shall prepare and deliver to Sellers (i) a consolidated balance sheet 2016, which the parties hereto agree has been calculated properly for purposes of this Section 1.5(b), is included on Schedule 1.5(b). After delivery of the Company dated at Preliminary Statement, the Closing DatePurchasers and Companies shall give the Sellers and their advisors reasonable access during the 30-day period after delivery of the Preliminary Statement to review the work papers, which books, records and schedules prepared by the Companies and their accountants in connection with the preparation of the Preliminary Statement, provided that such access shall be prepared in accordance a manner that does not unreasonably interfere with the Accounting Principles normal business operations of any Company. The Sellers and (ii) a reasonably detailed statement (the “Final NWC Certificate”) setting forth Buyer’s calculations their accountants may make reasonable inquiries of the Net Working Capital AmountCompanies and their accountants regarding questions concerning, or disagreements with, the Preliminary Statement arising in the course of their review thereof, and the Companies shall use commercially reasonable efforts to cause their accountants to cooperate with and respond to such inquiries. If the Sellers have any objections to the Final NWC CertificatePreliminary Statement, the Sellers shall deliver to Buyer the Companies and the Purchasers a statement setting forth its in reasonable detail their objections thereto and proposed adjustments to the Preliminary Statement and the reasons therefor (an “Objections Statement”), provided that the only bases for objections shall be (i) non-compliance with the standards set forth above for preparation of the Final NWC Certificate, or as set forth in the definition of Net Working Capital, and (ii) mathematical errors. If an Objections Statement is not delivered to Buyer by the Sellers within thirty (30) days after delivery of the Final NWC CertificatePreliminary Statement, the Final NWC Certificate Preliminary Statement shall be final, binding and non-appealable by the parties hereto. The Sellers and Buyer the Purchasers shall negotiate in good faith to resolve any objections and agree any proposed adjustments set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Sellers, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule))Statement, but if they do not reach a final resolution with respect to all of the matters set forth in the Objections Statement within thirty fifteen (3015) days after the delivery of the Objections Statement, the Sellers and Buyer may the Purchasers shall submit such any amounts remaining in dispute to one of the “Big Four” accounting firms other than Ernst & Young LLP or PricewaterhouseCoopers LLP, or, in the event that any such auditor is unable to accept such appointment, to any other nationally recognized independent accounting firm mutually acceptable to Buyer and Sellers an Independent Expert (the “Independent AuditorDispute Resolution Accountants”). Each party shall be afforded an opportunity to present to the Independent Auditor material relating to the disputed issues and to discuss the determination with the Independent Auditor. The Independent Auditor shall act as an auditor and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed adjustment of the Net Working Capital Amount to reflect such resolution, provided that the Independent Auditor shall not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by SellersPurchasers, on the one hand, or Buyerand the Sellers, on the other hand, shall submit an affidavit to the other evidencing no conflict or less than other meaningful professional relationship with the smallest value Dispute Resolution Accountants, and the Dispute Resolution Accountants shall so certify in writing to the Purchasers and the Sellers that no such conflicts or other meaningful professional relationships exist. Any further submissions to the Dispute Resolution Accountants must be written and contemporaneously delivered to each party to the dispute. The Dispute Resolution Accountants shall consider only those items and amounts which are identified in the Objections Statement as being items which the Sellers and the Purchasers are unable to resolve (“Disputed Amounts”). The Dispute Resolution Accountants’ determination will be based solely on the definition of Net Working Capital contained herein and its decision for each Disputed Amount must be within the range of values assigned to each such item or amount assigned by Sellers, on in the one hand, or Buyer, on the other hand. It is the intent of Buyer and Sellers that the process set forth in this Section 11(F) Preliminary Statement and the activities of the Independent Auditor in connection herewith are not intended to be andObjections Statement, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery)respectively. The Sellers and Buyer the Purchasers shall use their commercially reasonable efforts to cause the Independent Auditor Dispute Resolution Accountants to resolve all such disagreements Disputed Amounts as promptly soon as practicablepracticable and in any event within twenty (20) days after the submission of any dispute. Further, the Dispute Resolution Accountants’ determination shall be based solely on the presentations by the Purchasers and the Sellers which are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Independent Auditor Dispute Resolution Accountants shall be final, binding and non-appealable on the parties hereto. . (c) The Final NWC Certificate Purchasers shall be modified if necessary to reflect such determination. The pay a portion of the fees and expenses of the Independent Auditor Dispute Resolution Accountants equal to 100% multiplied by a fraction, the numerator of which is the Disputed Amounts submitted to the Dispute Resolution Accountants that are resolved in favor of the Sellers and the denominator of which is the total amount of Disputed Amounts submitted to the Dispute Resolution Accountants. The Sellers shall be allocated for payment by Buyer, on the one hand, and/or Sellers, on the other hand, based upon the percentage which the pay that portion of the contested amount fees and expenses of the Dispute Resolution Accountants that the Purchasers are not awarded required to each party bears to the amount actually contested by such party, as determined by the Independent Auditor. pay hereunder. (d) If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above in accordance with Section 1.5(b) is greater than the Estimated Net Working Capital Amount shown on Capital, (i) the Estimated NWC Certificate, then Buyer Purchasers shall promptly pay or cause the Companies to pay to or as directed by the Sellers cash equal such excess amount in accordance with Section 1.6, and (ii) the Working Capital Escrow Amount shall be released in its entirety together with all accrued interest thereon by the Escrow Agent to the amount by which Sellers, and the Net Working Capital Amount exceeds Purchasers shall timely cooperate and provide any written authorization or direction to the Estimated Net Working Capital AmountEscrow Agent as prescribed under the Escrow Agreement to facilitate such release. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above in accordance with Section 1.5(b) is less than the Estimated Net Working Capital Amount shown on the Estimated NWC CertificateCapital, then such shortfall amount shall be paid by the Escrow Agent from the Working Capital Escrow Amount pursuant to the terms of the Escrow Agreement and the Sellers shall timely cooperate and provide any written authorization or direction to the Escrow Agent as prescribed under the Escrow Agreement to facilitate such release. If such shortfall amount is greater than the Working Capital Escrow Amount, then the Sellers shall promptly pay to Buyer cash equal to or as directed by the Purchasers the amount by which such shortfall amount exceeds the Estimated Net Working Capital Escrow Amount in accordance with Section 1.6. (e) For the purposes of this Section 1.5, ordinary mathematical conventions shall apply to determine whether or not an amount (“x”) exceeds another amount (“y”), so that, where one or both of x and y is a negative number: (i) if x < 0, y > 0, then y > x. For example, if x = - 50 and y = 65, then y will exceed x (with the Net Working Capital Amountamount of such difference being 115); and (ii) if x < 0, y < 0, then x > y if (0 – x) < (0 – y). For example, if x = -50 and y = -65, then x will exceed y (with the amount of such difference being 15). (f) All payments made pursuant to this Section 1.5 shall be treated for all purposes as an adjustment to the Purchase Price.

Net Working Capital. At least three (3a) business days prior to On the Closing Date, Sellers the Company shall deliver to the Buyer a certificate (the “Estimated NWC Certificate”), including a consolidated balance sheet of the Company as of the close of business on the business day immediately preceding the Closing Date, prepared in accordance with the accounting principles, methods, practices, estimates, judgments and assumptions applied Date in the preparation form of the Company’s financial statements, consistently applied Exhibit B (the “Accounting Principles”), which shall include (a) the Sellers’ good faith estimate (such estimate is referred to as the “Estimated Net Working Capital AmountClosing Balance Sheet”) of and calculating the “Net Working Capital Amount.” As used herein, “Net Working Capital Amount” means the Net Working Capital consolidated working capital of the Company as of 11:59 p.m. EST on the day immediately preceding such date. The Closing Balance Sheet shall be subject to adjustments made by Company within 30 days of the Closing Date(as so adjusted, the “Final Balance Sheet”). Prior to the Closing, the Parties shall agree on any items that constitute “Net Working CapitalExcluded Assets” means for purposes of the result preparation of the Closing Balance Sheet. Except with respect to the Excluded Assets and the other adjustments specified in Exhibit B-1 hereto, the Closing Balance Sheet and Final Balance Sheet shall (i) all cash of the Company minus (ii) all current liabilities (excluding the Existing Indebtedness) of the Company, in each case determined in accordance with the Accounting Principles. The Purchase Price at Closing shall be increased by the Estimated Net Working Capital Amount. No later than ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Sellers (i) a consolidated balance sheet of the Company dated at the Closing Date, which shall be prepared in accordance with the United States Generally Accepted Accounting Principles consistently applied (“GAAP”) and (ii) a reasonably detailed statement present fairly, in all material respects, the financial condition of the Company as of the date of the Closing. (b) If the amount by which current assets exceeds current liabilities as reflected on the Closing Balance Sheet (the “Final NWC CertificateClosing Working Capital Value”) setting forth Buyer’s calculations is less than $500,000 (the “Target Amount”) the Cash Closing Payment shall be reduced by the difference between such Closing Working Capital Value and the Target Amount and if the Closing Working Capital Value is more than the Target Amount, such the Cash Closing Payment shall be increased by such amount. (c) If the Closing Working Capital Value reflected on the Final Balance Sheet is less than the amount specified in the Closing Balance Sheet, the Stockholders shall promptly repay to Buyer the difference between such Closing Working Capital Value and the Closing Working Capital Value reflected on the Closing Balance Sheet and if and if the Closing Working Capital Value reflected on the Final Balance Sheet is more than the amount specified in the Closing Balance Sheet, the Buyer shall promptly pay the Stockholders the difference. (d) In the event of a dispute over any changes from the Closing Balance Sheet made in the in the Final Balance Sheet, the Parties shall immediately refer the question to a Neutral Accountant selected by them jointly to resolve the question. The determination of the Net Working Capital Amount. If Sellers have any objections to the Final NWC Certificate, Sellers shall deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”), provided that the only bases for objections Neutral Accountant shall be (i) non-compliance with the standards set forth above for preparation of the Final NWC Certificate, or as set forth in the definition of Net Working Capitalbinding on both parties, and (ii) mathematical errors. If an Objections Statement is not delivered to Buyer within thirty (30) days after delivery of fees for the Final NWC Certificate, the Final NWC Certificate Neutral Accountant’s services shall be final, binding and non-appealable borne by the parties hereto. Sellers and Buyer shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Sellers, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement, Sellers and Buyer may submit such dispute to one of the “Big Four” accounting firms other than Ernst & Young LLP or PricewaterhouseCoopers LLP, or, in the event that any such auditor is unable to accept such appointment, to any other nationally recognized independent accounting firm mutually acceptable to Buyer and Sellers (the “Independent Auditor”). Each party shall be afforded an opportunity to present to the Independent Auditor material relating to the disputed issues and to discuss the determination with the Independent Auditor. The Independent Auditor shall act as an auditor and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed adjustment of the Net Working Capital Amount to reflect such resolution, provided that the Independent Auditor shall not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand. It is the intent of Buyer and Sellers that the process set forth in this Section 11(F) and the activities of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Sellers and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such disagreements as promptly as practicable. The resolution of the dispute by the Independent Auditor shall be final, binding and non-appealable on the parties hereto. The Final NWC Certificate shall be modified if necessary to reflect such determination. The fees and expenses of the Independent Auditor shall be allocated for payment by Buyer, on the one hand, and/or Sellers, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Auditorequally. If the Net Neutral Account determines that the Closing Working Capital Amount as finally determined pursuant Value was lower than specified in the Closing Balance Sheet, then within five (5) business days of such determination, the Stockholders shall pay to Buyer an amount equal to the dispute resolution procedures described above is greater than difference. If the Estimated Net Neutral Account determines that the Closing Working Capital Amount shown on Value was higher than specified in the Estimated NWC CertificateClosing Balance Sheet, then within five (5) business days of such determination, the Buyer shall pay to Sellers cash the Representative an amount equal to the difference. The amount by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount. If the Net Working Capital Amount as finally determined pursuant of any adjustment to the dispute resolution procedures described above is less than Purchase Price resulting from subparagraphs (b)-(d) shall be the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Sellers shall pay to Buyer cash equal to the amount by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount“Purchase Price Adjustment.”

Net Working Capital. At least three Sellers shall ensure that the Net Working Capital is zero upon Closing. 3.4.1 If the Net Working Capital is negative upon Closing, Sellers shall pay to Purchaser an amount equal to the difference of (3i) business actual Net Working Capital and (ii) zero (the "Working Capital Difference"). It is expressly agreed that if the Net Working Capital is positive upon Closing, this will not trigger any payments to be made by Purchaser to the Sellers. The Working Capital Difference shall be determined by the Parties in accordance with the procedure set out in this Section 3.4 or, as the case may be, the arbitrator in accordance with the procedure set out in Section 13.5(b). 3.4.2 The Closing Accounts shall be prepared by the Sellers and they shall be delivered to the Purchaser, jointly with copies of the working papers used to draw up the Closing Accounts, within five days prior after the Closing Date. 3.4.3 The Purchaser shall within five days after the delivery to the Purchaser of the Closing Accounts and the related working papers (the "Verification Period"), cause such verification as the Purchaser shall deem useful to be performed with respect to the Closing DateAccounts, at the Purchaser's sole expense. On the basis of that review, the Purchaser may during a ten-day period following the Verification Period propose to the Sellers shall deliver to Buyer a certificate in writing (the “Estimated NWC Certificate”)"Notice of Objection") such adjustments, including a consolidated balance sheet of if any, as shall in the Company Purchaser's judgment be required to determine the Working Capital Difference as of the Closing Date. The Notice of Objection shall contain a statement of the basis of the Purchaser's objection. 3.4.4 If within ten days following the Verification Period the Purchaser has not given the Sellers a Notice of Objection, prepared then the Purchaser shall be deemed to agree with the amount of the Working Capital Difference as shown in the Closing Accounts and that amount shall constitute the Working Capital Difference for the purposes of Section 3.4.1. 3.4.5 If the Purchaser has given the Sellers a Notice of Objection in accordance with the accounting principles, methods, practices, estimates, judgments and assumptions applied in the preparation of the Company’s financial statements, consistently applied (the “Accounting Principles”), which shall include (a) the Sellers’ good faith estimate (such estimate is referred to as the “Estimated Net Working Capital Amount”) of the “Net Working Capital Amount.” As used herein, “Net Working Capital Amount” means the Net Working Capital of the Company as of 11:59 p.m. EST on the day immediately preceding the Closing Date. “Net Working Capital” means the result of (i) all cash of the Company minus (ii) all current liabilities (excluding the Existing Indebtedness) of the Company, in each case determined in accordance with the Accounting Principles. The Purchase Price at Closing shall be increased by the Estimated Net Working Capital Amount. No later than ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Sellers (i) a consolidated balance sheet of the Company dated at the Closing Date, which shall be prepared in accordance with the Accounting Principles and (ii) a reasonably detailed statement (the “Final NWC Certificate”) setting forth Buyer’s calculations of the Net Working Capital Amount. If Sellers have any objections to the Final NWC Certificate, Sellers shall deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”), provided that the only bases for objections shall be (i) non-compliance with the standards set forth above for preparation of the Final NWC Certificate, or as set forth in the definition of Net Working Capital, and (ii) mathematical errors. If an Objections Statement is not delivered to Buyer within thirty (30) days after delivery of the Final NWC CertificateSection 3.4.3, the Final NWC Certificate Parties shall be final, binding and non-appealable by the parties hereto. Sellers and Buyer shall negotiate in good faith attempt to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Sellers, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement, Sellers and Buyer may submit such dispute to one of the “Big Four” accounting firms other than Ernst & Young LLP or PricewaterhouseCoopers LLP, or, in the event that any such auditor is unable to accept such appointment, to any other nationally recognized independent accounting firm mutually acceptable to Buyer and Sellers (the “Independent Auditor”). Each party shall be afforded an opportunity to present to the Independent Auditor material relating to the disputed issues and to discuss agree on the determination with the Independent Auditor. The Independent Auditor shall act as an auditor and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed adjustment amount of the Net Working Capital Amount Difference, in which case that amount shall constitute the Working Capital Difference for the purposes of Section 3.4.1. 3.4.6 If the Parties are not able to reflect such resolutionreach agreement within fifteen days from the notification of the Notice of Objection, provided that then the Independent Auditor Working Capital Difference shall not assign a value be determined in accordance with Section 13.5(b) hereof. In determining the amount of the Working Capital Difference, the arbitrator shall limit its inquiry to any item or amount the disputed issues, i.e. to those items in dispute greater than the greatest value for such item or amount assigned by Sellers, on Closing Accounts to which the one hand, or Buyer, on Purchaser has objected in the other hand, or less than Notice of Objection. 3.4.7 The Sellers shall reimburse the smallest value for such item or amount assigned by Sellers, on Working Capital Difference to the one hand, or Buyer, on Purchaser within 10 days after the other hand. It is final determination of the intent of Buyer and Sellers that the process set forth Working Capital Difference in accordance with this Section 11(F) and 3.4, by wire transfer of immediately available funds to the activities of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Sellers and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such disagreements as promptly as practicable. The resolution of the dispute account designated by the Independent Auditor shall be final, binding and non-appealable on the parties hereto. The Final NWC Certificate shall be modified if necessary to reflect such determination. The fees and expenses of the Independent Auditor shall be allocated for payment by Buyer, on the one hand, and/or Sellers, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Auditor. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is greater than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Buyer shall pay to Sellers cash equal to the amount by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is less than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Sellers shall pay to Buyer cash equal to the amount by which the Estimated Net Working Capital Amount exceeds the Net Working Capital AmountPurchaser.

Net Working Capital. (a) At least three (3) business days prior to the Closing Date, the Sellers shall deliver to Buyer its good faith calculation of Estimated Net Working Capital, Closing Indebtedness and the Purchase Price. The Sellers and Buyer shall negotiate in good faith to resolve any disagreement with respect to the Estimated Net Working Capital, Closing Indebtedness and the Purchase Price prior to the Closing. The Estimated Net Working Capital shall be determined in accordance with GAAP and consistent with the methodology set forth on Exhibit C attached hereto. (b) As promptly as possible, but in any event within ninety (90) days after the Closing Date, Buyer will deliver to the Sellers a certificate balance sheet of the Company and its Subsidiaries (the “Estimated NWC CertificateClosing Balance Sheet”) and a statement showing the calculation of Net Working Capital and its calculation of any adjustments pursuant to Section 2.03(c) below, derived from the Closing Balance Sheet (together with the Closing Balance Sheet, the “Preliminary Net Working Capital Statement”). The Closing Balance Sheet shall be prepared, including and Net Working Capital shall be determined, each as of the Effective Time, on a consolidated basis in accordance with GAAP and with the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimations methodology, as were used in preparation of the audited consolidated balance sheet of the Company and its Subsidiaries as of the fiscal year ended December 31, 2006 (the “2006 Balance Sheet”). The Net Working Capital and the related Purchase Price adjustment shall be derived from the Closing Date, prepared Balance Sheet and determined in accordance with GAAP and consistent with the methodology set forth on Exhibit C attached hereto. The parties agree that the purpose of preparing the Closing Balance Sheet and determining Net Working Capital and the related Purchase Price adjustment contemplated by Section 2.03(c) is to measure changes in Net Working Capital, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, methods, practices, estimatesprocedures, judgments classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheet or determining Net Working Capital. After delivery of the Preliminary Net Working Capital Statement, Buyer shall give the Sellers and assumptions applied in its accountants reasonable access to review the Company’s and its Subsidiaries’ books and records and work papers related to the preparation of the Company’s financial statements, consistently applied (the “Accounting Principles”), which shall include (a) the Sellers’ good faith estimate (such estimate is referred to as the “Estimated Preliminary Net Working Capital Amount”) Statement. The Sellers and their accountants may make reasonable inquires of Buyer, the “Company and their respective accountants regarding questions concerning, or disagreements with, the Preliminary Net Working Capital Amount.” As used hereinStatement arising in the course of its review thereof, “Net Working Capital Amount” means the Net Working Capital of and Buyer shall use its, and shall cause the Company as of 11:59 p.m. EST on the day immediately preceding the Closing Date. “Net Working Capital” means the result of (i) all cash of the Company minus (ii) all current liabilities (excluding the Existing Indebtedness) of the Companyto use its, in each case determined in accordance commercially reasonable efforts to cause any such accountants to cooperate with the Accounting Principles. The Purchase Price at Closing shall be increased by the Estimated Net Working Capital Amount. No later than ninety (90) days following the Closing Date, Buyer shall prepare and deliver respond to Sellers (i) a consolidated balance sheet of the Company dated at the Closing Date, which shall be prepared in accordance with the Accounting Principles and (ii) a reasonably detailed statement (the “Final NWC Certificate”) setting forth Buyer’s calculations of the Net Working Capital Amountsuch reasonable inquiries. If the Sellers have any objections to the Final NWC CertificatePreliminary Net Working Capital Statement, the Sellers shall deliver to Buyer a statement setting forth its their objections thereto (an “Objections Statement”), provided that the only bases for objections shall be (i) non-compliance with the standards set forth above for preparation of the Final NWC Certificate, or as set forth in the definition of Net Working Capital, and (ii) mathematical errors. If an Objections Statement is not delivered to Buyer within thirty (30) 30 days after delivery of the Final NWC CertificatePreliminary Net Working Capital Statement, the Final NWC Certificate Preliminary Net Working Capital Statement shall be final, binding and non-appealable nonappealable by the parties hereto. The Sellers and Buyer shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Sellers, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule))objections, but if they do not reach a final resolution within thirty (30) 15 days after the delivery of the Objections Statement, the Sellers and or Buyer may submit such dispute to one of the “Big Four” accounting firms other than Ernst & Young PricewaterhouseCoopers LLP or PricewaterhouseCoopers LLP, or, in the event that any such auditor is unable to accept such appointment, to any other nationally recognized independent accounting firm a mutually acceptable to Buyer and Sellers qualified dispute resolution firm (the “Independent Dispute Resolution Auditor”). Each party shall be afforded an opportunity to present Any further submissions to the Independent Dispute Resolution Auditor material relating must be written and delivered to each party to the disputed issues and to discuss the determination with the Independent Auditordispute. The Independent Dispute Resolution Auditor shall act consider only those items and amounts which are identified in the Objections Statement as an auditor being items which the Sellers and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed adjustment Buyer are unable to resolve. The Dispute Resolution Auditor’s determination will be based on the definition of the Net Working Capital Amount to reflect such resolution, provided that the Independent Auditor shall not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other handcontained herein. It is the intent of Buyer and Sellers that the process set forth in this Section 11(F) and the activities of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). The Sellers and Buyer shall use their commercially reasonable efforts to cause the Independent Dispute Resolution Auditor to resolve all such disagreements as promptly soon as practicablepracticable and in any event within 45 days after the submission of any dispute. Further, the Dispute Resolution Auditor’s determination shall be based solely on the presentations by Buyer and the Sellers (or their respective independent auditors or other agents) which are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Independent Dispute Resolution Auditor shall be final, binding and non-appealable nonappealable on the parties hereto. The Final NWC Certificate shall be modified if necessary to reflect such determination. The fees and expenses of the Independent Dispute Resolution Auditor shall be allocated for payment between and paid by Buyer, on Buyer and/or the one hand, and/or Sellers, on the other hand, Sellers based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Dispute Resolution Auditor. . (c) If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described Section 2.03(b) above is greater than the Estimated Net Working Capital Amount shown on the Estimated NWC CertificateCapital, then Buyer shall promptly pay to the Sellers cash equal to the amount by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amountof such excess in cash. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described Section 2.03(b) above is less than the Estimated Net Working Capital Amount shown on Capital, the Estimated NWC Certificate, then Sellers shall promptly pay to Buyer in cash equal to the amount by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amountof such shortfall. Payments to be made pursuant to this Section 2.03(b) shall be made in accordance with Section 2.04.

Net Working Capital. (i) At least three five (35) business days Business Days prior to the Closing DateClosing, Sellers shall will cause the Company to deliver to Buyer in writing a certificate (the “Estimated NWC Certificate”), including a consolidated balance sheet good faith determination of the Company estimated Net Working Capital as of the Closing Date, prepared in accordance with the accounting principles, methods, practices, estimates, judgments and assumptions applied in the preparation of the Company’s financial statements, consistently applied Date (the “Accounting Principles”), which shall include (a) the Sellers’ good faith estimate (such estimate is referred to as the “Estimated Net Working Capital AmountCapital”) of the “Net Working Capital Amount.” As used herein), “Net Working Capital Amount” means the Net Working Capital of the Company together with such supporting documentation and other data as of 11:59 p.m. EST on the day immediately preceding the Closing Date. “Net Working Capital” means the result of (i) all cash of the Company minus (ii) all current liabilities (excluding the Existing Indebtedness) of the Company, in each case determined in accordance with the Accounting Principlesis reasonably requested by Buyer. The Purchase Price at Closing shall be increased by the Estimated Net Working Capital Amount. No shall reflect any distributions to be declared by the Company to Sellers prior to the Closing. (ii) As soon as reasonably practicable, but in any event no later than ninety (90) days following Closing, Buyer shall cause the Company to prepare and deliver to Buyer and Sellers a written statement (the “Actual Working Capital Statement”), prepared by the Chief Financial Officer of the Company, certifying the actual amount of Net Working Capital on the Closing Date, Buyer upon which a payment (the “Working Capital True Up”) will be based, and setting forth the calculation of such amount. The Working Capital True Up may be a positive or negative number and shall prepare and deliver be an amount equal to Sellers (iA) a consolidated balance sheet the Company’s actual amount of the Company dated at Net Working Capital on the Closing Date, which shall be prepared in accordance with less (B) the Accounting Principles and Estimated Net Working Capital. If, within fifteen (ii15) a reasonably detailed statement (the “Final NWC Certificate”) setting forth Buyer’s calculations Business Days following delivery of the Net Actual Working Capital AmountStatement to Buyer and Sellers, Sellers shall not have given Buyer notice of Sellers’ objection to the computation of the Working Capital True Up (which notice shall contain a statement of the basis of such objection), then the amount of Working Capital True Up at the Closing Date will be final and binding upon the Parties, absent manifest error. If Sellers have any objections to the Final NWC Certificate, Sellers shall deliver give notice to Buyer a statement setting forth its objections thereto (an “Objections Statement”), provided that the only bases for objections shall be (i) non-compliance with the standards set forth above for preparation of the Final NWC Certificate, or as set forth in the definition of Net Working CapitalSellers’ objection, and (ii) mathematical errors. If an Objections Statement is not delivered Buyer and Sellers are unable to Buyer resolve the issues in dispute within thirty (30) days after delivery of such notice of objection, such issues will be submitted for resolution to Ernst & Young LLP, independent certified public accountants, or if Ernst & Young is unable or unwilling to serve in such role, such other independent certified public accountants that is selected by Buyer and Sellers (the Final NWC Certificate, the Final NWC Certificate “Neutral Auditor”). The Neutral Auditor shall be final, binding and non-appealable engaged by the parties hereto. Sellers and Buyer shall negotiate in good faith to resolve any objections Company within fifteen (15) days after the expiration of the thirty (30) day period set forth in the Objections Statement preceding sentence. The Neutral Auditor shall make such review and examination of the relevant facts and documents as the Neutral Auditor deems appropriate (including inquiry of such experts in the gas gathering and all such discussions related thereto shallprocessing industry as it deems necessary and advisable), unless otherwise agreed by and shall permit each of Buyer and SellersSellers to make a written presentation of their respective positions; provided, however, that the Neutral Auditor shall require all facts, documents and written presentations from Buyer and Sellers jointly to be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution completely submitted within thirty (30) days after the delivery Neutral Auditor has been engaged. Within thirty (30) days after submission of such facts, documents and written presentations, the Objections StatementNeutral Auditor shall resolve all disputed items in writing and shall prepare and deliver its decision, Sellers and Buyer may submit such dispute to one of the “Big Four” accounting firms other than Ernst & Young LLP or PricewaterhouseCoopers LLP, or, in the event that any such auditor is unable to accept such appointment, to any other nationally recognized independent accounting firm mutually acceptable to Buyer and Sellers (the “Independent Auditor”). Each party which shall be afforded an opportunity to present to final and binding upon the Independent Auditor material relating to the disputed issues and to discuss the determination with the Independent Auditor. The Independent Auditor shall act as an auditor and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed adjustment of the Net Working Capital Amount to reflect such resolution, Parties without further recourse or collateral attack; provided that the Independent Neutral Auditor shall not assign a value to any particular disputed item or amount in dispute greater than the greatest value for such item claimed by Buyer or amount assigned by Sellers, on the one hand, or Buyer, on the other hand, Sellers or less than that the smallest value for such item claimed by Buyer or amount assigned by Sellers, on the one hand, or Buyer, on the other hand. It is the intent of Buyer and Sellers that the process set forth in this Section 11(F) and the activities of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Sellers and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such disagreements as promptly as practicable. The resolution All costs of the dispute resolution process contemplated by this §2(c)(ii) (including, without limitation, the Neutral Auditor’s fees, but exclusive of attorneys’ fees) shall be borne by the Independent Auditor shall be finalParty (that is, binding and non-appealable on either Buyer or Sellers jointly) who is the parties hereto. The Final NWC Certificate shall be modified if necessary to reflect least successful in such determination. The fees and expenses of the Independent Auditor shall be allocated for payment by Buyer, on the one hand, and/or Sellers, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such partyprocess, as determined by the Independent Neutral Auditor, which shall be determined by comparing (x) the position asserted by each Party on all disputed matters taken together to (y) the final decision of the Neutral Auditor on all disputed matters taken together. If the Net Working Capital Amount as finally determined Neutral Auditor determines that Sellers shall bear such costs each Seller shall bear its Allocable Portion. For purposes of the second preceding sentence: the “disputed matters” shall be all matters raised in Sellers’ notice of objection provided pursuant to the dispute resolution procedures described above is greater than fourth sentence of this §2(c)(ii) and the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then “position asserted” by Sellers and by Buyer shall pay to Sellers cash equal be determined by reference to the amount by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount. If the Net Working Capital Amount as finally determined written presentations submitted pursuant to the dispute resolution procedures described above is less than sixth sentence of this §2(c)(ii). The Neutral Auditor shall not preside over any hearing of the Estimated Net Parties nor permit the Parties to make any oral arguments to the Neutral Auditor. (iii) Within five (5) Business Days of the completion of the computations required by §2(c)(ii), if the Working Capital Amount shown on True Up is a positive number, it shall be paid by Buyer to Sellers in their Allocable Portions, and if it is a negative number, it shall be paid by Sellers in their Allocable Portions to Buyer, in either case by wire transfer of immediately available funds. (iv) Except as set forth in this §2(c), Buyer and Sellers jointly shall each bear their own expenses incurred in connection with the Estimated NWC Certificate, then Sellers shall pay to Buyer cash equal to preparation and review of the amount by which the Estimated Net Actual Working Capital Amount exceeds the Net Working Capital AmountStatement, with Sellers bearing their Allocable Portion of such expenses.

Net Working Capital. At least three (3i) business Within forty-five (45) days after the Closing Date, the Buyer shall prepare and submit in writing to the Sellers the combined closing balance sheet (the “Closing Balance Sheet”) reflecting the acquired Assets and the Assumed Liabilities, determined in accordance with GAAP and, to the extent consistent therewith, the Sellers’ past practices, consistently applied. Unless the Sellers object to the Closing Balance Sheet within fifteen (15) days of receipt, it shall be binding on the Parties. The Purchase Price shall be adjusted dollar for dollar upward or downward, as applicable, based on the amount by which the aggregate Net Working Capital on the date that is immediately prior to the Closing DateDate is higher or lower, Sellers shall deliver to Buyer a certificate as applicable, than zero (the “Estimated NWC Certificate”), including a consolidated balance sheet of the Company as of the Closing Date, prepared in accordance with the accounting principles, methods, practices, estimates, judgments and assumptions applied in the preparation of the Company’s financial statements, consistently applied (the “Accounting Principles”), which shall include (a) the Sellers’ good faith estimate (such estimate is referred to as the “Estimated Net Working Capital Amount”) of the “Net Working Capital Amount.” As used herein, “Net Working Capital Amount” means Adjustment”). In the event that the Net Working Capital Adjustment results in an upward adjustment of the Company as of 11:59 p.m. EST on Purchase Price, such adjustment shall be paid by the day immediately preceding Buyer to the Closing Date. “Net Working Capital” means the result of Sellers in cash within five (i5) all cash days of the Company minus (ii) all current liabilities (excluding the Existing Indebtedness) of the Company, in each case determined in accordance with the Accounting Principles. The Purchase Price at Closing shall be increased by the Estimated Net Working Capital Amount. No later than ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Sellers (i) a consolidated balance sheet of the Company dated at the Closing Date, which shall be prepared in accordance with the Accounting Principles and (ii) a reasonably detailed statement (the “Final NWC Certificate”) setting forth Buyer’s calculations of date that the Net Working Capital Amount. If Sellers have any objections to the Final NWC Certificate, Sellers shall deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”), provided that the only bases for objections shall be (i) non-compliance with the standards set forth above for preparation of the Final NWC Certificate, or as set forth in the definition of Net Working Capital, and (ii) mathematical errors. If an Objections Statement Adjustment is not delivered to Buyer within thirty (30) days after delivery of the Final NWC Certificate, the Final NWC Certificate shall be final, binding and non-appealable by the parties hereto. Sellers and Buyer shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Sellers, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement, Sellers and Buyer may submit such dispute to one of the “Big Four” accounting firms other than Ernst & Young LLP or PricewaterhouseCoopers LLP, or, in the event that any such auditor is unable to accept such appointment, to any other nationally recognized independent accounting firm mutually acceptable to Buyer and Sellers (the “Independent Auditor”). Each party shall be afforded an opportunity to present to the Independent Auditor material relating to the disputed issues and to discuss the determination with the Independent Auditor. The Independent Auditor shall act as an auditor and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed adjustment of the Net Working Capital Amount to reflect such resolution, provided that the Independent Auditor shall not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand. It is the intent of Buyer and Sellers that the process set forth in this Section 11(F) and the activities of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Sellers and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such disagreements as promptly as practicable. The resolution of the dispute by the Independent Auditor shall be final, binding and non-appealable on the parties hereto. The Final NWC Certificate shall be modified if necessary to reflect such determination. The fees and expenses of the Independent Auditor shall be allocated for payment by Buyer, on the one hand, and/or Sellers, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Auditorfinally determined. If the Net Working Capital Amount as finally determined Adjustment results in a downward adjustment of the Purchase Price, the next Note Post-Closing Payment(s) shall be reduced by an aggregate amount equal to such adjustment amount. The Sellers shall remain obligated to the Buyer for the net aggregate amount owed by the Sellers to the Buyer pursuant to this Section 2.2(a) that is not offset against a Note Post-Closing Payment, and shall pay such amounts to the Buyer within ten (10) Business Days of receipt of written notice from the Buyer that the remaining Note Post-Closing Payments are insufficient to fully offset such amount. (ii) If the Sellers dispute resolution procedures described above is greater than the Estimated Net Working Capital Amount shown Closing Balance Sheet, then the Sellers shall provide written notice to the Buyer of such dispute (the “Protest Letter”), in which case the Closing Balance Sheet shall not be binding upon the Sellers and the Buyer until such dispute shall be resolved pursuant to this Section 2.2(a)(ii). If the Sellers deliver to the Buyer a Protest Letter in accordance with this Section 2.2(a)(ii), then the Buyer and the Sellers shall attempt to resolve the matter(s) in dispute in good faith. If any such dispute cannot be resolved by the Buyer and the Sellers within thirty (30) Business Days after the delivery of the Protest Letter, then the specific matter(s) in dispute shall be submitted to an independent accounting firm not affiliated with either Party as may be mutually agreed upon by the Parties, which firm shall render its opinion as to such matter(s). Based on such opinion, such independent accounting firm will then send to the Buyer and the Sellers its determination on the Estimated NWC Certificatespecific matter(s) in dispute, then Buyer which determination shall pay be final and binding on the Parties hereto. If the independent accounting firm’s determination is closer to Sellers cash equal to the amount by which the Net Working Capital Amount exceeds Adjustment proposed by the Estimated Net Working Capital AmountBuyer, then the fees and other costs charged by such independent accounting firm shall be borne by the Sellers. If the independent accounting firm’s determination is closer to the Net Working Capital Amount Adjustment proposed by the Sellers, then the fees and other costs charged by such independent accounting firm shall be borne by the Buyer. (iii) As used in this Agreement, the term “Net Working Capital” shall mean, as finally determined pursuant of any date, Current Assets minus Current Liabilities. “Current Assets” means the cash and cash equivalents, bank and deposit accounts (including amounts on deposit therein), accounts receivable, inventory and all other current assets related to the dispute resolution procedures described above is less than Business as of the Estimated Net Working Capital Amount shown on relevant date of determination acquired by the Estimated NWC CertificateBuyer, then Sellers shall pay to Buyer cash equal determined in accordance with GAAP and, to the amount extent consistent therewith, the Sellers’ past practices, consistently applied. “Current Liabilities” means the accounts payable, accruals and all other current liabilities related to the Business as of the relevant date of determination assumed by which the Estimated Net Working Capital Amount exceeds Buyer, determined in accordance with GAAP and, to the Net Working Capital Amountextent consistent therewith, the Sellers’ past practices, consistently applied.

Net Working Capital. At least three As promptly as possible, but in any event within sixty (3) business days prior to the Closing Date, Sellers shall deliver to Buyer a certificate (the “Estimated NWC Certificate”), including a consolidated balance sheet of the Company as of the Closing Date, prepared in accordance with the accounting principles, methods, practices, estimates, judgments and assumptions applied in the preparation of the Company’s financial statements, consistently applied (the “Accounting Principles”), which shall include (a) the Sellers’ good faith estimate (such estimate is referred to as the “Estimated Net Working Capital Amount”) of the “Net Working Capital Amount.” As used herein, “Net Working Capital Amount” means the Net Working Capital of the Company as of 11:59 p.m. EST on the day immediately preceding the Closing Date. “Net Working Capital” means the result of (i) all cash of the Company minus (ii) all current liabilities (excluding the Existing Indebtedness) of the Company, in each case determined in accordance with the Accounting Principles. The Purchase Price at Closing shall be increased by the Estimated Net Working Capital Amount. No later than ninety (9060) days following after the Closing Date, Buyer shall prepare and will deliver to Sellers (i) a consolidated balance sheet the Company, with reasonable supporting detail, its calculation of the Company dated at Net Working Capital Adjustment Amount (the “Closing DateStatement”), which shall be prepared in accordance with the Accounting Principles and (ii) a reasonably detailed statement (the “Final NWC Certificate”) setting forth Buyer’s calculations Principles. After delivery of the Net Working Capital AmountClosing Statement, the Company and its representatives shall be permitted reasonable access to review any materials used by Buyer, its Affiliates or representatives in the preparation of the Closing Statement. Buyer shall, and shall cause its Affiliates and representatives to, use reasonable best efforts to cooperate with and respond to the Company’s inquiries in connection with such review. If Sellers have the Company has any objections to the Final NWC CertificateClosing Statement, Sellers it shall deliver to Buyer a statement setting forth an Objections Statement within thirty (30) days after its objections thereto (an “Objections Statement”), provided that the only bases for objections shall be (i) non-compliance with the standards set forth above for preparation receipt of the Final NWC Certificate, or as Closing Statement. An Objections Statement shall set forth in reasonable detail the definition of Net Working Capital, and (ii) mathematical errorsbasis for the items being disputed in good faith. If an Objections Statement is not delivered to Buyer within thirty (30) days after delivery receipt of the Final NWC CertificateClosing Statement, the Final NWC Certificate Closing Statement shall be final, binding and non-appealable by the parties hereto. Sellers The Company hereby waives the right to assert any objection, other than allegations of fraud, with respect to the Closing Statement that is not asserted in an Objections Statement delivered to Buyer within thirty (30) days after its receipt of the Closing Statement. If the Company timely delivers an Objection Statement, the Company and Buyer shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Sellers, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if identified objections. If they do not reach a final resolution within thirty fifteen (3015) days after the delivery of the Objections Statement, Sellers and the Company or Buyer may may, with written notice to the other party, submit such dispute Dispute to one of the “Big Four” accounting firms other than Ernst & Young LLP or PricewaterhouseCoopers LLP, or, in the event that any such auditor is unable to accept such appointment, to any other nationally recognized independent accounting firm mutually acceptable to Buyer and Sellers (the “Independent Auditor”). Each party shall be afforded an opportunity to present to the Independent Auditor material relating to the disputed issues and to discuss the determination with the Independent Auditor. The Independent Auditor shall act as an auditor and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed adjustment of the Net Working Capital Amount to reflect such resolution, provided that the Independent Auditor shall not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand. It is the intent of Buyer and Sellers that the process set forth in this Section 11(F) and the activities of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Sellers Company and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such disagreements as promptly soon as practicable. The resolution of the dispute any Dispute by the Independent Auditor shall be final, binding and non-appealable on the parties hereto. The Final NWC Certificate shall be modified if necessary to reflect such determination. The fees costs and expenses of the Independent Auditor shall be allocated for payment paid fifty percent (50%) by Buyer, on Buyer and fifty percent (50%) by the one hand, and/or Sellers, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to Company. If the amount actually contested by such party, as determined by the Independent Auditor. If of the Net Working Capital Adjustment Amount as finally determined pursuant to based on the dispute resolution procedures described above final, binding and non-appealable determination of the Net Working Capital Adjustment Amount in accordance with this Section 4.3 is greater than the Estimated estimated Net Working Capital Adjustment Amount shown set forth in the Closing Certificate, Buyer shall promptly pay or cause to be paid to the Company or the appropriate Company Subsidiary as set forth on Schedule 4.7 the amount of such excess in cash. If the amount of the Net Working Capital Adjustment Amount based on the Estimated NWC final, binding and non-appealable determination of the Net Working Capital Adjustment Amount in accordance with this Section 4.3 is less than the estimated Net Working Capital Adjustment Amount set forth in the Closing Certificate, then Buyer and the Company shall pay deliver joint written instructions to Sellers cash the Escrow Agent instructing the Escrow Agent to deliver promptly to Buyer or its designee an amount equal to the amount by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount. If the Net Working Capital Amount as finally determined pursuant of such shortfall in cash; provided, that in no circumstances shall Buyer be entitled to the dispute resolution procedures described above is less than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Sellers shall pay to Buyer cash equal to recover any amount in excess of the amount by which of the Estimated Net Working Capital Amount exceeds the Net Working Capital AmountEscrow Fund.

Net Working Capital. At least three (3) business days prior to the Closing Date, Sellers shall deliver to Buyer a certificate (the “Estimated NWC Certificate”), including a consolidated balance sheet of the Company as of the Closing Date, prepared in accordance with the accounting principles, methods, practices, estimates, judgments and assumptions applied in the preparation of the Company’s financial statements, consistently applied (the “Accounting Principles”), which shall include (a) If the Sellers’ good faith estimate Closing Date occurs on or prior to March 31, 2006, Company shall have One Million Three Hundred Sixty Seven Thousand Three Hundred Seventy One Dollars (such estimate is referred to $1,367,371) of Net Working Capital (as the defined below) (“Estimated Net March Working Capital Amount”) as of a date that is within a reasonable period of time prior to the anticipated Closing Date and as the parties may agree in writing (the “Tentative Closing Date”, as determined pursuant to this Section 2.4 and reflected on the Closing Balance Sheet. To the extent that Net Working Capital Amount.” As used herein, “Net is not equal to or greater than the March Working Capital Amount” means the Net Working Capital of the Company as of 11:59 p.m. EST Amount on the day immediately preceding the Closing Date. “Net Working Capital” means the result of (i) all cash of the Company minus (ii) all current liabilities (excluding the Existing Indebtedness) of the Company, in each case determined in accordance with the Accounting Principles. The Purchase Price at Closing shall be increased by the Estimated Net Working Capital Amount. No later than ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Sellers (i) a consolidated balance sheet of the Company dated at the Closing Date, which such deficiency shall be prepared in accordance with deducted from the Accounting Principles and (ii) a reasonably detailed statement (Purchase Price pursuant to Section 2.1.2 as the “Final NWC Certificate”) setting forth Buyer’s calculations of the Net Working Capital Amount. If Sellers have any objections to the Final NWC Certificate, Sellers shall deliver to Buyer a statement setting forth its objections thereto (an “Objections StatementDeficit”), provided that the only bases for objections shall be (i) non-compliance with the standards set forth above for preparation of the Final NWC Certificate, or as set forth in the definition of Net Working Capital, and (ii) mathematical errors. If an Objections Statement is not delivered to Buyer within thirty (30) days after delivery of the Final NWC Certificate, the Final NWC Certificate shall be final, binding and non-appealable by the parties hereto. Sellers and Buyer shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Sellers, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement, Sellers and Buyer may submit such dispute to one of the “Big Four” accounting firms other than Ernst & Young LLP or PricewaterhouseCoopers LLP, or, in the event that any such auditor is unable to accept such appointment, to any other nationally recognized independent accounting firm mutually acceptable to Buyer and Sellers (the “Independent Auditor”). Each party shall be afforded an opportunity to present to the Independent Auditor material relating to the disputed issues and to discuss the determination with the Independent Auditor. The Independent Auditor shall act as an auditor and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed adjustment of the Net Working Capital Amount to reflect such resolution, provided that the Independent Auditor shall not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand. It is the intent of Buyer and Sellers that the process set forth in this Section 11(F) and the activities of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Sellers and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such disagreements as promptly as practicable. The resolution of the dispute by the Independent Auditor shall be final, binding and non-appealable on the parties hereto. The Final NWC Certificate shall be modified if necessary to reflect such determination. The fees and expenses of the Independent Auditor shall be allocated for payment by Buyer, on the one hand, and/or Sellers, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Auditor. If the Net Working Capital Amount as finally of the Closing Date is (or is determined pursuant post-Closing to the dispute resolution procedures described above is greater be) less than the Estimated amount reflected on the Closing Balance Sheet and such lesser Net Working Capital Amount shown amount would have increased the Working Capital Deficit had such calculation been performed on the Estimated NWC CertificateClosing Date, then Buyer shall pay to Sellers cash equal to the amount by which the Net such additional Working Capital Deficit shall be deemed an Indemnifiable Amount exceeds under Section 8.1 hereof (the Estimated Net “Working Capital AmountDeficit Adjustment”). (b) If, on March 31, 2006, the Closing has not occurred, the Company shall deliver to Purchaser a balance sheet as of March 31, 2006 (the “March 31 Balance Sheet”) on or before April 4, 2006. If the Net Closing Date occurs after March 31, 2006, (i) the March 31 Balance Sheet shall reflect the March Working Capital Amount as finally of March 31, 2006 and as determined pursuant to this Section 2.4; provided that for purposes of the dispute resolution procedures described above is less than calculation of Current Liabilities in determining the Estimated March Working Capital Amount, the total amount of Purchaser Authorized Payments made by Company prior to Closing shall be included regardless of whether such Purchaser Authorized Payments were actually made on or before March 31, 2006, and (ii) Company shall have positive Net Working Capital Amount shown (the “Post-March Working Capital Amount”)as of the Tentative Closing Date, as determined pursuant to this Section 2.4 and reflected on the Estimated NWC Certificate, then Sellers shall pay to Buyer cash equal to Closing Balance Sheet. To the amount by which the Estimated extent that Net Working Capital is not equal to or greater than the March Working Capital Amount exceeds the on March 31, 2006, and/or Net Working Capital Amountis not equal to or greater than the Post-March Working Capital Amount on the Tentative Closing Date, any such deficiency amounts shall collectively be deducted from the Purchase Price pursuant to Section 2.1.2 as the Working Capital Deficit. (c) For purposes of this Agreement, the term “Net Working Capital” means: (a) the Total Current Assets (as defined below), less (b) the sum of all accrued and unpaid Current Liabilities (as defined below) and Purchaser Authorized Payments. “Fixed assets, net” and “intangible assets” shall be excluded from the determination of Net Working Capital. For avoidance of doubt, “Total Current Assets” as reflected on the Closing Balance Sheet shall be comprised of: (i) cash and short-term investments; (ii) current accounts receivable, net of allowance for doubtful accounts, if any; and (iii) prepaid expenses and other current assets; but “Current Assets” shall not include (A) cash accounts segregated to Company’s branch managers (treated as restricted cash by Company); (B) Thirty Five Thousand Dollars ($35,000) in prepaid fees to StartBank; (C) matching investment assets associated with the Notes reissued as obligations of ▇▇▇▇▇▇▇ ▇▇▇▇▇ at or prior to Closing as set forth in Schedule 2.4; and (D) the mortgage receivables listed in Schedule 6.11 distributed to ▇▇▇▇▇▇▇ ▇▇▇▇▇ by Company at or prior to Closing. For purposes of this Agreement, “Current Liabilities” as reflected on the March 31 Balance Sheet or the Closing Balance Sheet, as applicable, shall include: (q) accounts payable; (r) accrued expenses, taxes, payroll and benefits; (s) other “Current Liabilities”; (t) any outstanding loans, short-term or long-term debt or other indebtedness of Company, excluding the Remaining Notes, and (u) accrued but unpaid Transaction Fees (as defined below); but “Current Liabilities shall not include deferred revenue and the Notes reissued as obligations of ▇▇▇▇▇▇▇ ▇▇▇▇▇ at or prior to Closing. Each of the foregoing terms shall be determined in accordance with GAAP (as defined in Section 3.1.5). For purposes of this Agreement, “Purchaser Authorized Payments” means the Transaction Fees.

Net Working Capital. At least three (3) The Company shall prepare a preliminary balance sheet of the Company as of the close of business days prior to on the Closing Date, Sellers which preliminary balance sheet shall be prepared on a basis consistent with the Company’s past practices and shall show the projected financial condition of the Company as of the close of business on the Closing Date. Such preliminary balance sheet shall be delivered by the Company to the Buyer on or before the Closing. In addition, within ten (10) days following the Closing Date, the Company’s current accounting firm, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, PLLC, shall deliver to the Shareholder Representatives (as defined in Section 2.5) and the Buyer a certificate (the “Estimated NWC Certificate”), including a consolidated an actual balance sheet of the Company as of the Closing Date, which balance sheet (the “Closing Balance Sheet”) shall be prepared by the Company’s controller on a basis consistent with the Company’s past practices. To the extent that the actual Net Working Capital as of the Closing (the “Closing Net Working Capital”), as shown in the Closing Balance Sheet, plus the NWC Cash (said sum being the “Cash-Adjusted Closing Net Working Capital”), varies from One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) the (“NWC Target”), the Cash Consideration portion of the Purchase Price will be adjusted dollar-for-dollar, up or down, in accordance with the accounting principles, methods, practices, estimates, judgments and assumptions applied in the preparation of the Company’s financial statements, consistently applied following provisions: (the “Accounting Principles”), which shall include (ai) the Sellers’ good faith estimate (such estimate is referred to as the “Estimated Net Working Capital Amount”) of the “Net Working Capital Amount.” As used herein, “Net Working Capital Amount” means the Net Working Capital of the Company as of 11:59 p.m. EST on the day immediately preceding the Closing Date. “Net Working Capital” means the result of (i) all cash of the Company minus (ii) all Company’s total current liabilities assets (excluding the Existing Indebtednesscash, marketable securities, and notes receivable, and including accounts receivable and prepaid expenses) of the Companyless total current liabilities, in each case determined as computed in accordance with GAAP (as defined in Section 4.3). Attached hereto as Exhibit J is a computation showing the Accounting Principles. The Purchase Price at Closing shall be increased by the Estimated Company’s Net Working Capital Amount. No later than ninety as of June 30, 2009 based on the 2009 Interim Financial Statements (90) days following as defined in Section 4.3(a)(ii)), and the amount of the Closing Date, Buyer shall prepare and deliver to Sellers (i) a consolidated balance sheet of the Company dated at the Closing Date, which shall be prepared in accordance with the Accounting Principles and (ii) a reasonably detailed statement (the “Final NWC Certificate”) setting forth Buyer’s calculations of the Net Working Capital Amount. If Sellers have any objections to the Final NWC Certificate, Sellers shall deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”), provided that the only bases for objections shall be (i) non-compliance with the standards set forth above for preparation of the Final NWC Certificate, or as set forth computed in the definition of Net Working Capital, and (ii) mathematical errors. If an Objections Statement is not delivered to Buyer within thirty (30) days after delivery of the Final NWC Certificate, the Final NWC Certificate shall be final, binding and non-appealable by the parties hereto. Sellers and Buyer shall negotiate same manner shown in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Sellers, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement, Sellers and Buyer may submit such dispute to one of the “Big Four” accounting firms other than Ernst & Young LLP or PricewaterhouseCoopers LLP, or, in the event that any such auditor is unable to accept such appointment, to any other nationally recognized independent accounting firm mutually acceptable to Buyer and Sellers (the “Independent Auditor”). Each party shall be afforded an opportunity to present to the Independent Auditor material relating to the disputed issues and to discuss the determination with the Independent Auditor. The Independent Auditor shall act as an auditor and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed adjustment of the Net Working Capital Amount to reflect such resolution, provided that the Independent Auditor shall not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand. It is the intent of Buyer and Sellers that the process set forth in this Section 11(F) and the activities of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Sellers and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such disagreements as promptly as practicable. The resolution of the dispute by the Independent Auditor shall be final, binding and non-appealable on the parties hereto. The Final NWC Certificate shall be modified if necessary to reflect such determination. The fees and expenses of the Independent Auditor shall be allocated for payment by Buyer, on the one hand, and/or Sellers, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Auditor. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is greater than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Buyer shall pay to Sellers cash equal to the amount by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is less than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Sellers shall pay to Buyer cash equal to the amount by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount.Exhibit J.

Net Working Capital. The Estimated Net Working Capital Amount and the Final Net Working Capital Amount shall be determined as set forth below in this Section 5.3: (a) At least three five (35) business days Business Days (but no more than ten (10) Business Days) prior to the Closing Date, Sellers TXMD shall deliver to Buyer the Purchaser a certificate (reasonably detailed statement certified by the “Estimated NWC Certificate”), including a consolidated balance sheet Chief Executive Officer and Chief Financial Officer of TXMD setting forth TXMD’s good faith calculation of the Company Net Working Capital as of the Closing Date, prepared in accordance with the accounting principles, methods, practices, estimates, judgments and assumptions applied in the preparation of the Company’s financial statements, consistently applied (the “Accounting Principles”), which shall include (a) the Sellers’ good faith estimate (such estimate is referred to as the “Estimated Net Working Capital AmountCapital”) of the “Net Working Capital Amount.” As used herein), “Net Working Capital Amount” means prepared consistent with the Net Working Capital Annex and delivered with reasonable supporting detail (the “Pre-Closing Statement”). Following delivery of the Company as Pre-Closing Statement, TXMD shall provide reasonable access during normal business hours to relevant books and records (including accountant work papers) and access to accountants and employees of 11:59 p.m. EST on TXMD to the day immediately preceding extent necessary to complete the Closing Date. “Net Working Capital” means the result of (i) all cash Purchaser’s review of the Company minus (ii) all current liabilities (excluding the Existing Indebtedness) of the CompanyPre-Closing Statement, in each case determined in accordance and TXMD shall cooperate with the Accounting PrinciplesPurchaser and its representatives in connection with their review. The Purchase Price at Prior to the Closing, TXMD shall consider in good faith any comments to the Pre-Closing shall be increased Statement timely provided by the Estimated Net Working Capital Amount. No later than Purchaser. (b) Within ninety (90) days following Calendar Days after the Closing Date, Buyer Purchaser shall prepare and deliver to Sellers (i) TXMD a consolidated balance sheet of the Company dated at the Closing Date, which shall be prepared in accordance with the Accounting Principles and (ii) a reasonably detailed statement (the “Final NWC Certificate”) setting forth BuyerPurchaser’s calculations calculation of the Net Working Capital Amount. If Sellers have any objections to as of the Final NWC CertificateClosing (the “Closing Net Working Capital”), Sellers shall deliver to Buyer a statement setting forth its objections thereto prepared consistent with the Net Working Capital Annex and delivered with reasonable supporting detail (an the “Objections Closing Statement”). Following delivery to TXMD of the Closing Statement and until the Closing Statement is finalized in accordance with this Section 5.3, provided that the only bases for objections TXMD shall be permitted, solely for purposes of this Section 5.3 and subject to Section 9.6, to review relevant books and records (iincluding accountant work papers) non-compliance and access to accountants and employees of TXMD to the extent necessary to complete TXMD’s review of the Closing Statement, and the Purchaser shall cooperate with TXMD and its representatives in connection with their review of the standards Closing Statement, which information shall be deemed confidential information of Purchaser for purposes hereof. The Closing Statement, and the Closing Net Working Capital set forth above for preparation of therein, shall become final and binding on the Final NWC Certificate, or as set forth in parties on the definition of Net Working Capital, and (ii) mathematical errors. If an Objections Statement date that is not delivered to Buyer within thirty (30) days after Calendar Days following Purchaser’s delivery of the Final NWC Certificate, the Final NWC Certificate shall be final, binding and non-appealable by the parties hereto. Sellers and Buyer shall negotiate in good faith thereof to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shallTXMD, unless otherwise agreed by Buyer TXMD delivers written notice of its disagreement specifying in reasonable detail each disputed item or amount and Sellers, be governed by Rule 408 the basis for its disagreement therewith (a “Notice of Disagreement”) to Purchaser on or prior to such date. (c) During the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the Calendar Days following delivery of a Notice of Disagreement, Purchaser and TXMD shall seek to resolve in good faith and in writing any differences which they may have with respect to the Objections Statementmatters specified in the Notice of Disagreement. At the end of such thirty (30) Calendar Day period, Sellers if no resolution has been reached, Purchaser and Buyer may TXMD shall submit such dispute to one of the “Big Four” accounting firms other than Ernst & Young LLP or PricewaterhouseCoopers BDO USA, LLP, or, in the event that any such auditor is unable to accept such appointment, to any other nationally recognized independent accounting firm mutually acceptable to Buyer and Sellers ’s National Dispute Advisory Service Practice (the “Independent AuditorFirm”). Each party ; provided that, any representatives of the Firm associated in any way with resolving any such dispute shall be afforded an opportunity to present not have previously provided services to the Independent Auditor material relating to the disputed issues and to discuss the determination with the Independent Auditor. The Independent Auditor shall act as an auditor and not as an arbitrator and shall resolve Purchaser or TXMD, for resolution of all matters which remain in dispute which were included in the Notice of Disagreement, and adjust and establish any disputed adjustment the Firm shall make a final determination of the Closing Net Working Capital Amount to reflect such resolution, provided in accordance with the terms of this Agreement (with it being understood that the Independent Auditor shall not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand. It is the intent of Buyer and Sellers parties will request that the process set forth Firm deliver to the parties its resolution in this Section 11(Fwriting not more than forty five (45) and the activities of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules Calendar Days after its engagement). The Firm shall be followed (including rules make its determination only with respect to procedures and discovery). Sellers and Buyer the matters still in dispute and, with respect to each such matter, its determination shall use their commercially reasonable efforts to cause be within the Independent Auditor to resolve all such disagreements as promptly as practicable. The resolution range of the dispute between Purchaser and TXMD. The Firm’s determination shall be based solely on written materials submitted by Purchaser and TXMD (i.e., not on independent review) and on the definitions included herein and the provisions of this Agreement. Any determinations by the Independent Auditor Firm, and any work or analyses performed by the Firm in connection with its resolution of any dispute under this Section 5.3(c) shall not be finaladmissible in evidence in any suit, binding and non-appealable on action or other proceeding between the parties hereto. The Final NWC Certificate shall be modified if parties, other than to the extent necessary to reflect such determination. enforce payment obligations under this Section 5.3. (d) The fees costs and expenses of the Independent Auditor Firm shall be allocated for payment by Buyer, on the one hand, and/or Sellers, on the other hand, between Purchaser and TXMD based upon the percentage which of the portion of the contested amount not awarded to each party bears Purchaser or TXMD compared to the amount actually contested by such party. For example, as determined by if TXMD claims that the Independent Auditor. If the Closing Net Working Capital Amount as finally determined pursuant is $1,000 greater than the amount claimed by Purchaser, and Purchaser contests only $500 of the amount claimed by TXMD, and if the Firm ultimately resolves the dispute by awarding TXMD $300 of the $500 contested, then the costs and expenses of the Firm will be allocated 60% (i.e., 300 ÷ 500) to Purchaser and 40% (i.e., 200 ÷ 500) to TXMD. (e) If a timely Notice of Disagreement is delivered by TXMD to Purchaser, then the Closing Statement, and the Closing Net Working Capital contained therein, shall become final and binding on the parties on the earlier of (i) the date Purchaser and TXMD resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement, and (ii) the date all matters in dispute resolution procedures described above are finally resolved in writing by the Firm. (f) If the Closing Net Working Capital is greater than the Estimated Net Working Capital Amount shown paid at Closing (such amount, the “Underpayment Amount”), then reasonably promptly, and in no event more than five (5) Business Days, after the date on which the Closing Statement becomes final and binding on the Estimated NWC Certificateparties, then Buyer Purchaser shall pay to Sellers cash equal TXMD the Underpayment Amount. If overpayment or underpayment is deemed immaterial by both parties, it will be set off against or paid with, the next due royalty payment. If the Purchaser fails to timely pay such amount, such amount due shall bear interest calculated at the Interest Rate from the date such amount by which is due and owing. If such amount is not timely paid, TXMD shall also be entitled to be paid for any costs of collection including reasonable attorneys’ fees. (g) If the Closing Net Working Capital Amount exceeds the Estimated Net Working Capital Amount. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is less than the Estimated New Working Capital paid at Closing (such amount, the “Overpayment Amount”), then reasonably promptly, and in no event more than five (5) Business Days, after the date on which the Closing Statement becomes final and binding on the parties, TXMD shall pay to Purchaser the Overpayment Amount. If TXMD fails to timely pay such amount, Purchaser such amount due shall bear interest calculated at the Interest Rate from the date such amount is due and owing and Purchaser shall be entitled to set off such amount pursuant to Section 12.8(a). If such amount is not timely paid, the Purchaser shall also be entitled to be paid for any costs of collection including reasonable attorneys’ fees. (h) For a period of two years following the Closing Date in the case of Allowance for Returns and one year from the Closing date in the case of Wholesale Distributor Fees and Payer Rebates, Purchaser may continue to provide updated Closing Statements solely with respect to calculation of the Closing Net Working Capital Amount shown conduct solely with respect to the matters included in the items entitled Allowance for Returns, Allowance for Wholesale Distributor Fees and Payer Rebates, in each case, comparing actual invoices against accruals on a quarterly basis. The Accrual Shortfall shall become final and binding on the Estimated NWC Certificateparties on the date that is thirty (30) Calendar Days following Purchaser’s delivery thereof to TXMD, then Sellers shall pay unless TXMD delivers written Notice of Disagreement to Buyer cash equal Purchaser on or prior to the amount by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount.such date. The matter may be referred