Common use of Post-Closing Adjustment of Purchase Price Clause in Contracts

Post-Closing Adjustment of Purchase Price. (a) As soon as practicable but within 15 days after the completion of the external audit of the Buyer’s (or any successor’s) financial statements for the year ended December 31, 2020 (but in no event later than April 30, 2021), the Buyer shall prepare, or cause to be prepared, and deliver to the Seller Representative a written statement (the “Final Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of the Enhanced Entities as of immediately prior to the Closing (the “Closing Balance Sheet”) and a consolidated income statement of each of the Companies for the year ended December 31, 2020 (the “Year End Income Statement”) and (ii) a good faith calculation of the actual (A) EBITDA (the “Final EBITDA”), (B) Payoff Indebtedness (the “Closing Payoff Indebtedness”), (C) Cash (the “Final Cash”), and (D) Transaction Expenses (the “Closing Transaction Expenses”) (with each of Closing Payoff Indebtedness and Closing Transaction Expenses determined as of immediately prior to the Closing, Final Cash shall be determined as of December 31, 2020 and Final EBITDA shall be determined for the year ended December 31, 2020, in each case (except for Closing Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness)), without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreements), together with, in each case, reasonably detailed supporting information containing the components thereof. Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses shall be calculated in accordance with the definitions thereof and GAAP, which shall (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated by this Agreement or the Ancillary Agreements, (y) be based on facts and circumstances as they exist on the Closing Date and (z) exclude the effect of any, decision or event occurring on or after the Closing Date. In furtherance of the foregoing, the parties acknowledge and agree that GAAP is not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies that are not, in each case, specifically set forth therein. If the Buyer fails to timely deliver any of the Final Closing Statement and the calculations set forth therein in accordance with the foregoing, then, at the election of the Seller Representative in its sole discretion, either (x) the Net Adjustment Amount shall be conclusively deemed to equal $1,000,000 or (y) upon five (5) Business Days advance written notice to the Buyer, the Seller Representative shall retain an independent public accounting firm to provide an audit or other review of the Target Entities’ books and records, review the calculation of the Estimated Purchase Price and the Interim Closing Statement and make any adjustments necessary thereto consistent with the provisions of this Section 2.6, the determination of such accounting firm being conclusive and binding on the Parties; provided, however, that the Seller Representative reserves any and all other rights granted to it in this Agreement. The engagement fees of such accounting firm shall be borne as set forth in Section 2.6(d). (b) The Final Closing Statement shall become final and binding on the 30th day following delivery thereof, unless prior to the end of such period, the Seller Representative delivers to the Buyer written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses, as set forth in the Final Closing Statement. The Sellers shall be deemed to have agreed with all items and amounts of Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses not specifically referenced in the Notice of Disagreement (other than contra accounts and other items and amounts reasonably related to such items and amounts specifically referenced in the Notice of Disagreement), and such items and amounts shall not be subject to review in accordance with Section 2.6(c). Any Notice of Disagreement may reference only disagreements based on mathematical errors or based on amounts of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses as reflected on the Final Closing Statement not being calculated in accordance with this Section 2.6. (c) During the 30-day period following delivery of a Notice of Disagreement by the Seller Representative to the Buyer, the parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses as specified therein. The parties hereto acknowledge and agree that the Federal Rules of Evidence Rule 408 shall apply to the Buyer and the Seller Representative during such period of negotiations and any subsequent dispute arising therefrom. Any disputed items resolved in writing between the Seller Representative and the Buyer within such 30-day period shall be final and binding with respect to such items, and if the Seller Representative and the Buyer agree in writing on the resolution of each disputed item specified by the Seller Representative in the Notice of Disagreement and the amount of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses, the amounts so determined shall be final and binding on the parties for all purposes hereunder and shall not be subject to appeal or further review. If the Seller Representative and the Buyer have not resolved all such differences by the end of such 30-day period, the Seller Representative and the Buyer shall each make one written submission to an independent public accounting firm (the “Independent Accounting Firm”), detailing their views as to the correct nature and amount of each item remaining in dispute and the amounts of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses, which determination shall be final and binding on the parties for all purposes hereunder. Any item not specifically submitted to the Independent Accounting Firm for resolution shall be deemed final and binding on the parties for all purposes hereunder (as set forth in the Final Closing Statement, the Notice of Disagreement or as otherwise resolved in writing by Seller Representative and the Buyer) and Seller Representative and the Buyer shall promptly deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Adjustment Escrow Fund and to deliver to the Sellers an amount equal to the excess, if any, of the Adjustment Escrow Fund over the greatest aggregate value of such disputed items submitted to the Independent Accounting Firm as claimed by Buyer and the Seller Representative. The Independent Accounting Firm shall consider only those items and amounts in the Seller Representative’s and the Buyer’s respective calculations of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses that are identified as being items and amounts to which the Seller Representative and the Buyer have been unable to agree. In resolving any disputed item, the Independent Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Independent Accounting Firm shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or, if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed in writing by the Seller Representative and the Buyer. The Seller Representative and the Buyer shall instruct the Independent Accounting Firm to render a written decision resolving the matters submitted to it as promptly as practicable, and in any event within 30 days following the submission thereof. Judgment may be entered upon the written determination of the Independent Accounting Firm in accordance with Section 11.9. In acting under this Agreement, the Independent Accounting Firm will be entitled to the powers, privileges and immunities of an arbitrator. (d) The costs of any dispute resolution pursuant to Section 2.6(c), including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by the Sellers and the Buyer in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party. (e) The Buyer and the Companies will, and will cause the Subsidiaries of the Companies (in the case of the Companies, during the period from and after the date of delivery of the Estimated Closing Statement through the Closing Date and, in the case of the Buyer, during the period from and after the date of delivery of the Interim Closing Statement (or, in the event Buyer fails to timely deliver such statement, the last date upon which the Final Closing Statement should have been delivered) through the resolution of any adjustment to the Purchase Price contemplated by this Section 2.6) to afford the other parties and their Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties (to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of the Target Entities and to any other information reasonably requested for purposes of reviewing the calculations contemplated by this Section 2.6 (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities). The Buyer and the Companies shall authorize their respective accountants to disclose work papers generated by such accountants in connection with reviewing the calculations contemplated by this Section 2.6; provided, that any such outside accountants shall not be obligated to make any work papers available except in accordance with such accountants’ normal disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (f) The Estimated Purchase Price shall be adjusted, upwards or downwards, as follows: (i) For the purpose of this Agreement, the “Net Adjustment Amount” shall be calculated as follows: an amount (which may be positive or negative) equal to (A) (1) the Final Cash (as finally determined pursuant to this Section 2.6), plus $500,000, less the product of (x) Final EBITDA (as finally determined pursuant to this Section 2.6) multiplied by (y) the Pro Rata EBITDA Fraction, minus (2) the Interim Payment Amount; minus (B) the Closing Payoff Indebtedness as finally determined pursuant to this Section 2.6, minus the Estimated Payoff Indebtedness; minus (C) the Closing Transaction Expenses as finally determined pursuant to this Section 2.6, minus the Estimated Transaction Expenses; (ii) If the Net Adjustment Amount is positive, then the Estimated Purchase Price shall be adjusted upwards in an amount equal thereto. In such event, (A) the Buyer shall pay the Net Adjustment Amount to the account(s) designated by the Seller Representative, and (B) the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to transfer all funds in the Adjustment Escrow Fund to the Seller Representative and the Escrow Agent shall do so. (iii) If the Net Adjustment Amount is negative the Estimated Purchase Price shall be adjusted downwards in an amount equal to the absolute value of the Net Adjustment Amount. In such event, the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to pay the Net Adjustment Amount out of the Adjustment Escrow Fund to the Buyer, and the remainder, if any, of the Adjustment Escrow Amount to the Seller Representative, in accordance with the terms of the Escrow Agreement and the Escrow Agreement, and the Escrow Agent shall do so. (g) Payments in respect of Section 2.6(f) shall be made within three Business Days of final determination of the Net Adjustment Amount pursuant to the provisions of this Section 2.6 by wire transfer of immediately available funds to such account or accounts as may be designated in writing by the party entitled to such payment at least two Business Days prior to such payment date. (h) For the avoidance of doubt, the Adjustment Escrow Amount shall serve as the sole and exclusive source of recovery for any amounts owed to the Buyer in connection with the final determination of the Purchase Price and Net Adjustment Amount pursuant to this Section 2.6. (i) Notwithstanding anything to the contrary, to the extent Estimated Payoff Indebtedness exceeds Closing Payoff Indebtedness (or Closing Payoff Indebtedness exceeds Estimated Payoff Indebtedness), and such excess (or shortfall) is solely attributable to a Blocker, as determined by the Seller Representative and designated in a notice to the Buyer, such excess (or shortfall) shall be solely for the account of the Trident Sellers. (j) Any amounts which become payable pursuant to this Section 2.6 will constitute an adjustment to the Purchase Price for all purposes hereunder, except to the extent otherwise required by applicable Law.

Post-Closing Adjustment of Purchase Price. (a) As soon as practicable practicable, but within 15 not later than sixty (60) days after the completion Closing Date, Seller shall deliver to Buyer (i) the balance sheet of the external audit of the Buyer’s (or any successor’s) financial statements Aptus and NEI for the year ended Date of Closing and related statements of income and cash flows for the period from December 31, 2020 (but in no event later than April 30, 2021), the Buyer shall prepare, or cause to be prepared, and deliver 1994 to the Seller Representative Date of Closing, prepared in accordance with GAAP applied on a written statement (basis consistent with that used by Price Waterhouse in the “Final Closing Statement”) that shall include and set forth (i) a consolidated balance sheet preparation of the Enhanced Entities as of immediately prior to the Closing (the “Closing Balance Sheet”) FYE 1993 and a consolidated income statement of each of the Companies for the year ended December 311994 Financial Statements, 2020 (the “Year End Income Statement”) and (ii) a good faith calculation of the actual (A) EBITDA (Financial Statements required by Section 3.5 but not available at the “Final EBITDA”), (B) Payoff Indebtedness (the “Closing Payoff Indebtedness”), (C) Cash (the “Final Cash”)execution hereof, and (Diii) Transaction Expenses (the “Closing Transaction Expenses”) (with each Seller's calculation of Closing Payoff Indebtedness and Closing Transaction Expenses determined as of immediately prior to the Closing, Final Cash net worth which shall be determined calculated as of December 31, 2020 1994 and Final EBITDA shall be determined for the year ended December 31, 2020, in each case (except for Closing Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness)), without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreements), together with, in each case, reasonably detailed supporting information containing the components thereof. Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses shall be calculated adjusted in accordance with Schedule 2.3.1 (the definitions thereof "December 1994 Adjusted Net Worth") and GAAP, which shall (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated by this Agreement or the Ancillary Agreements, (y) be based on facts and circumstances as they exist on the Closing Date and (z) exclude the effect of any, decision or event occurring on or after at the Closing Date. In furtherance of the foregoing, the parties acknowledge and agree that GAAP is not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies that are not, in each case, specifically set forth therein. If the Buyer fails to timely deliver any of the Final Closing Statement and the calculations set forth therein also adjusted in accordance with Schedule 2.3.1 (the foregoing, then, at the election "Final Adjusted Net Worth"). Within thirty (30) days after receipt of the aforementioned items, Buyer shall either inform Seller Representative in its sole discretion, either (x) the Net Adjustment Amount shall be conclusively deemed to equal $1,000,000 or (y) upon five (5) Business Days advance written notice to the Buyer, the Seller Representative shall retain an independent public accounting firm to provide an audit or other review of the Target Entities’ books and records, review writing that the calculation of Final Adjusted Net Worth is acceptable or object to the Estimated Purchase Price calculation of Final Adjusted Net Worth in writing setting forth in reasonable detail Buyer's objections and the Interim Closing Statement basis for those objections. If Buyer so objects and make any adjustments necessary thereto consistent with the provisions of this Section 2.6Parties do not resolve such objections on a mutually agreeable basis within thirty (30) days after Seller's receipt thereof, the determination of such disagreement shall be resolved within an additional sixty (60) day period by a "Big 6" accounting firm being conclusive and binding on jointly selected by the Parties; provided, however, that Parties (the Seller Representative reserves any and all other rights granted to it in this Agreement"Independent Firm"). The engagement fees of such accounting firm shall be borne as set forth in Section 2.6(d). (b) The Final Closing Statement shall become final and binding on the 30th day following delivery thereof, unless prior to the end of such period, the Seller Representative delivers to the Buyer written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses, as set forth in the Final Closing Statement. The Sellers shall be deemed to have agreed with all items and amounts of Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses not specifically referenced in the Notice of Disagreement (other than contra accounts and other items and amounts reasonably related to such items and amounts specifically referenced in the Notice of Disagreement), and such items and amounts shall not be subject to review in accordance with Section 2.6(c). Any Notice of Disagreement may reference only disagreements based on mathematical errors or based on amounts decision of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses as reflected on the Final Closing Statement not being calculated in accordance with this Section 2.6. (c) During the 30-day period following delivery of a Notice of Disagreement by the Seller Representative to the Buyer, the parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses as specified therein. The parties hereto acknowledge and agree that the Federal Rules of Evidence Rule 408 shall apply to the Buyer and the Seller Representative during such period of negotiations and any subsequent dispute arising therefrom. Any disputed items resolved in writing between the Seller Representative and the Buyer within such 30-day period Independent Firm shall be final and binding with respect to such items, and if upon the Seller Representative and Parties. Upon the Buyer agree in writing on the resolution of each disputed item specified by the Seller Representative in the Notice of Disagreement and the amount agreement of the Final EBITDAParties or the decision of the Independent Firm, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expensesor if Buyer fails to deliver an objection to Seller within the thirty (30) day period provided above, the amounts so determined shall be final and binding on the parties for all purposes hereunder and shall not be subject to appeal or further review. If the Seller Representative and the Buyer have not resolved all such differences by the end calculation of such 30-day period, the Seller Representative and the Buyer shall each make one written submission to an independent public accounting firm (the “Independent Accounting Firm”), detailing their views as to the correct nature and amount of each item remaining in dispute and the amounts of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses, which determination shall be final and binding on the parties for all purposes hereunder. Any item not specifically submitted to the Independent Accounting Firm for resolution Adjusted Net Worth shall be deemed final final. Each Party shall bear the fees, costs and binding on expenses of its own accountants and shall share equally the parties for all purposes hereunder (as set forth in the Final Closing Statementfees, the Notice of Disagreement or as otherwise resolved in writing by Seller Representative and the Buyer) and Seller Representative and the Buyer shall promptly deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Adjustment Escrow Fund and to deliver to the Sellers an amount equal to the excess, if any, of the Adjustment Escrow Fund over the greatest aggregate value of such disputed items submitted to the Independent Accounting Firm as claimed by Buyer and the Seller Representative. The Independent Accounting Firm shall consider only those items and amounts in the Seller Representative’s and the Buyer’s respective calculations of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses that are identified as being items and amounts to which the Seller Representative and the Buyer have been unable to agree. In resolving any disputed item, the Independent Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Independent Accounting Firm shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or, if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed in writing by the Seller Representative and the Buyer. The Seller Representative and the Buyer shall instruct the Independent Accounting Firm to render a written decision resolving the matters submitted to it as promptly as practicable, and in any event within 30 days following the submission thereof. Judgment may be entered upon the written determination of the Independent Accounting Firm in accordance with Section 11.9. In acting under this Agreement, the Independent Accounting Firm will be entitled to the powers, privileges and immunities of an arbitrator. (d) The costs of any dispute resolution pursuant to Section 2.6(c), including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by the Sellers and the Buyer in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party. (e) The Buyer and the Companies will, and will cause the Subsidiaries of the Companies (in the case of the Companies, during the period from and after the date of delivery of the Estimated Closing Statement through the Closing Date and, in the case of the Buyer, during the period from and after the date of delivery of the Interim Closing Statement (or, in the event Buyer fails to timely deliver such statement, the last date upon which the Final Closing Statement should have been delivered) through the resolution of any adjustment to the Purchase Price contemplated by this Section 2.6) to afford the other parties and their Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties (to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of the Target Entities and to any other information reasonably requested for purposes of reviewing the calculations contemplated by this Section 2.6 (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities). The Buyer and the Companies shall authorize their respective accountants to disclose work papers generated by such accountants in connection with reviewing the calculations contemplated by this Section 2.6; provided, that any such outside accountants shall not be obligated to make any work papers available except in accordance with such accountants’ normal disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (f) The Estimated Purchase Price shall be adjusted, upwards or downwards, as follows: (i) For the purpose of this Agreement, the “Net Adjustment Amount” shall be calculated as follows: an amount (which may be positive or negative) equal to (A) (1) the Final Cash (as finally determined pursuant to this Section 2.6), plus $500,000, less the product of (x) Final EBITDA (as finally determined pursuant to this Section 2.6) multiplied by (y) the Pro Rata EBITDA Fraction, minus (2) the Interim Payment Amount; minus (B) the Closing Payoff Indebtedness as finally determined pursuant to this Section 2.6, minus the Estimated Payoff Indebtedness; minus (C) the Closing Transaction Expenses as finally determined pursuant to this Section 2.6, minus the Estimated Transaction Expenses; (ii) If the Net Adjustment Amount is positive, then the Estimated Purchase Price shall be adjusted upwards in an amount equal thereto. In such event, (A) the Buyer shall pay the Net Adjustment Amount to the account(s) designated by the Seller Representative, and (B) the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to transfer all funds in the Adjustment Escrow Fund to the Seller Representative and the Escrow Agent shall do so. (iii) If the Net Adjustment Amount is negative the Estimated Purchase Price shall be adjusted downwards in an amount equal to the absolute value of the Net Adjustment Amount. In such event, the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to pay the Net Adjustment Amount out of the Adjustment Escrow Fund to the Buyer, and the remainder, if any, of the Adjustment Escrow Amount to the Seller Representative, in accordance with the terms of the Escrow Agreement and the Escrow Agreement, and the Escrow Agent shall do so. (g) Payments in respect of Section 2.6(f) shall be made within three Business Days of final determination of the Net Adjustment Amount pursuant to the provisions of this Section 2.6 by wire transfer of immediately available funds to such account or accounts as may be designated in writing by the party entitled to such payment at least two Business Days prior to such payment date. (h) For the avoidance of doubt, the Adjustment Escrow Amount shall serve as the sole and exclusive source of recovery for any amounts owed to the Buyer in connection with the final determination of the Purchase Price and Net Adjustment Amount pursuant to this Section 2.6. (i) Notwithstanding anything to the contrary, to the extent Estimated Payoff Indebtedness exceeds Closing Payoff Indebtedness (or Closing Payoff Indebtedness exceeds Estimated Payoff Indebtedness), and such excess (or shortfall) is solely attributable to a Blocker, as determined by the Seller Representative and designated in a notice to the Buyer, such excess (or shortfall) shall be solely for the account of the Trident Sellers. (j) Any amounts which become payable pursuant to this Section 2.6 will constitute an adjustment to the Purchase Price for all purposes hereunder, except to the extent otherwise required by applicable Law.

Post-Closing Adjustment of Purchase Price. (a) As soon as practicable but within 15 days after the completion A post-Closing adjustment of the external audit of the Buyer’s (or any successor’s) financial statements for the year ended December 31, 2020 (but in no event later than April 30, 2021), the Buyer shall prepare, or cause to be prepared, and deliver to the Seller Representative a written statement Cash Purchase Price (the “Final Closing StatementAdjustment Amount”) that shall include and set forth (i) a consolidated balance sheet be made to reflect the U.S. dollar amount by which, if at all, the Adjusted Net Assets of the Enhanced Entities Business as of immediately prior to the Closing Date, as finally determined in the manner provided in this Section 2.6, is less than the Adjusted Net Assets Target. Within three (the “Closing Balance Sheet”3) and a consolidated income statement of each of the Companies for the year ended December 31, 2020 (the “Year End Income Statement”) and (ii) a good faith calculation of the actual (A) EBITDA (the “Final EBITDA”), (B) Payoff Indebtedness (the “Closing Payoff Indebtedness”), (C) Cash (the “Final Cash”), and (D) Transaction Expenses (the “Closing Transaction Expenses”) (with each of Closing Payoff Indebtedness and Closing Transaction Expenses determined as of immediately prior to the Closing, Final Cash shall be determined as of December 31, 2020 and Final EBITDA shall be determined for the year ended December 31, 2020, in each case (except for Closing Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness)), without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreements), together with, in each case, reasonably detailed supporting information containing the components thereof. Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses shall be calculated in accordance with the definitions thereof and GAAP, which shall (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated by this Agreement or the Ancillary Agreements, (y) be based on facts and circumstances as they exist on the Closing Date and (z) exclude the effect of any, decision or event occurring on or Business Days after the Closing Date. In furtherance of Adjusted Net Assets Amount is finally determined and becomes binding and conclusive on the foregoing, the parties acknowledge and agree that GAAP is not intended Parties pursuant to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies that are not, in each case, specifically set forth therein. If the Buyer fails to timely deliver any of the Final Closing Statement and the calculations set forth therein in accordance with the foregoing, then, at the election of the Seller Representative in its sole discretion, either (x) the Net Adjustment Amount shall be conclusively deemed to equal $1,000,000 or (y) upon five (5) Business Days advance written notice to the Buyer, the Seller Representative shall retain an independent public accounting firm to provide an audit or other review of the Target Entities’ books and records, review the calculation of the Estimated Purchase Price and the Interim Closing Statement and make any adjustments necessary thereto consistent with the provisions of this Section 2.6, the determination Company, on behalf of such accounting firm being conclusive and binding on Willtek, shall make the Parties; payment provided for in this Section 2.6(a), if any, by wire transfer in immediately available funds to an account specified by the Buyers. If the Seller fails to timely make payment of the Adjustment Amount, if any, as provided, howeverthe Buyers (or Parent) shall have the right to institute such action or proceeding as they (it) deem appropriate to recover the Adjustment Amount, and, without limiting the foregoing, may do so otherwise, in whole or in part, by way of offset against any monies that may become payable to the Seller Representative reserves any and all other rights granted Indemnified Parties pursuant to it in Article IX of this Agreement. The engagement fees of such accounting firm shall be borne as set forth in Section 2.6(d). (b) Within one hundred twenty (120) days following the Closing Date, the Buyers or Parent shall prepare and deliver to the Company on behalf of Willtek, a statement of the Adjusted Net Assets of the Business as of the Closing Date (the “Closing Adjusted Net Assets Statement”) by applying the same methodology and principles described on Schedule 2.6(b) that were used to calculate the Adjusted Net Assets Target. (i) The Final Company shall have forty-five (45) days after the receipt of the Closing Adjusted Net Assets Statement shall become final (the “Seller’s Review Period”) to review the Closing Adjusted Net Assets Statement, and binding the books and records on which the preparation of the same were based. (ii) If the Company disputes any item(s) on the 30th day following delivery thereofClosing Adjusted Net Assets Statement, unless it shall give the Buyers written notice of such disagreement prior to the expiration of the Seller’s Review Period specifically identifying the item(s) and amount(s) in dispute and the basis for such dispute (the “Seller’s Notice”). The Parties shall use commercially reasonable efforts to reach agreement with respect to the disputed items within thirty (30) days following the delivery of the Seller’s Notice, or such longer period as may be agreed upon by the Parties (the “Resolution Period”). (iii) If the Company and the Parent mutually agree upon the Closing Adjusted Net Assets Statement within the Resolution Period, such agreement shall be binding upon the Parties. Any item(s) on the Closing Adjusted Net Assets Statement not specifically identified in writing as a disputed item before the end of such period, the Seller Representative delivers to the Buyer written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses, as set forth in the Final Closing Statement. The Sellers Seller’s Review Period shall be deemed to have agreed with all items and amounts of Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses not specifically referenced in the Notice of Disagreement (other than contra accounts and other items and amounts reasonably related to such items and amounts specifically referenced in the Notice of Disagreement), and such items and amounts shall not be subject to review in accordance with Section 2.6(c). Any Notice of Disagreement may reference only disagreements based on mathematical errors or based on amounts of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses as reflected on the Final Closing Statement not being calculated in accordance with this Section 2.6. (c) During the 30-day period following delivery of a Notice of Disagreement been accepted by the Seller Representative to the Buyer, the parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses as specified therein. The parties hereto acknowledge and agree that the Federal Rules of Evidence Rule 408 shall apply to the Buyer and the Seller Representative during such period of negotiations and any subsequent dispute arising therefrom. Any disputed items resolved in writing between the Seller Representative and the Buyer within such 30-day period shall be final and binding with respect to such items, and if the Seller Representative and the Buyer agree in writing on the resolution of each disputed item specified by the Seller Representative in the Notice of Disagreement and the amount of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses, the amounts so determined shall be final and binding on the parties for all purposes hereunder Willtek and shall not be subject to appeal any further dispute, review or further review. If the Seller Representative and the Buyer have not resolved all such differences by the end of such 30-day period, the Seller Representative and the Buyer shall each make one written submission to an independent public accounting firm (the “Independent Accounting Firm”), detailing their views as to the correct nature and amount of each item remaining in dispute and the amounts of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses, which determination shall be final and binding on the parties for all purposes hereunder. Any item not specifically submitted to the Independent Accounting Firm for resolution shall be deemed final and binding on the parties for all purposes hereunder (as set forth in the Final Closing Statement, the Notice of Disagreement or as otherwise resolved in writing by Seller Representative and the Buyer) and Seller Representative and the Buyer shall promptly deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Adjustment Escrow Fund and to deliver to the Sellers an amount equal to the excess, if any, of the Adjustment Escrow Fund over the greatest aggregate value of such disputed items submitted to the Independent Accounting Firm as claimed by Buyer and the Seller Representative. The Independent Accounting Firm shall consider only those items and amounts in the Seller Representative’s and the Buyer’s respective calculations of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses that are identified as being items and amounts to which the Seller Representative and the Buyer have been unable to agree. In resolving any disputed item, the Independent Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Independent Accounting Firm shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or, if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed in writing by the Seller Representative and the Buyer. The Seller Representative and the Buyer shall instruct the Independent Accounting Firm to render a written decision resolving the matters submitted to it as promptly as practicable, and in any event within 30 days following the submission thereof. Judgment may be entered upon the written determination of the Independent Accounting Firm in accordance with Section 11.9. In acting under this Agreement, the Independent Accounting Firm will be entitled to the powers, privileges and immunities of an arbitratorchange. (d) If the Parties fail to resolve any disputes with respect to the Closing Adjusted Net Assets Statement within the Resolution Period, the dispute shall be submitted for resolution within ten (10) days after the expiration of the Resolution Period to, and definitively and finally determined by, an independent, internationally recognized accounting firm that currently does not audit/review, and has not audited/ reviewed, within two years preceding the date of the appointment of such firm, any of the Seller, Parent or the Buyers, which shall be mutually selected by the Buyers and Willtek from those listed on Schedule 2.6(d) (the “Independent Accountant”). The costs Independent Accountant shall act as an expert and not as an arbitrator to determine, based solely on the presentations of any the Company and the Parent and Buyers, and not by independent review, only those items that are still in dispute. The Independent Accountant’s determination, rendered consistent with the terms hereof and in no event later than (30) days after the dispute resolution pursuant is submitted to Section 2.6(cit, shall be final, conclusive and binding and be set forth in a written statement delivered to the Company and Parent. The Company and the Buyers (or Parent), including jointly and severally, shall have equal responsibility for the fees and expenses of the Independent Accounting Firm Accountant, unless either Party has been found to (i) have acted in bad faith or (ii) have engaged in fraud or other such misconduct, in which case, that Party could be held responsible for the whole or a significant portion of such fees and of any enforcement of expenses. The Closing Adjusted Net Assets Statement as mutually agreed to by the determination thereof, Parties or otherwise as finally determined in the manner provided shall be borne by referred to as the Sellers and the Buyer in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Final “Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such partyAdjusted Net Assets Amount.” (e) The Buyer and the Companies will, and will cause the Subsidiaries of the Companies (in the case of the Companies, during the period from and after the date of delivery of the Estimated Closing Statement through the Closing Date and, in the case of the Buyer, during the period from and after the date of delivery of the Interim Closing Statement (or, in the event Buyer fails to timely deliver such statement, the last date upon which the Final Closing Statement should have been delivered) through the resolution of any Adjustment Amount shall be treated for income tax purposes as an adjustment to the Cash Purchase Price contemplated by this Section 2.6) to afford the other parties and their Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties (to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of the Target Entities and to any other information reasonably requested for purposes of reviewing the calculations contemplated by this Section 2.6 (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities). The Buyer and the Companies shall authorize their respective accountants to disclose work papers generated by such accountants in connection with reviewing the calculations contemplated by this Section 2.6; provided, that any such outside accountants shall not be obligated to make any work papers available except in accordance with such accountants’ normal disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountantsPrice. (f) The Estimated Purchase Price shall be adjustedAs a matter of convenience, upwards or downwards, as follows: (i) For in connection with the purpose performance of this Agreement, the “Net Adjustment Amount” shall be calculated as follows: an amount (which may be positive or negative) equal to (A) (1) the Final Cash (as finally determined pursuant to this Section 2.6), plus $500,000, less the product of (x) Final EBITDA (as finally determined pursuant to this Section 2.6) multiplied by (y) the Pro Rata EBITDA Fraction, minus (2) the Interim Payment Amount; minus (B) the Closing Payoff Indebtedness as finally determined pursuant to protocol outlined in this Section 2.6, minus Parent may substitute itself in the Estimated Payoff Indebtedness; minus place and stead of the Buyers as their representative. (Cg) Parent and the Buyers will make the work papers and back-up materials and records used in preparing the Closing Transaction Expenses as finally determined pursuant Adjusted Net Assets Statement available to this Section 2.6, minus the Estimated Transaction Expenses; (ii) If the Net Adjustment Amount is positive, then the Estimated Purchase Price shall be adjusted upwards in an amount equal thereto. In such event, Company and its accountants at reasonable times and upon reasonable notice at any time during (A) the Buyer shall pay the Net Adjustment Amount to the account(s) designated review by the Seller RepresentativeCompany of the Closing Adjusted Net Assets Statement, and (B) the Buyer resolution by the Company and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to transfer all funds in the Adjustment Escrow Fund to the Seller Representative and the Escrow Agent shall do so. (iii) If the Net Adjustment Amount is negative the Estimated Purchase Price shall be adjusted downwards in an amount equal to the absolute value Buyers of the Net Adjustment Amount. In such event, the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to pay the Net Adjustment Amount out of the Adjustment Escrow Fund to the Buyer, and the remainder, if any, of the Adjustment Escrow Amount to the Seller Representative, in accordance any dispute with the terms of the Escrow Agreement and the Escrow Agreement, and the Escrow Agent shall do so. (g) Payments in respect of Section 2.6(f) shall be made within three Business Days of final determination of the Net Adjustment Amount pursuant to the provisions of this Section 2.6 by wire transfer of immediately available funds to such account or accounts as may be designated in writing by the party entitled to such payment at least two Business Days prior to such payment date. (h) For the avoidance of doubt, the Adjustment Escrow Amount shall serve as the sole and exclusive source of recovery for any amounts owed to the Buyer in connection with the final determination of the Purchase Price and Net Adjustment Amount thereto pursuant to this Section 2.6. (i) Notwithstanding anything to the contrary, to the extent Estimated Payoff Indebtedness exceeds Closing Payoff Indebtedness (or Closing Payoff Indebtedness exceeds Estimated Payoff Indebtedness), and such excess (or shortfall) is solely attributable to a Blocker, as determined by the Seller Representative and designated in a notice to the Buyer, such excess (or shortfall) shall be solely for the account of the Trident Sellers. (j) Any amounts which become payable pursuant to this Section 2.6 will constitute an adjustment to the Purchase Price for all purposes hereunder, except to the extent otherwise required by applicable Law.

Post-Closing Adjustment of Purchase Price. (a) As soon as practicable but within 15 Within ninety (90) days after the completion of the external audit of the Buyer’s (or any successor’s) financial statements for the year ended December 31, 2020 (but in no event later than April 30, 2021)Closing Date, the Buyer shall prepare, or cause to be prepared, and deliver to the Seller Representative a written statement (the “Final Closing Statement”) that shall include and set forth (i) a the consolidated balance sheet of the Enhanced Entities Company and its Subsidiaries as of immediately prior to the Closing Date (the “Closing Balance Sheet”) and a consolidated income statement of each of the Companies for the year ended December 31, 2020 (the “Year End Income Statement”) and ); (ii) a good faith calculation of the actual (A) EBITDA Net Working Capital as of the Closing (the “Final EBITDAClosing Net Working Capital”), (B) Payoff Indebtedness as of the Closing (the “Closing Payoff Indebtedness”), (C) Cash as of the Closing (the “Final Closing Cash”), ) and (D) Transaction Expenses as of the Closing (the “Closing Transaction Expenses”) (with each of Closing Payoff Net Working Capital, Closing Indebtedness and Closing Transaction Expenses Cash determined as of immediately prior to the Closing, Final Cash shall be determined as of December 31, 2020 and Final EBITDA shall be determined for the year ended December 31, 2020, in each case (except for Closing Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness)), without giving effect to the transactions contemplated by this Agreement or herein) and (iii) on the Ancillary Agreements)basis of the foregoing, together with, in each case, reasonably detailed supporting information containing a calculation of the components thereofPurchase Price. Final EBITDAThe Closing Balance Sheet, Closing Payoff IndebtednessNet Working Capital, Final Cash Closing Indebtedness and Closing Transaction Expenses Cash shall be calculated in accordance with the definitions thereof and GAAP, which shall (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated by this Agreement or the Ancillary Agreements, (y) be based on facts and circumstances as they exist on the Closing Date and (z) exclude the effect of any, decision or event occurring on or after the Closing Date. In furtherance of the foregoing, the parties acknowledge and agree that GAAP is not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies that are not, in each case, specifically such terms set forth therein. If the Buyer fails to timely deliver any of the Final Closing Statement and the calculations set forth therein in accordance with the foregoing, then, at the election of the Seller Representative in its sole discretion, either (x) the Net Adjustment Amount shall be conclusively deemed to equal $1,000,000 or (y) upon five (5) Business Days advance written notice to the Buyer, the Seller Representative shall retain an independent public accounting firm to provide an audit or other review of the Target Entities’ books and records, review the calculation of the Estimated Purchase Price and the Interim Closing Statement and make any adjustments necessary thereto consistent with the provisions of this Section 2.6, the determination of such accounting firm being conclusive and binding on the Parties; provided, however, that the Seller Representative reserves any and all other rights granted to it in this Agreement. The engagement fees All calculations of such accounting firm Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses shall be borne as set forth accompanied by a certificate of the Buyer’s Chief Financial Officer certifying that such amounts have been prepared in Section 2.6(d)good faith in accordance with this Agreement. (b) The Final Closing Statement shall become final and binding on the 30th day following the Buyer’s delivery thereof, unless prior to the end of such period, the Seller Representative delivers to the Buyer written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Final EBITDAClosing Net Working Capital, Closing Payoff Indebtedness, Final Closing Cash and/or Closing Transaction Expenses, as set forth in the Final Closing Statement. The Sellers Seller shall be deemed to have agreed with all items and amounts the Buyer’s calculation of Final EBITDAClosing Net Working Capital, Closing Payoff Indebtedness, Final Closing Cash and/or Closing Transaction Expenses not specifically referenced in the Notice of Disagreement (other than contra accounts and other items and amounts reasonably related to such items and amounts specifically referenced in the Notice of Disagreement), and such items and amounts shall not be subject to review in accordance with Section 2.6(c2.4(c). Any Notice of Disagreement may reference only disagreements based on mathematical errors or based on amounts of the Final EBITDAClosing Net Working Capital, Closing Payoff Indebtedness, Final Closing Cash and/or Closing Transaction Expenses as reflected on the Final Closing Statement not being calculated in accordance with the provisions of this Section 2.6Agreement, including the definitions set forth herein. If a timely Notice of Disagreement is delivered by Seller, then the Closing Statement shall become final and binding on the parties on the earlier of (i) the date the Buyer and Seller resolve in writing any differences they have with respect to the matters set forth in the Notice of Disagreement and (ii) the date all matters in dispute are finally resolved by the Firm. (c) During the 30-fifteen (15) day period following delivery of a Notice of Disagreement by the Seller Representative to the Buyer, the parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation of the Final EBITDAClosing Net Working Capital, Closing Payoff Indebtedness, Final Closing Cash and/or Closing Transaction Expenses as specified therein. The parties hereto acknowledge and agree that the Federal Rules of Evidence Rule 408 shall apply to the Buyer and the Seller Representative during such period of negotiations therein and any subsequent dispute arising therefromrelated items. Any disputed items resolved in writing between the Seller Representative and the Buyer within such 30-fifteen (15) day period shall be final and binding with respect to such items, and if the Seller Representative and the Buyer agree in writing on the resolution of each disputed item specified by the Seller Representative in the Notice of Disagreement and the amount of the Final EBITDAClosing Net Working Capital, Closing Payoff Indebtedness, Final Closing Cash and Closing Transaction Expenses, the amounts so determined shall be final and binding on the parties for all purposes hereunder. If the Seller and the Buyer have not resolved all such differences by the end of such fifteen (15) day period, the Seller and the Buyer shall, within thirty (30) days following the end of such period, submit in writing to a nationally recognized independent firm with a nationally recognized dispute resolution practice (the “Firm”), their briefs detailing their views as to the correct nature and amount of each item remaining in dispute and the amounts of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses, and the Firm shall make a written determination as to each such disputed item and the amount of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses, which determination shall be final and binding on the parties for all purposes hereunder and shall not be subject to appeal or further review. If the Seller Representative and the Buyer have not resolved all such differences by the end of such 30-day period, the Seller Representative and the Buyer shall each make one written submission to an independent public accounting firm (the “Independent Accounting Firm”), detailing their views as to the correct nature and amount of each item remaining in dispute and the amounts of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses, which determination shall be final and binding on the parties for all purposes hereunder. Any item not specifically submitted to the Independent Accounting Firm for resolution shall be deemed final and binding on the parties for all purposes hereunder (as set forth in the Final Closing Statement, the Notice of Disagreement or as otherwise resolved in writing by Seller Representative and the Buyer) and Seller Representative and the Buyer shall promptly deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Adjustment Escrow Fund and to deliver to the Sellers an amount equal to the excess, if any, of the Adjustment Escrow Fund over the greatest aggregate value of such disputed items submitted to the Independent Accounting Firm as claimed by Buyer and the Seller Representative. The Independent Accounting Firm shall consider only those items and amounts in the Seller RepresentativeSeller’s and the Buyer’s respective calculations of the Final EBITDAClosing Net Working Capital, Closing Payoff Indebtedness, Final Closing Cash and Closing Transaction Expenses that are identified as being items and amounts to which the Seller Representative and the Buyer have been unable to agree. In resolving any disputed item, the Independent Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Independent Accounting Firm shall be ▇▇▇▇▇ Duff & ▇▇▇▇▇▇▇▇ , LLP or, if such firm is unable or unwilling to act, such other independent public accounting nationally recognized firm expert in resolving such disputes as shall be agreed in writing by the Seller Representative and the Buyer. The Seller Representative and the Buyer shall instruct use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it as promptly as practicable, and in any event within 30 thirty (30) days following the submission thereof. Judgment may be entered upon the written determination of the Independent Accounting Firm in accordance with Section 11.910.9. In acting under this Agreement, the Independent Accounting Firm will be entitled to the powers, privileges and immunities of an arbitrator. (d) The costs of any dispute resolution pursuant to Section 2.6(c), including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne 50% by the Sellers Seller and the Buyer in inverse proportion as they may prevail on the matters resolved 50% by the Independent Accounting FirmBuyer, which proportionate allocation shall be calculated on an aggregate basis based on unless the relative dollar values Firm adopts in full all the positions of one of the amounts parties, in dispute and which case the other party shall be determined by the Independent Accounting Firm at the time the determination bear 100% of such firm is rendered on the merits of the matters submittedamounts. The other fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of any Notice of Disagreement, as applicable, dispute resolution pursuant to this Section 2.4(c) shall be borne by such party. (e) The Buyer and the Companies Seller will, and will cause the Subsidiaries of the Companies Company (in the case of the CompaniesSeller, during the period from and after the date of delivery of the Estimated Closing Statement through prior to the Closing Date and, in the case of the Buyer, during the period from and after the date of delivery of the Interim Closing Statement (or, in the event Buyer fails to timely deliver such statement, the last date upon which the Final Closing Statement should have been delivered) through the resolution of any adjustment to the Purchase Price adjustments contemplated by this Section 2.62.4) to afford the other parties party and their its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties (to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)properties, books and records of the Target Entities Company and its Subsidiaries and to any other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 2.6 (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities)2.4. The Buyer and the Companies Each party shall authorize their respective its accountants to disclose work papers generated by such accountants in connection with preparing and reviewing the calculations contemplated by of the Net Working Capital, Cash and Indebtedness as specified in this Section 2.62.4; provided, that any such outside accountants shall not be obligated to make any work papers available except in accordance with such accountants’ normal disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (f) The Estimated Purchase Price Final Closing Statement, once final and binding in accordance with this Section 2.4, shall be adjusted, upwards or downwards, as follows:used to determine the Purchase Price. (i) For the purpose purposes of this Agreement, the “Net Adjustment Amount” shall be calculated as follows: an means the aggregate amount, which aggregate amount (which may be positive or negative) , equal to (A) (1) the Final Cash (as finally determined pursuant to this Section 2.6), plus $500,000, less the product of (x) Final EBITDA (as finally determined pursuant to this Section 2.6) multiplied by (y) the Pro Rata EBITDA Fraction, minus (2) the Interim Payment Amount; minus (B) the Closing Payoff Indebtedness as finally determined pursuant to this Section 2.6, minus the Estimated Payoff Indebtedness; minus (C) the Closing Transaction Expenses as finally determined pursuant to this Section 2.6, minus the Estimated Transaction Expenses; (ii) If the Net Adjustment Amount is positive, then the Estimated Purchase Price shall be adjusted upwards in an amount equal thereto. In such event, (A) the Buyer shall pay the Net Adjustment Amount to the account(s) designated by the Seller Representative, and (B) the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to transfer all funds in the Adjustment Escrow Fund to the Seller Representative and the Escrow Agent shall do so. (iii) If the Net Adjustment Amount is negative the Estimated Purchase Price shall be adjusted downwards in an amount equal to the absolute value of the Net Adjustment Amount. In such event, the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to pay the Net Adjustment Amount out of the Adjustment Escrow Fund to the Buyer, and the remainder, if any, of the Adjustment Escrow Amount to the Seller Representative, in accordance with the terms of the Escrow Agreement and the Escrow Agreement, and the Escrow Agent shall do so. (g) Payments in respect of Section 2.6(f) shall be made within three Business Days of final determination of the Net Adjustment Amount pursuant to the provisions of this Section 2.6 by wire transfer of immediately available funds to such account or accounts as may be designated in writing by the party entitled to such payment at least two Business Days prior to such payment date. (h) For the avoidance of doubt, the Adjustment Escrow Amount shall serve as the sole and exclusive source of recovery for any amounts owed to the Buyer in connection with the final determination of the Purchase Price and Net Adjustment Amount pursuant to this Section 2.6. (i) Notwithstanding anything to the contrary, to the extent Estimated Payoff Indebtedness exceeds Closing Payoff Indebtedness (or Closing Payoff Indebtedness exceeds Estimated Payoff Indebtedness), and such excess (or shortfall) is solely attributable to a Blocker, as determined by the Seller Representative and designated in a notice to the Buyer, such excess (or shortfall) shall be solely for the account of the Trident Sellers. (j) Any amounts which become payable pursuant to this Section 2.6 will constitute an adjustment to the Purchase Price for all purposes hereunder, except to minus the extent otherwise required by applicable LawEstimated Purchase Price.

Post-Closing Adjustment of Purchase Price. (a) As Subject to the provisions of paragraph (10)(c) of Exhibit B hereto, as soon as practicable but (and in any event within 15 days after 90 days) following the completion Closing Date, the Company shall prepare and deliver to Sellers and Purchaser an audited consolidated income statement of the external audit Company and its Subsidiaries for the Interim Period (the "Interim Period Income Statement") and a statement of (i) the Interim Period Net Income and (ii) the amount, if any, by which the sum of Interim Period Net Income and Interim Period Capital Contributions exceeds the Interim Period Dividends (the "Positive Adjustment Amount") or the amount, if any, by which the Interim Period Dividends exceed the sum of Interim Period Net Income and Interim Period Capital Contributions (the "Negative Adjustment Amount" and, together with the Positive Adjustment Amount, the "Adjustment Amount"). The Interim Period Income Statement shall be audited by Coopers & Lybr▇▇▇ ▇.▇.P. ("C&L"), and C&L also shall certify that the Interim Period Income Statement and the statements of Interim Period Net Income and the Adjustment Amount have been prepared in accordance with this Agreement. The reasonable fees and expenses of C&L shall be paid 50% by the Company and 50% by Purchaser. Except as otherwise expressly provided in the definition of Interim Period Net Income, the Interim Period Income Statement shall be prepared in accordance with (x) the books and records of the Buyer’s Company and its Subsidiaries and (or any successor’sy) financial statements the principles and procedures used in the preparation of the audited consolidated income statement of the Company and its Subsidiaries for the year ended December 31, 2020 (but in no event later than April 30, 2021), the Buyer shall prepare, or cause to be prepared, and deliver to the Seller Representative a written statement (the “Final Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of the Enhanced Entities as of immediately prior to the Closing (the “Closing Balance Sheet”) and a consolidated income statement of each of the Companies for the year ended December 31, 2020 (the “Year End Income Statement”) and (ii) a good faith calculation of the actual (A) EBITDA (the “Final EBITDA”), (B) Payoff Indebtedness (the “Closing Payoff Indebtedness”), (C) Cash (the “Final Cash”), and (D) Transaction Expenses (the “Closing Transaction Expenses”) (with each of Closing Payoff Indebtedness and Closing Transaction Expenses determined as of immediately prior to the Closing, Final Cash shall be determined as of December 31, 2020 and Final EBITDA shall be determined for the year ended December 31, 2020, in each case (except for Closing Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness)), without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreements), together with, in each case, reasonably detailed supporting information containing the components thereof. Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses shall be calculated in accordance with the definitions thereof and GAAP, which shall (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated by this Agreement or the Ancillary Agreements, (y) be based on facts and circumstances as they exist on the Closing Date and (z) exclude the effect of any, decision or event occurring on or after the Closing Date. In furtherance of the foregoing, the parties acknowledge and agree that GAAP is not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies that are not, in each case, specifically set forth therein. If the Buyer fails to timely deliver any of the Final Closing Statement and the calculations set forth therein in accordance with the foregoing, then, at the election of the Seller Representative in its sole discretion, either (x) the Net Adjustment Amount shall be conclusively deemed to equal $1,000,000 or (y) upon five (5) Business Days advance written notice to the Buyer, the Seller Representative shall retain an independent public accounting firm to provide an audit or other review of the Target Entities’ books and records, review the calculation of the Estimated Purchase Price and the Interim Closing Statement and make any adjustments necessary thereto consistent with the provisions of this Section 2.6, the determination of such accounting firm being conclusive and binding on the Parties; provided, however, that the Seller Representative reserves any and all other rights granted to it in this Agreement. The engagement fees of such accounting firm shall be borne as set forth in Section 2.6(d)1995. (b) The Final Closing Statement Sellers and Purchaser shall become final and binding on the 30th day following delivery thereof, unless prior to the end of such period, the Seller Representative delivers to the Buyer written notice of its disagreement (have a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses, as set forth in the Final Closing Statement. The Sellers shall be deemed to have agreed with all items and amounts of Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses not specifically referenced in the Notice of Disagreement (other than contra accounts and other items and amounts reasonably related to such items and amounts specifically referenced in the Notice of Disagreement), and such items and amounts shall not be subject to review in accordance with Section 2.6(c). Any Notice of Disagreement may reference only disagreements based on mathematical errors or based on amounts of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses as reflected on the Final Closing Statement not being calculated in accordance with this Section 2.6. (c) During the 30-day period following delivery of a Notice of Disagreement by the Seller Representative to the Buyer, the parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses as specified therein. The parties hereto acknowledge and agree that the Federal Rules of Evidence Rule 408 shall apply to the Buyer and the Seller Representative during such period of negotiations and any subsequent dispute arising therefrom. Any disputed items resolved in writing between the Seller Representative and the Buyer within such thirty (30-day period shall be final and binding with respect to such items, and if the Seller Representative and the Buyer agree in writing on the resolution of each disputed item specified by the Seller Representative in the Notice of Disagreement and the amount of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses, the amounts so determined shall be final and binding on the parties for all purposes hereunder and shall not be subject to appeal or further review. If the Seller Representative and the Buyer have not resolved all such differences by the end of such 30-day period, the Seller Representative and the Buyer shall each make one written submission to an independent public accounting firm (the “Independent Accounting Firm”), detailing their views as to the correct nature and amount of each item remaining in dispute and the amounts of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses, which determination shall be final and binding on the parties for all purposes hereunder. Any item not specifically submitted to the Independent Accounting Firm for resolution shall be deemed final and binding on the parties for all purposes hereunder (as set forth in the Final Closing Statement, the Notice of Disagreement or as otherwise resolved in writing by Seller Representative and the Buyer) and Seller Representative and the Buyer shall promptly deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Adjustment Escrow Fund and to deliver to the Sellers an amount equal to the excess, if any, of the Adjustment Escrow Fund over the greatest aggregate value of such disputed items submitted to the Independent Accounting Firm as claimed by Buyer and the Seller Representative. The Independent Accounting Firm shall consider only those items and amounts in the Seller Representative’s and the Buyer’s respective calculations of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses that are identified as being items and amounts to which the Seller Representative and the Buyer have been unable to agree. In resolving any disputed item, the Independent Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Independent Accounting Firm shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or, if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed in writing by the Seller Representative and the Buyer. The Seller Representative and the Buyer shall instruct the Independent Accounting Firm to render a written decision resolving the matters submitted to it as promptly as practicable, and in any event within 30 business days following the submission thereof. Judgment may be entered upon the written determination of the Independent Accounting Firm in accordance with Section 11.9. In acting under this Agreement, the Independent Accounting Firm will be entitled to the powers, privileges and immunities of an arbitrator. (d) The costs of any dispute resolution pursuant to Section 2.6(c), including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by the Sellers and the Buyer in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party. (e) The Buyer and the Companies will, and will cause the Subsidiaries of the Companies (in the case of the Companies, during the period from and after the date of delivery of the Estimated Closing Statement through the Closing Date and, in the case of the Buyer, during the period from and after the date of delivery of the Interim Closing Period Income Statement (orto present in writing to Purchaser or Sellers' Representative, in as the event Buyer fails to timely deliver such statement, the last date upon which the Final Closing Statement should have been delivered) through the resolution of any adjustment to the Purchase Price contemplated by this Section 2.6) to afford the other parties and their Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties (to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of the Target Entities and to any other information reasonably requested for purposes of reviewing the calculations contemplated by this Section 2.6 case may be (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities). The Buyer and the Companies shall authorize their respective accountants to disclose work papers generated by such accountants in connection with reviewing the calculations contemplated by this Section 2.6; provided, that any such outside accountants shall not be obligated to make any work papers available except in accordance with such accountants’ normal disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (f) The Estimated Purchase Price shall be adjusted, upwards or downwards, as follows: (i) For the purpose of this Agreement, the “Net Adjustment Amount” shall be calculated as follows: an amount (which may be positive or negative) equal to (A) (1) the Final Cash (as finally determined pursuant to this Section 2.6), plus $500,000, less the product of (x) Final EBITDA (as finally determined pursuant to this Section 2.6) multiplied by (y) the Pro Rata EBITDA Fraction, minus (2) the Interim Payment Amount; minus (B) the Closing Payoff Indebtedness as finally determined pursuant to this Section 2.6, minus the Estimated Payoff Indebtedness; minus (C) the Closing Transaction Expenses as finally determined pursuant to this Section 2.6, minus the Estimated Transaction Expenses; (ii) If the Net Adjustment Amount is positive, then the Estimated Purchase Price shall be adjusted upwards in an amount equal thereto. In such event, (A) the Buyer shall pay the Net Adjustment Amount to the account(s) designated by the Seller Representative, and (B) the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to transfer all funds in the Adjustment Escrow Fund to the Seller Representative and the Escrow Agent shall do so. (iii) If the Net Adjustment Amount is negative the Estimated Purchase Price shall be adjusted downwards in an amount equal to the absolute value of the Net Adjustment Amount. In such event, the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to pay the Net Adjustment Amount out of the Adjustment Escrow Fund to the Buyer, and the remainder, if any, of the Adjustment Escrow Amount to the Seller Representative, in accordance with the terms of the Escrow Agreement and the Escrow Agreement, and the Escrow Agent shall do so. (g) Payments in respect of Section 2.6(f) shall be made within three Business Days of final determination of the Net Adjustment Amount pursuant to the provisions of this Section 2.6 by wire transfer of immediately available funds to such account or accounts as may be designated in writing by the party entitled to such payment at least two Business Days prior to such payment date. (h) For the avoidance of doubt, the Adjustment Escrow Amount shall serve as the sole and exclusive source of recovery for any amounts owed to the Buyer in connection with the final determination of the Purchase Price and Net Adjustment Amount pursuant to this Section 2.6. (i) Notwithstanding anything to the contrary, to the extent Estimated Payoff Indebtedness exceeds Closing Payoff Indebtedness (or Closing Payoff Indebtedness exceeds Estimated Payoff Indebtedness), and such excess (or shortfall) is solely attributable to a Blocker, as determined by the Seller Representative and designated in a notice to the Buyer, such excess (or shortfall) shall be solely for the account of the Trident Sellers. (j) Any amounts which become payable pursuant to this Section 2.6 will constitute an adjustment to the Purchase Price for all purposes hereunder, except to the extent otherwise required by applicable Law.each

Post-Closing Adjustment of Purchase Price. (a) As soon as reasonably practicable but following the Closing Date, and in any event within 15 (i) if the Closing occurs on the last day of any month, 75 days after the completion Closing Date or (ii) if the Closing does not occur on the last day of any month, 90 days after the external audit of the Buyer’s (or any successor’s) financial statements for the year ended December 31Closing Date, 2020 (but in no event later than April 30, 2021), the Buyer shall prepare, or cause the Company’s accountant to be prepared, prepare in good faith and deliver to the Seller Representative a written statement (the “Final Closing Adjustment Statement”) that shall include and set setting forth (i) a consolidated balance sheet of the Enhanced Entities as of immediately prior to the Closing (the “Closing Balance Sheet”) and a consolidated income statement of each of the Companies for the year ended December 31, 2020 (the “Year End Income Statement”) and ; (ii) a Buyer’s good faith calculation of the actual (A) EBITDA (the “Final EBITDA”)Closing Net Working Capital, (B) Payoff Indebtedness (the “Closing Payoff Indebtedness”)Cash Amount, (C) Cash (the “Final Cash”)Closing Transaction Expenses, and (D) Transaction Expenses (the “Closing Transaction Expenses”) (with each of Closing Payoff Company Indebtedness and (E) the Closing Transaction Expenses determined as of immediately prior to the Closing, Final Cash shall be determined as of December 31, 2020 and Final EBITDA shall be determined for the year ended December 31, 2020, in each case (except for Closing Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness)), without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreements), together withNet Working Capital Adjustment Amount, in each case, reasonably detailed supporting information containing the components thereof. Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses shall be calculated determined in accordance with the definitions thereof Agreed Accounting Principles; and GAAP(iii) on the basis of the foregoing, which a calculation of the Closing Purchase Price; provided, however, the Closing Adjustment Statement (and any amounts included therein) shall (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence give effect to the consummation of the transactions contemplated by this Agreement Agreement, including any act or omission by Buyer or any of its Subsidiaries or the Ancillary AgreementsCompany or its Subsidiaries taken at, (y) be based on facts and circumstances as they exist on after or in connection with the Closing Date or reflect any payments of cash in respect of the Purchase Price, or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, the calculations and (z) exclude the effect purchase price adjustment to be made pursuant to this ‎Section 2.04 are only meant to reflect the proper calculation of any, decision or event occurring on or after the Closing DatePurchase Price (and the inputs thereto) in accordance with the applicable definitions contained therein and otherwise in this Agreement and the applicable terms and conditions of this Agreement. In furtherance of Without limiting the foregoing, the parties acknowledge and agree that GAAP calculations of Net Working Capital pursuant to this Section 2.04 are only meant to reflect changes in Net Working Capital calculated in a manner consistent with Baseline Net Working Capital. Nothing in this Section 2.04 is not intended to permit be used to adjust for errors or omissions that may be found with respect to the introduction calculation of different judgmentsBaseline Net Working Capital. No fact or event, accounting methodsincluding any market or business development, policiesoccurring after the Closing shall be taken into consideration in the calculations to be made pursuant to this ‎Section 2.04. The Closing Adjustment Statement shall include reasonable detail and be accompanied by (x) supporting documentation, principlesand (y) a certificate duly executed by an officer of Buyer certifying that the Closing Adjustment Statement, practices, procedures, classifications or estimation methodologies that are not, in each case, specifically and all amounts and calculations set forth therein, were determined in accordance with the Agreed Accounting Principles. If the Buyer fails to timely deliver any of the Final Closing Adjustment Statement and the calculations set forth therein in accordance with the foregoingthis Section 2.04(a) within such 75- or 90-day period (as applicable), then, then Seller shall be entitled to retain (at the election sole cost and expense of Buyer) an independent accounting firm of recognized national standing to review the books of the Seller Representative in Company and its sole discretionSubsidiaries, either (x) determine the Net Adjustment Amount shall be conclusively deemed to equal $1,000,000 or (y) upon five (5) Business Days advance written notice to the Buyercalculation of, and prepare, the Seller Representative shall retain an independent public accounting firm to provide an audit or other review of the Target Entities’ books and records, review the calculation of the Estimated Purchase Price and the Interim Closing Adjustment Statement and make any adjustments necessary thereto consistent with the provisions of this Section 2.62.04(a), the determination of such independent accounting firm being conclusive conclusive, final and binding on the Parties; provided, however, that the Seller Representative reserves any and all other rights granted to it in this Agreement. The engagement fees of such accounting firm shall be borne as set forth in Section 2.6(d). (b) The Final Buyer shall consult with Seller in connection with the preparation of the Closing Statement shall become final and binding on the 30th day following delivery thereof, unless prior to the end of such period, the Seller Representative delivers to the Buyer written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses, as set forth in the Final Closing Adjustment Statement. The Sellers shall be deemed to have agreed with all items and amounts of Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses not specifically referenced in the Notice of Disagreement (other than contra accounts and other items and amounts reasonably related to such items and amounts specifically referenced in the Notice of Disagreement), and such items and amounts shall not be subject to review in accordance with Section 2.6(c). Any Notice of Disagreement may reference only disagreements based on mathematical errors or based on amounts of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses as reflected on the Final Closing Statement not being calculated in accordance with this Section 2.6. (c) During the 30-day period immediately following delivery Seller’s receipt of a Notice of Disagreement by the Closing Adjustment Statement, Seller Representative and its representatives (i) will be permitted to review, during normal business hours and upon reasonable notice, the Company’s and Buyer’s books and records and the working papers related to the Buyer, the parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation preparation of the Final EBITDAClosing Adjustment Statement (including the determinations included therein), Closing Payoff Indebtednessand (ii) will be given access, Final Cash and/or Closing Transaction Expenses as specified therein. The parties hereto acknowledge during normal business hours and agree that the Federal Rules upon reasonable notice, to knowledgeable employees and accounting professionals of Evidence Rule 408 shall apply to the Buyer and the Seller Representative during such period of negotiations and any subsequent dispute arising therefrom. Any disputed items resolved Company in writing between the Seller Representative and the Buyer within such 30-day period shall be final and binding with respect order to such items, and if the Seller Representative and the Buyer agree in writing on the resolution of each disputed item specified by the Seller Representative in the Notice of Disagreement and the amount facilitate Seller’s review of the Final EBITDAClosing Adjustment Statement. If Seller has no objections to the Closing Adjustment Statement, then the Closing Balance Sheet, Closing Payoff IndebtednessNet Working Capital, Final Closing Cash and Amount, Closing Transaction Expenses, the amounts so determined shall be final Closing Company Indebtedness, Closing Net Working Capital Adjustment Amount and binding Closing Purchase Price set forth on the parties Closing Adjustment Statement will be treated as the Final Balance Sheet, Final Net Working Capital, Final Cash Amount, Final Transaction Expenses, Final Company Indebtedness, Final Net Working Capital Adjustment Amount and Final Closing Purchase Price for all purposes hereunder hereof. If Seller has any objections to the Closing Adjustment Statement, Seller will deliver a detailed statement describing such objections to the Company’s accountant and shall Buyer within 30 days after receiving the Closing Adjustment Statement. Buyer, the Company’s accountant, Seller and Seller’s accountant will use their reasonable best efforts to resolve any such objections. If a final resolution is not obtained within 15 days after the Company’s accountant and Buyer have received the statement of objections, then Buyer and Seller will submit any disputed items to the Independent Accountant. The Independent Accountant will determine each disputed item (the amount of which may not be more favorable to Buyer than the related amount reflected in Buyer’s draft of the Closing Adjustment Statement nor more favorable to Seller than the related amount set forth in Seller’s objections) as promptly as may be reasonably practicable, and Buyer and Seller will instruct the Independent Accountant to endeavor to complete such process within a period of no more than 30 days. The Parties shall use commercially reasonable efforts to make available to the Independent Accountant during normal business hours such employees, information, books and records as may be reasonably requested by the Independent Accountant to make its final determination (in the case of accountant work papers of the outside independent accountant of the Company or Buyer, subject to appeal or further reviewthe Independent Accountant entering into a customary confidentiality agreement with respect thereto). If The Independent Accountant may conduct such proceedings as the Seller Representative and Independent Accountant believes, in its sole discretion, will assist in the Buyer have not resolved all such differences by the end of such 30-day period, the Seller Representative and the Buyer shall each make one written submission to an independent public accounting firm (the “Independent Accounting Firm”), detailing their views as to the correct nature and amount of each item remaining in dispute and the amounts determination of the Final EBITDAdisputed items; provided, Closing Payoff Indebtednesshowever, Final Cash that, except as Buyer and Closing Transaction ExpensesSeller may otherwise agree, all communications between Buyer and Seller or any of their respective representatives, on the one hand, and the Independent Accounting Firm shall make a Accountant, on the other hand, will be in writing with copies simultaneously delivered to the non-communicating party. The Independent Accountant’s determination of the disputed items will be final, binding and conclusive on Buyer and Seller, effective as of the date the Independent Accountant’s written determination as to each such disputed item and the amount of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses, which determination shall be final and binding on the parties for all purposes hereunder. Any item not specifically submitted to the Independent Accounting Firm for resolution shall be deemed final and binding on the parties for all purposes hereunder (as set forth in the Final Closing Statement, the Notice of Disagreement or as otherwise resolved in writing by Seller Representative and the Buyer) and Seller Representative and the Buyer shall promptly deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Adjustment Escrow Fund and to deliver to the Sellers an amount equal to the excess, if any, of the Adjustment Escrow Fund over the greatest aggregate value of such disputed items submitted to the Independent Accounting Firm as claimed is received by Buyer and the Seller Representative. The Independent Accounting Firm shall consider only those items and amounts in the Seller Representative’s and the Buyer’s respective calculations of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses that are identified as being items and amounts to which the Seller Representative and the Buyer have been unable to agreeSeller. In resolving any disputed item, the Independent Accountant (x) shall be bound by the provisions of this Section 2.04(b), and the definitions set forth in this Agreement; (y) shall limit its review to the disputed items submitted to the Independent Accountant for resolution and not otherwise investigate matters independently; and (z) shall further limit its review of the disputed items solely to whether the disputed items have been prepared in accordance with the Agreed Accounting Firm may not assign a value Principles and the other applicable definitions set forth in this Agreement or contain any mathematical or clerical error. (c) The Independent Accountant will revise the Closing Adjustment Statement (the “Final Adjustment Statement”) as appropriate to reflect the final determinations (as finally determined in accordance with this Section 2.04) of the Closing Balance Sheet (the “Final Balance Sheet”), the Closing Net Working Capital (the “Final Net Working Capital”), the Closing Cash Amount (the “Final Cash Amount”), the Closing Transaction Expenses (the “Final Transaction Expenses”), the Closing Company Indebtedness (the “Final Company Indebtedness”), the Closing Net Working Capital Adjustment Amount (the “Final Net Working Capital Adjustment Amount”) and the Closing Purchase Price (the “Final Closing Purchase Price”), and deliver it to Buyer and Seller within 10 days after such final determination. Seller and Buyer agree that the procedure set forth in this Section 2.04 for resolving disputes with respect to any item greater than of the greatest value for such item claimed by either party or less than items set forth on the smallest value for such item claimed by either party. The Independent Accounting Firm Closing Adjustment Statement shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP orthe sole and exclusive method for resolving such disputes; provided, if such firm is unable or unwilling to acthowever, such other independent public accounting firm as shall be agreed in writing by that the Seller Representative and the Buyer. The Seller Representative and the Buyer shall instruct the Independent Accounting Firm to render a written decision resolving the matters submitted to it as promptly as practicable, and in any event within 30 days following the submission thereof. Judgment Parties agree that judgment may be entered upon the written determination of the Independent Accounting Firm Accountant in accordance with Section 11.9. In acting under this Agreement, any court having jurisdiction over the Independent Accounting Firm will Party against which such determination is to be entitled to the powers, privileges and immunities of an arbitratorenforced. (d) The costs of any dispute resolution pursuant to “Adjustment Amount,” which may be positive or negative, shall mean the Final Closing Purchase Price (as finally determined in accordance with ‎this Section 2.6(c2.04) minus the Estimated Closing Purchase Price. (e) If the Adjustment Amount is a positive number (such amount, the “Increase Amount”), including then, within three Business Days after receipt of the Final Adjustment Statement, Buyer shall promptly pay to Seller an amount equal to the Increase Amount by wire transfer of immediately available funds to the account designated by Seller. If the Adjustment Amount is a negative number (the absolute value of such amount, the “Deficit Amount”), then, within three Business Days after receipt of the Final Adjustment Statement, Seller shall promptly pay to Buyer an amount equal to the Deficit Amount by wire transfer of immediately available funds to the account designated by Buyer. (f) If any unresolved objections are submitted to the Independent Accountant for resolution as provided above, all fees and expenses of the Independent Accounting Firm and of any enforcement of Accountant relating to the determination thereof, work to be performed by the Independent Accountant hereunder shall be borne by the Sellers Seller and the Buyer in inverse proportion as they may prevail on the matters resolved by the Independent Accounting FirmAccountant, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party. (e) The Buyer and the Companies will, and will cause the Subsidiaries of the Companies (in the case of the Companies, during the period from and after the date of delivery of the Estimated Closing Statement through the Closing Date and, in the case of the Buyer, during the period from and after the date of delivery of the Interim Closing Statement (or, in the event Buyer fails to timely deliver such statement, the last date upon which the Final Closing Statement should have been delivered) through the resolution of any adjustment to the Purchase Price contemplated by this Section 2.6) to afford the other parties and their Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties (to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of the Target Entities and to any other information reasonably requested for purposes of reviewing the calculations contemplated by this Section 2.6 (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities). The Buyer and the Companies shall authorize their respective accountants to disclose work papers generated by such accountants in connection with reviewing the calculations contemplated by this Section 2.6; provided, that any such outside accountants shall not be obligated to make any work papers available except in accordance with such accountants’ normal disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (f) The Estimated Purchase Price shall be adjusted, upwards or downwards, as follows: (i) For the purpose of this Agreement, the “Net Adjustment Amount” shall be calculated as follows: an amount (which may be positive or negative) equal to (A) (1) the Final Cash (as finally determined pursuant to this Section 2.6), plus $500,000, less the product of (x) Final EBITDA (as finally determined pursuant to this Section 2.6) multiplied by (y) the Pro Rata EBITDA Fraction, minus (2) the Interim Payment Amount; minus (B) the Closing Payoff Indebtedness as finally determined pursuant to this Section 2.6, minus the Estimated Payoff Indebtedness; minus (C) the Closing Transaction Expenses as finally determined pursuant to this Section 2.6, minus the Estimated Transaction Expenses; (ii) If the Net Adjustment Amount is positive, then the Estimated Purchase Price shall be adjusted upwards in an amount equal thereto. In such event, (A) the Buyer shall pay the Net Adjustment Amount to the account(s) designated by the Seller Representative, and (B) the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to transfer all funds in the Adjustment Escrow Fund to the Seller Representative and the Escrow Agent shall do so. (iii) If the Net Adjustment Amount is negative the Estimated Purchase Price shall be adjusted downwards in an amount equal to the absolute value of the Net Adjustment Amount. In such event, the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to pay the Net Adjustment Amount out of the Adjustment Escrow Fund to the Buyer, and the remainder, if any, of the Adjustment Escrow Amount to the Seller Representative, in accordance with the terms of the Escrow Agreement and the Escrow Agreement, and the Escrow Agent shall do soAccountant. (g) Payments If the delivery deadline date set forth in respect of this Section 2.6(f) 2.04 is a day that is not a Business Day, the applicable delivery deadline date shall be made within three the immediately following Business Days of final determination of the Net Adjustment Amount pursuant to the provisions of this Section 2.6 by wire transfer of immediately available funds to such account or accounts as may be designated in writing by the party entitled to such payment at least two Business Days prior to such payment dateDay. (h) For the avoidance of doubt, the Adjustment Escrow Amount shall serve as the sole and exclusive source of recovery for Notwithstanding any amounts owed to the Buyer provision set forth in connection with the final determination of the Purchase Price and Net Adjustment Amount pursuant to this Section 2.6. (i) Notwithstanding anything 2.04 or elsewhere in this Agreement to the contrary, there is no general agreement among the Parties to the extent Estimated Payoff Indebtedness exceeds Closing Payoff Indebtedness (or Closing Payoff Indebtedness exceeds Estimated Payoff Indebtedness), and such excess (or shortfall) is solely attributable submit disputes under this Agreement to a Blocker, as determined by the Seller Representative and designated in a notice to the Buyer, such excess (or shortfall) shall be solely for the account of the Trident Sellersarbitration. (j) Any amounts which become payable pursuant to this Section 2.6 will constitute an adjustment to the Purchase Price for all purposes hereunder, except to the extent otherwise required by applicable Law.

Post-Closing Adjustment of Purchase Price. (a) As soon as reasonably practicable but following the Closing Date, and in any event within 15 45 calendar days after the completion of the external audit of the Buyer’s (or any successor’s) financial statements for the year ended December 31thereof, 2020 (but in no event later than April 30, 2021), the Buyer shall prepare, or cause to be prepared, prepare and deliver to the Seller Representative a written statement (the “Final Closing Statement”) that shall include and set forth (i) a an unaudited consolidated balance sheet of the Enhanced Entities as of immediately prior to the Closing Business (the “Closing Balance Sheet”) and a consolidated income statement of each of the Companies for the year ended December 31), 2020 (the “Year End Income Statement”) and (ii) a good faith calculation of the actual Net Working Capital (A) EBITDA (the “Final EBITDAClosing Date Net Working Capital”), (Biii) Payoff Indebtedness a calculation of the aggregate amount of all Debt of the Business (the “Closing Payoff Indebtedness”), (C) Cash (the “Final CashDate Debt”), and (Div) Transaction Expenses a calculation of Cash of the SLP Subsidiary (the “Closing Transaction ExpensesDate Cash”) (with each of Closing Payoff Indebtedness and Closing Transaction Expenses determined as of immediately prior to the Closing, Final Cash shall be determined as of December 31, 2020 and Final EBITDA shall be determined for the year ended December 31, 2020), in each case (except for as set forth in the proviso below) (x) calculated as of the close of business on the Closing Transaction Expenses Date in accordance with the Accounting Principles and Unpaid Taxes (included in Payoff Indebtedness)), y) without giving effect to the consummation of the acquisition of the Business by the Buyer, including any payments of cash in respect of the Purchase Price, the repayment of Debt, or other payments or any financing transactions in connection with the Closing or the other transactions contemplated by this Agreement or hereby; provided, however, (I) the Ancillary Agreements), together with, in each case, reasonably detailed supporting information containing the components thereof. Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses Balance Sheet shall be calculated in accordance with the definitions thereof and GAAP, which shall (x) not include any reflect no changes in assets reserves (regardless of whether any such reserve is recorded as an offset to a current asset’s carrying value or liabilities is included as a result of purchase accounting adjustments or an accrued liability in the Closing Balance Sheet) from amounts contained in the Balance Sheet, other than changes arising from or resulting as a consequence of the transactions contemplated by this Agreement or the Ancillary Agreements, (y) be based on therein attributable to changes in facts and circumstances as they exist on occurring after the date of the Balance Sheet and (II) the Closing Date Balance Sheet shall not reflect any expense or liability for which Buyer is responsible under Section 11.1 of this Agreement. Following the Closing, the Buyer shall provide the Sellers and their representatives, upon reasonable request, access during normal business hours to the records, properties, personnel and (zsubject to the execution of customary work paper access letters if requested) exclude auditors of the effect Business relating to the preparation of any, decision or event occurring on or after the Closing Date. In furtherance Balance Sheet and shall cause the personnel of the foregoing, the parties acknowledge and agree that GAAP is not intended Business to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies that are not, in each case, specifically set forth therein. If the Buyer fails to timely deliver any of the Final Closing Statement and the calculations set forth therein in accordance reasonably cooperate with the foregoing, then, at the election of the Seller Representative Sellers as may be reasonably required in connection with its sole discretion, either (x) the Net Adjustment Amount shall be conclusively deemed to equal $1,000,000 or (y) upon five (5) Business Days advance written notice to the Buyer, the Seller Representative shall retain an independent public accounting firm to provide an audit or other review of the Target Entities’ books and records, review the calculation of the Estimated Purchase Price and the Interim Closing Statement and make any adjustments necessary thereto consistent with the provisions of this Section 2.6, the determination of such accounting firm being conclusive and binding on the PartiesBalance Sheet; provided, however, that such access shall not unreasonably disrupt the Seller Representative reserves any and all other rights granted to it in this Agreement. The engagement fees operations of such accounting firm shall be borne as set forth in Section 2.6(d)the Business. (b) The Final If the Seller Representative shall disagree with the calculation of Closing Statement Date Net Working Capital, Closing Date Debt and/or Closing Date Cash, it shall become final and binding on notify the 30th day following delivery thereofBuyer of such disagreement in writing (such written notice, unless prior a “Disagreement Notice”), setting forth in reasonable detail the particulars of such disagreement and, to the end extent information is available to the Seller Representative to make such a calculation, its calculation of each disputed item (which, for the avoidance of doubt, shall be in accordance with the Accounting Principles), within thirty (30) days after its receipt of the Closing Balance Sheet. In the event that the Seller Representative does not provide such Disagreement Notice within such thirty (30)-day period, the Seller Representative delivers to the Buyer written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses, as set forth in the Final Closing Statement. The Sellers shall be deemed to have agreed with all items (on behalf of itself and amounts the other Sellers) to the Closing Balance Sheet and the calculation of Final EBITDAClosing Date Net Working Capital, Closing Payoff IndebtednessDate Debt and Closing Date Cash and delivered by the Buyer, Final Cash and/or Closing Transaction Expenses not specifically referenced in the Notice of Disagreement (other than contra accounts which shall be final, binding and other items and amounts reasonably related to such items and amounts specifically referenced in the Notice of Disagreement), and such items and amounts shall not be subject to review in accordance with Section 2.6(c). Any Notice of Disagreement may reference only disagreements based conclusive on mathematical errors or based on amounts of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses as reflected on the Final Closing Statement not being calculated in accordance with this Section 2.6. (c) During the 30-day period following delivery of a Notice of Disagreement by the Seller Representative to the Buyer, the parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation (on behalf of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses as specified therein. The parties hereto acknowledge and agree that the Federal Rules of Evidence Rule 408 shall apply to the Buyer itself and the Seller Representative during such period of negotiations and any subsequent dispute arising therefrom. Any disputed items resolved in writing between the Seller Representative and the Buyer within such 30-day period shall be final and binding with respect to such items, and if the Seller Representative and the Buyer agree in writing on the resolution of each disputed item specified by the Seller Representative in the Notice of Disagreement and the amount of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses, the amounts so determined shall be final and binding on the parties for all purposes hereunder and shall not be subject to appeal or further review. If the Seller Representative and the Buyer have not resolved all such differences by the end of such 30-day period, the Seller Representative and the Buyer shall each make one written submission to an independent public accounting firm (the “Independent Accounting Firm”), detailing their views as to the correct nature and amount of each item remaining in dispute and the amounts of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses, which determination shall be final and binding on the parties other Sellers) for all purposes hereunder. Any item not specifically submitted to the Independent Accounting Firm for resolution shall be deemed final and binding on the parties for all purposes hereunder (as set forth in the Final Closing Statement, the Notice of Disagreement or as otherwise resolved in writing by Seller Representative and the Buyer) and Seller Representative and the Buyer shall promptly deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Adjustment Escrow Fund and to deliver to the Sellers an amount equal to the excess, if any, of the Adjustment Escrow Fund over the greatest aggregate value of such disputed items submitted to the Independent Accounting Firm as claimed by Buyer and the Seller Representative. The Independent Accounting Firm shall consider only those items and amounts in the Seller Representative’s and the Buyer’s respective calculations of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses that are identified as being items and amounts to which the Seller Representative and the Buyer have been unable to agree. In resolving any disputed item, the Independent Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Independent Accounting Firm shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or, if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed in writing by the Seller Representative and the Buyer. The Seller Representative and the Buyer shall instruct the Independent Accounting Firm to render a written decision resolving the matters submitted to it as promptly as practicable, and in any event within 30 days following the submission thereof. Judgment may be entered upon the written determination of the Independent Accounting Firm in accordance with Section 11.9. In acting under this Agreement, the Independent Accounting Firm will be entitled to the powers, privileges and immunities of an arbitrator. (d) The costs of any dispute resolution pursuant to Section 2.6(c), including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by the Sellers and the Buyer in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party. (e) The Buyer and the Companies will, and will cause the Subsidiaries of the Companies (in the case of the Companies, during the period from and after the date of delivery of the Estimated Closing Statement through the Closing Date and, in the case of the Buyer, during the period from and after the date of delivery of the Interim Closing Statement (or, in the event Buyer fails to timely deliver such statement, the last date upon which the Final Closing Statement should have been delivered) through the resolution of any adjustment to the Purchase Price contemplated by this Section 2.6) to afford the other parties and their Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties (to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of the Target Entities and to any other information reasonably requested for purposes of reviewing the calculations contemplated by this Section 2.6 (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities). The Buyer and the Companies shall authorize their respective accountants to disclose work papers generated by such accountants in connection with reviewing the calculations contemplated by this Section 2.6; provided, that any such outside accountants shall not be obligated to make any work papers available except in accordance with such accountants’ normal disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (f) The Estimated Purchase Price shall be adjusted, upwards or downwards, as follows: (i) For the purpose of this Agreement, the “Net Adjustment Amount” shall be calculated as follows: an amount (which may be positive or negative) equal to (A) (1) the Final Cash (as finally determined pursuant to this Section 2.6), plus $500,000, less the product of (x) Final EBITDA (as finally determined pursuant to this Section 2.6) multiplied by (y) the Pro Rata EBITDA Fraction, minus (2) the Interim Payment Amount; minus (B) the Closing Payoff Indebtedness as finally determined pursuant to this Section 2.6, minus the Estimated Payoff Indebtedness; minus (C) the Closing Transaction Expenses as finally determined pursuant to this Section 2.6, minus the Estimated Transaction Expenses; (ii) If the Net Adjustment Amount Disagreement Notice is positive, then the Estimated Purchase Price shall be adjusted upwards in an amount equal thereto. In such event, (A) the Buyer shall pay the Net Adjustment Amount to the account(s) designated by the Seller Representative, and (B) the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to transfer all funds in the Adjustment Escrow Fund to the Seller Representative and the Escrow Agent shall do so. (iii) If the Net Adjustment Amount is negative the Estimated Purchase Price shall be adjusted downwards in an amount equal to the absolute value of the Net Adjustment Amount. In such eventtimely provided, the Buyer and the Seller Representative shall deliver use commercially reasonable efforts for a joint written instruction period of thirty (30) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the Escrow Agent instructing calculations of Closing Date Net Working Capital, Closing Date Debt and/or Closing Date Cash, set forth in such Disagreement Notice. If, at the Escrow Agent end of such period, they are unable to pay resolve such disagreements, then any such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing mutually selected by the Net Adjustment Amount out Buyer and the Seller Representative (such firm the “Neutral Accountant”). Each of the Adjustment Escrow Fund Buyer and the Seller Representative shall promptly provide their assertions regarding the Closing Date Net Working Capital, Closing Date Debt and/or Closing Date Cash to the Buyerextent relevant thereto, the Closing Balance Sheet in writing to the Neutral Accountant and to each other. The Neutral Accountant shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the remainder, parties hereto agree should not be later than sixty (60) days following the day on which the disagreement is referred to the Neutral Accountant). The Neutral Accountant shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which Closing Date Net Working Capital, of the Adjustment Escrow Amount Closing Date Debt, Closing Date Cash and/or require adjustment (only with respect to the Seller Representative, remaining disagreements submitted to the Neutral Accountant) in order to be calculated in accordance with the terms Accounting Principles and the definitions of the Escrow Agreement and the Escrow Agreement, and the Escrow Agent shall do so. (g) Payments defined terms used in respect of Section 2.6(f) shall be made within three Business Days of final Annex 1. The determination of the Neutral Accountant shall be final, conclusive and binding on the parties. The date on which Closing Date Net Adjustment Amount pursuant to the provisions of Working Capital, Closing Date Debt and/or are finally determined in accordance with this Section 2.6 by wire transfer 2.8(b) is hereinafter referred to as the “Determination Date”. The fees and expenses of immediately available funds to such account or accounts as may the Neutral Accountant shall be designated in writing paid one-half by the party entitled to such payment at least two Business Days prior to such payment date. (h) For the avoidance of doubt, the Adjustment Escrow Amount shall serve as the sole Buyer and exclusive source of recovery for any amounts owed to the Buyer in connection with the final determination of the Purchase Price and Net Adjustment Amount pursuant to this Section 2.6. (i) Notwithstanding anything to the contrary, to the extent Estimated Payoff Indebtedness exceeds Closing Payoff Indebtedness (or Closing Payoff Indebtedness exceeds Estimated Payoff Indebtedness), and such excess (or shortfall) is solely attributable to a Blocker, as determined one-half by the Seller Representative and designated in a notice to the Buyer, such excess (or shortfall) shall be solely for the account of the Trident SellersRepresentative. (j) Any amounts which become payable pursuant to this Section 2.6 will constitute an adjustment to the Purchase Price for all purposes hereunder, except to the extent otherwise required by applicable Law.

Post-Closing Adjustment of Purchase Price. (a) As soon as reasonably practicable but within 15 days after the completion of the external audit of the Buyer’s (or Closing Date, and in any successor’s) financial statements for the year ended December 31, 2020 (but in event no event later than April 30, 2021)ninety (90) days following the Closing Date, the Buyer shall prepare, or cause to be prepared, prepare and deliver to WSG a certificate (the Seller Representative a written statement “Adjustment Statement”) setting forth the Buyer’s calculation of the actual Closing Net Working Capital as of the Closing Date and the corresponding Closing Net Working Capital Adjustment Amount (the “Final Closing StatementNet Working Capital Adjustment Amount”) that shall include ), and set forth (i) a consolidated balance sheet of the Enhanced Entities as of immediately prior to the Closing (the “Closing Balance Sheet”) and a consolidated income statement of each of the Companies for the year ended December 31, 2020 (the “Year End Income Statement”) and (ii) a good faith calculation of the actual (A) EBITDA Closing Indebtedness Amount (the “Final EBITDAClosing Indebtedness Amount”), (B) Payoff and the corresponding Closing Indebtedness (the “Closing Payoff Indebtedness”), (C) Cash Adjustment Amount (the “Final CashClosing Indebtedness Adjustment Amount”), with reasonable supporting documentation. The Buyer shall perform such calculation based on the methodologies, practices and (D) Transaction Expenses (procedures used in the “Closing Transaction Expenses”) (with each preparation of Closing Payoff Indebtedness and Closing Transaction Expenses determined as of immediately prior the Audited Financial Statements, to the Closing, Final Cash shall be determined as of December 31, 2020 and Final EBITDA shall be determined for the year ended December 31, 2020, in each case (except for Closing Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness)), without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreements), together with, in each case, reasonably detailed supporting information containing the components thereof. Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses shall be calculated in accordance extent consistent with the definitions thereof and GAAP, which otherwise GAAP shall (x) not include any changes in assets or liabilities apply, except as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated by this Agreement or the Ancillary Agreements, (y) be based on facts and circumstances as they exist on the Closing Date and (z) exclude the effect of any, decision or event occurring on or after the Closing Date. In furtherance of the foregoing, the parties acknowledge and agree that GAAP is not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies that are not, in each case, otherwise specifically set forth therein. If within the Buyer fails to timely deliver any sample statement of the Final Closing Statement and the calculations Net Working Capital set forth therein in accordance with the foregoing, then, at the election of the Seller Representative in its sole discretion, either (x) the Net Adjustment Amount shall be conclusively deemed to equal $1,000,000 or (y) upon five (5) Business Days advance written notice to the Buyer, the Seller Representative shall retain an independent public accounting firm to provide an audit or other review of the Target Entities’ books and records, review the calculation of the Estimated Purchase Price and the Interim Closing Statement and make any adjustments necessary thereto consistent with the provisions of this Section 2.6, the determination of such accounting firm being conclusive and binding on the Parties; provided, however, that the Seller Representative reserves any and all other rights granted to it in this Agreement. The engagement fees of such accounting firm shall be borne as set forth in Section 2.6(d)Exhibit A attached hereto. (b) During the 30-day period following WSG’s receipt of the Adjustment Statement, WSG and its representatives shall be entitled to review the books and records of Buyer applicable to the Adjustment Statement, as reasonably requested by WSG or its representatives during normal business hours and subject to reasonable restrictions as the Buyer may impose on such access. The Final Closing Adjustment Statement shall become final and binding on the 30th day date that is thirty (30) days following delivery and confirmed receipt thereof, unless prior to the end of such period, the Seller Representative WSG delivers to the Buyer written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Net Working Capital or Closing Transaction Expenses, Indebtedness Amount as set forth in the Final Closing StatementAdjustment Statement (including any omissions therefrom). The Sellers WSG shall be deemed to have agreed with all items and amounts of Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Net Working Capital or Closing Transaction Expenses Indebtedness Amount not specifically referenced in the Notice of Disagreement (other than contra accounts and other items and amounts reasonably related to such items and amounts specifically referenced in the Notice of Disagreement), and such items and amounts shall not be subject to review in accordance with this Section 2.6(c1.9(b). Any Notice of Disagreement may reference only disagreements based on mathematical errors or based on amounts of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Net Working Capital or Closing Transaction Expenses Indebtedness Amount as reflected on the Final Closing Adjustment Statement not being calculated in accordance with this Section 2.6Agreement. (c) During the 30-day 15‑day period following delivery of a Notice of Disagreement by the Seller Representative WSG to the Buyer, the parties Parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Net Working Capital or Closing Transaction Expenses Indebtedness Amount as specified therein. The parties hereto acknowledge and agree that the Federal Rules of Evidence Rule 408 shall apply to the Buyer and the Seller Representative during such period of negotiations and any subsequent dispute arising therefrom. Any disputed items resolved in writing between the Seller Representative WSG and the Buyer within such 30-day 15‑day period shall be final and binding with respect to such items, and if the Seller Representative WSG and the Buyer agree in writing on the resolution of each disputed item specified by the Seller Representative WSG in the Notice of Disagreement and the amount of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Net Working Capital or the Closing Transaction ExpensesIndebtedness Amount, the amounts amount so determined shall be final and binding on the parties Parties for all purposes hereunder and shall not be subject to appeal or further reviewhereunder. If the Seller Representative WSG and the Buyer have not resolved all such differences by the end of such 30-day 15‑day period, the Seller Representative WSG and the Buyer shall each make one written submission use reasonable best efforts to promptly agree upon and submit, in writing, to an independent public accounting firm (the “Independent Accounting Firm”), detailing their views as to the correct nature and amount of each item remaining in dispute and the amounts of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses, which determination shall be final and binding on the parties for all purposes hereunder. Any item not specifically submitted to the Independent Accounting Firm for resolution shall be deemed final and binding on the parties for all purposes hereunder (as set forth in the Final Closing Statement, the Notice of Disagreement or as otherwise resolved in writing by Seller Representative and the Buyer) and Seller Representative and the Buyer shall promptly deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Adjustment Escrow Fund and to deliver to the Sellers an amount equal to the excess, if any, of the Adjustment Escrow Fund over the greatest aggregate value of such disputed items submitted to the Independent Accounting Firm as claimed by Buyer and the Seller Representative. The Independent Accounting Firm shall consider only those items and amounts in the Seller RepresentativeWSG’s and the Buyer’s respective calculations of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Net Working Capital or the Closing Transaction Expenses Indebtedness Amount that are identified as being items and amounts to which the Seller Representative WSG and the Buyer have been unable to agree. In resolving any disputed item, the Independent Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party Party or less than the smallest value for such item claimed by either partyParty. The Independent Accounting Firm shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or, if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed upon in writing by the Seller Representative WSG and the Buyer. The Seller Representative and the Buyer shall instruct the Independent Accounting Firm to render a written decision resolving the matters submitted to it as promptly as practicable, and in any event within 30 days following the submission thereof. Judgment may be entered upon the written determination of the Independent Accounting Firm in accordance with Section 11.9. In acting under this Agreement, the Independent Accounting Firm will be entitled to the powers, privileges and immunities of an arbitrator. (d) . The costs of any dispute resolution pursuant to this Section 2.6(c1.9(c), including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by the Sellers WSG and the Buyer in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements Independent Accounting Firm’s determination of the Representatives dispute and allocation of each party incurred in connection with the preparation or review of the Final Closing Statement fees, costs and preparation or review of any Notice of Disagreement, as applicable, expenses shall be borne by such partyconclusive and binding on the Parties absent fraud or manifest error. (ed) The Buyer Within two (2) Business Days after the Closing Net Working Capital, the Closing Net Working Capital Adjustment Amount, the Closing Indebtedness Amount and the Companies will, Closing Indebtedness Adjustment Amount are finally determined pursuant to Section 1.9(b) and will cause the Subsidiaries of the Companies (in the case of the Companies, during the period from and after the date of delivery of the Estimated Closing Statement through the Closing Date and, in the case of the Buyer, during the period from and after the date of delivery of the Interim Closing Statement (or, in the event Buyer fails to timely deliver such statementSection 1.9(c), the last date upon which the Final Closing Statement should have been delivered) through the resolution of any adjustment to the Purchase Price contemplated by this Section 2.6) to afford the other parties and their Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties (to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of the Target Entities and to any other information reasonably requested for purposes of reviewing the calculations contemplated by this Section 2.6 (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities). The Buyer and the Companies shall authorize their respective accountants to disclose work papers generated by such accountants in connection with reviewing the calculations contemplated by this Section 2.6; provided, that any such outside accountants shall not be obligated to make any work papers available except in accordance with such accountants’ normal disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (f) The Estimated Purchase Price shall be adjusted, upwards or downwards, adjusted as follows: (i) For if the purpose of this AgreementFinal Closing Net Working Capital Adjustment Amount plus the Closing Indebtedness Adjustment Amount is greater than the Closing Net Working Capital Adjustment Amount plus the Final Closing Indebtedness Adjustment Amount as set forth on the Closing Statement, then the “Net Adjustment Amount” Buyer shall be calculated as follows: pay to WSG an amount (which may be positive or negative) equal to (A) (1) the Final Cash (as finally determined pursuant to this Section 2.6), plus $500,000, less the product of (x) Final EBITDA (as finally determined pursuant to this Section 2.6) multiplied by (y) the Pro Rata EBITDA Fraction, minus such difference within two (2) the Interim Payment AmountBusiness Days; minus (B) the Closing Payoff Indebtedness as finally determined pursuant to this Section 2.6, minus the Estimated Payoff Indebtedness; minus (C) the Closing Transaction Expenses as finally determined pursuant to this Section 2.6, minus the Estimated Transaction Expenses;and (ii) If if the Final Closing Net Working Capital Adjustment Amount plus the Closing Indebtedness Adjustment Amount as set forth in the Adjustment Statement is positiveless than the Closing Net Working Capital Adjustment Amount plus the Final Closing Indebtedness Adjustment Amount as set forth on the Closing Statement (such amount, the “Shortfall Amount”), then the Estimated Purchase Price Seller Parties shall be adjusted upwards in obligated to pay to the Buyer within two (2) Business Days of WSG receiving notice of such Shortfall Amount, an amount equal thereto. In such event, (A) the Buyer shall pay the Net Adjustment Amount to the account(s) designated by the Seller Representative, and (B) the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to transfer all funds in the Adjustment Escrow Fund to the Seller Representative and the Escrow Agent shall do soShortfall Amount. (iii) If the Net Adjustment Amount is negative the Estimated Purchase Price shall Any payments to be adjusted downwards in an amount equal made pursuant to the absolute value of the Net Adjustment Amount. In such event, the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to pay the Net Adjustment Amount out of the Adjustment Escrow Fund to the Buyer, and the remainder, if any, of the Adjustment Escrow Amount to the Seller Representative, in accordance with the terms of the Escrow Agreement and the Escrow Agreement, and the Escrow Agent shall do so. (g) Payments in respect of this Section 2.6(f) 1.9 shall be made within three Business Days of final determination of the Net Adjustment Amount pursuant to the provisions of this Section 2.6 by wire transfer of immediately available funds to such account or accounts as may be designated in writing directed by the party entitled to recipient of such payment at least two Business Days prior to such payment date. (h) For the avoidance of doubt, the Adjustment Escrow Amount shall serve as the sole and exclusive source of recovery for any amounts owed to the Buyer in connection with the final determination of the Purchase Price and Net Adjustment Amount payment. Any payments made pursuant to this Section 2.6. (i) Notwithstanding anything to the contrary, to the extent Estimated Payoff Indebtedness exceeds Closing Payoff Indebtedness (or Closing Payoff Indebtedness exceeds Estimated Payoff Indebtedness), and such excess (or shortfall) is solely attributable to a Blocker, 1.9 will be treated as determined by the Seller Representative and designated in a notice to the Buyer, such excess (or shortfall) shall be solely for the account of the Trident Sellers. (j) Any amounts which become payable pursuant to this Section 2.6 will constitute an adjustment to the Purchase Price for all Tax purposes hereunder, except to the extent unless otherwise required by applicable Law.

Post-Closing Adjustment of Purchase Price. (a) As soon as reasonably practicable but following the Closing Date, and in any event within 15 45 calendar days after the completion of the external audit of the Buyer’s (or any successor’s) financial statements for the year ended December 31thereof, 2020 (but in no event later than April 30, 2021), the Buyer shall prepare, or cause to be prepared, prepare and deliver to the Seller Representative a written statement (the “Final Closing Statement”) that shall include and set forth (i) a an unaudited consolidated balance sheet of the Enhanced Entities as of immediately prior to the Closing Business (the “Closing Balance Sheet”) and a consolidated income statement of each of the Companies for the year ended December 31), 2020 (the “Year End Income Statement”) and (ii) a good faith calculation of the actual Net Working Capital (A) EBITDA (the “Final EBITDAClosing Date Net Working Capital”), (Biii) Payoff Indebtedness a calculation of the aggregate amount of all Debt of the Business (the “Closing Payoff Indebtedness”), (C) Cash (the “Final CashDate Debt”), and (Div) Transaction Expenses a calculation of Cash of the SLP Subsidiary (the “Closing Transaction ExpensesDate Cash”) (with each of Closing Payoff Indebtedness and Closing Transaction Expenses determined as of immediately prior to the Closing, Final Cash shall be determined as of December 31, 2020 and Final EBITDA shall be determined for the year ended December 31, 2020), in each case (except for as set forth in the proviso below) (x) calculated as of the close of business on the Closing Transaction Expenses Date in accordance with the Accounting Principles and Unpaid Taxes (included in Payoff Indebtedness)), y) without giving effect to the consummation of the acquisition of the Business by the Buyer, including any payments of cash in respect of the Purchase Price, the repayment of Debt, or other payments or any financing transactions in connection with the Closing or the other transactions contemplated by this Agreement or hereby; provided, however, (I) the Ancillary Agreements), together with, in each case, reasonably detailed supporting information containing the components thereof. Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses Balance Sheet shall be calculated in accordance with the definitions thereof and GAAP, which shall (x) not include any reflect no changes in assets reserves (regardless of whether any such reserve is recorded as an offset to a current asset’s carrying value or liabilities is included as a result of purchase accounting adjustments or an accrued liability in the Closing Balance Sheet) from amounts contained in the Balance Sheet, other than changes arising from or resulting as a consequence of the transactions contemplated by this Agreement or the Ancillary Agreements, (y) be based on therein attributable to changes in facts and circumstances as they exist on occurring after the date of the Balance Sheet and (II) the Closing Date Balance Sheet shall not reflect any expense or liability for which Buyer is responsible under Section 11.1 of this Agreement. Following the Closing, the Buyer shall provide the Sellers and their representatives, upon reasonable request, access during normal business hours to the records, properties, personnel and (zsubject to the execution of customary work paper access letters if requested) exclude auditors of the effect Business relating to the preparation of any, decision or event occurring on or after the Closing Date. In furtherance Balance Sheet and shall cause the personnel of the foregoing, the parties acknowledge and agree that GAAP is not intended Business to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies that are not, in each case, specifically set forth therein. If the Buyer fails to timely deliver any of the Final Closing Statement and the calculations set forth therein in accordance reasonably cooperate with the foregoing, then, at the election of the Seller Representative Sellers as may be reasonably required in connection with its sole discretion, either (x) the Net Adjustment Amount shall be conclusively deemed to equal $1,000,000 or (y) upon five (5) Business Days advance written notice to the Buyer, the Seller Representative shall retain an independent public accounting firm to provide an audit or other review of the Target Entities’ books and records, review the calculation of the Estimated Purchase Price and the Interim Closing Statement and make any adjustments necessary thereto consistent with the provisions of this Section 2.6, the determination of such accounting firm being conclusive and binding on the PartiesBalance Sheet; provided, however, that such access shall not unreasonably disrupt the Seller Representative reserves any and all other rights granted to it in this Agreement. The engagement fees operations of such accounting firm shall be borne as set forth in Section 2.6(d)the Business. (b) The Final If the Seller Representative shall disagree with the calculation of Closing Statement Date Net Working Capital, Closing Date Debt and/or Closing Date Cash, it shall become final and binding on notify the 30th day following delivery thereofBuyer of such disagreement in writing (such written notice, unless prior a “Disagreement Notice”), setting forth in reasonable detail the particulars of such disagreement and, to the end extent information is available to the Seller Representative to make such a calculation, its calculation of each disputed item (which, for the avoidance of doubt, shall be in accordance with the Accounting Principles), within thirty (30) days after its receipt of the Closing Balance Sheet. In the event that the Seller Representative does not provide such Disagreement Notice within such thirty (30)-day period, the Seller Representative delivers to the Buyer written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses, as set forth in the Final Closing Statement. The Sellers shall be deemed to have agreed with all items (on behalf of itself and amounts the other Sellers) to the Closing Balance Sheet and the calculation of Final EBITDAClosing Date Net Working Capital, Closing Payoff IndebtednessDate Debt and Closing Date Cash and delivered by the Buyer, Final Cash and/or Closing Transaction Expenses not specifically referenced in the Notice of Disagreement (other than contra accounts which shall be final, binding and other items and amounts reasonably related to such items and amounts specifically referenced in the Notice of Disagreement), and such items and amounts shall not be subject to review in accordance with Section 2.6(c). Any Notice of Disagreement may reference only disagreements based conclusive on mathematical errors or based on amounts of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses as reflected on the Final Closing Statement not being calculated in accordance with this Section 2.6. (c) During the 30-day period following delivery of a Notice of Disagreement by the Seller Representative to the Buyer, the parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation (on behalf of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses as specified therein. The parties hereto acknowledge and agree that the Federal Rules of Evidence Rule 408 shall apply to the Buyer itself and the Seller Representative during such period of negotiations and any subsequent dispute arising therefrom. Any disputed items resolved in writing between the Seller Representative and the Buyer within such 30-day period shall be final and binding with respect to such items, and if the Seller Representative and the Buyer agree in writing on the resolution of each disputed item specified by the Seller Representative in the Notice of Disagreement and the amount of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses, the amounts so determined shall be final and binding on the parties for all purposes hereunder and shall not be subject to appeal or further review. If the Seller Representative and the Buyer have not resolved all such differences by the end of such 30-day period, the Seller Representative and the Buyer shall each make one written submission to an independent public accounting firm (the “Independent Accounting Firm”), detailing their views as to the correct nature and amount of each item remaining in dispute and the amounts of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses, which determination shall be final and binding on the parties other Sellers) for all purposes hereunder. Any item not specifically submitted to the Independent Accounting Firm for resolution shall be deemed final and binding on the parties for all purposes hereunder (as set forth in the Final Closing Statement, the Notice of Disagreement or as otherwise resolved in writing by Seller Representative and the Buyer) and Seller Representative and the Buyer shall promptly deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Adjustment Escrow Fund and to deliver to the Sellers an amount equal to the excess, if any, of the Adjustment Escrow Fund over the greatest aggregate value of such disputed items submitted to the Independent Accounting Firm as claimed by Buyer and the Seller Representative. The Independent Accounting Firm shall consider only those items and amounts in the Seller Representative’s and the Buyer’s respective calculations of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses that are identified as being items and amounts to which the Seller Representative and the Buyer have been unable to agree. In resolving any disputed item, the Independent Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Independent Accounting Firm shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or, if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed in writing by the Seller Representative and the Buyer. The Seller Representative and the Buyer shall instruct the Independent Accounting Firm to render a written decision resolving the matters submitted to it as promptly as practicable, and in any event within 30 days following the submission thereof. Judgment may be entered upon the written determination of the Independent Accounting Firm in accordance with Section 11.9. In acting under this Agreement, the Independent Accounting Firm will be entitled to the powers, privileges and immunities of an arbitrator. (d) The costs of any dispute resolution pursuant to Section 2.6(c), including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by the Sellers and the Buyer in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party. (e) The Buyer and the Companies will, and will cause the Subsidiaries of the Companies (in the case of the Companies, during the period from and after the date of delivery of the Estimated Closing Statement through the Closing Date and, in the case of the Buyer, during the period from and after the date of delivery of the Interim Closing Statement (or, in the event Buyer fails to timely deliver such statement, the last date upon which the Final Closing Statement should have been delivered) through the resolution of any adjustment to the Purchase Price contemplated by this Section 2.6) to afford the other parties and their Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties (to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of the Target Entities and to any other information reasonably requested for purposes of reviewing the calculations contemplated by this Section 2.6 (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities). The Buyer and the Companies shall authorize their respective accountants to disclose work papers generated by such accountants in connection with reviewing the calculations contemplated by this Section 2.6; provided, that any such outside accountants shall not be obligated to make any work papers available except in accordance with such accountants’ normal disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (f) The Estimated Purchase Price shall be adjusted, upwards or downwards, as follows: (i) For the purpose of this Agreement, the “Net Adjustment Amount” shall be calculated as follows: an amount (which may be positive or negative) equal to (A) (1) the Final Cash (as finally determined pursuant to this Section 2.6), plus $500,000, less the product of (x) Final EBITDA (as finally determined pursuant to this Section 2.6) multiplied by (y) the Pro Rata EBITDA Fraction, minus (2) the Interim Payment Amount; minus (B) the Closing Payoff Indebtedness as finally determined pursuant to this Section 2.6, minus the Estimated Payoff Indebtedness; minus (C) the Closing Transaction Expenses as finally determined pursuant to this Section 2.6, minus the Estimated Transaction Expenses; (ii) If the Net Adjustment Amount Disagreement Notice is positive, then the Estimated Purchase Price shall be adjusted upwards in an amount equal thereto. In such event, (A) the Buyer shall pay the Net Adjustment Amount to the account(s) designated by the Seller Representative, and (B) the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to transfer all funds in the Adjustment Escrow Fund to the Seller Representative and the Escrow Agent shall do so. (iii) If the Net Adjustment Amount is negative the Estimated Purchase Price shall be adjusted downwards in an amount equal to the absolute value of the Net Adjustment Amount. In such eventtimely provided, the Buyer and the Seller Representative shall deliver use commercially reasonable efforts for a joint written instruction period of thirty (30) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the Escrow Agent instructing calculations of Closing Date Net Working Capital, Closing Date Debt and/or Closing Date Cash, set forth in such Disagreement Notice. If, at the Escrow Agent end of such period, they are unable to pay resolve such disagreements, then any such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing mutually selected by the Net Adjustment Amount out Buyer and the Seller Representative (such firm the “Neutral Accountant”). Each of the Adjustment Escrow Fund Buyer and the Seller Representative shall promptly provide their assertions regarding the Closing Date Net Working Capital, Closing Date Debt and/or Closing Date Cash to the Buyerextent relevant thereto, the Closing Balance Sheet in writing to the Neutral Accountant and to each other. The Neutral Accountant shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the remainder, parties hereto agree should not be later than sixty (60) days following the day on which the disagreement is referred to the Neutral Accountant). The Neutral Accountant shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which Closing Date Net Working Capital, of the Adjustment Escrow Amount Closing Date Debt, Closing Date Cash and/or require adjustment (only with respect to the Seller Representative, remaining disagreements submitted to the Neutral Accountant) in order to be calculated in accordance with the terms Accounting Principles and the definitions of the Escrow Agreement defined terms used in Annex 1. The determination of the Neutral Accountant shall be final, conclusive and binding on the Escrow Agreementparties. The date on which Closing Date Net Working Capital, Closing Date Debt and/or are finally determined in accordance with this Section 2.8(b) is hereinafter referred to as the “Determination Date”. The fees and expenses of the Escrow Agent Neutral Accountant shall do sobe paid one-half by the Buyer and one-half by the Seller Representative. (gc) Payments The “Adjustment Amount”, which may be positive or negative, shall mean (i) Closing Date Net Working Capital (as finally determined in respect of accordance with Section 2.6(f2.8(b)), minus $11,110,000, plus (ii) $4,046,065, minus Closing Date Debt (as finally determined in accordance with Section 2.8(b), plus (iii) Closing Date Cash (as finally determined in accordance with Section 2.8(b)), minus $2,187,964. If the Adjustment Amount is a negative number, the Purchase Price shall be made decreased by the absolute value of the Adjustment Amount and if the Adjustment Amount is a positive number, the Purchase Price shall be increased by the amount of such Adjustment Amount. The Adjustment Amount shall be paid in accordance with Section 2.8(d) or (e), as applicable. (d) If the Adjustment Amount is a positive number (such amount, the “Increase Amount”), then, promptly following the Determination Date, and in any event within three five (5) Business Days of final determination of the Net Adjustment Determination Date, the Buyer shall pay the Increase Amount pursuant in cash to the provisions Seller Representative on behalf of this Section 2.6 by wire transfer of immediately available funds to such account or accounts as may be designated in writing by the party entitled to such payment at least two Business Days prior to such payment dateeach Seller. (he) For If the avoidance Adjustment Amount is a negative number (the absolute value of doubtsuch amount, the Adjustment Escrow Amount “Deficit Amount”), then, promptly following the Determination Date, and in any event within five (5) Business Days of the Determination Date, the Seller Representative shall serve as the sole and exclusive source of recovery for any amounts owed pay to the Buyer in connection with the final determination of the Purchase Price and Net Adjustment Amount pursuant to this Section 2.6. (i) Notwithstanding anything an amount equal to the contrary, to the extent Estimated Payoff Indebtedness exceeds Closing Payoff Indebtedness (or Closing Payoff Indebtedness exceeds Estimated Payoff Indebtedness), and such excess (or shortfall) is solely attributable to a Blocker, as determined by the Seller Representative and designated in a notice to the Buyer, such excess (or shortfall) shall be solely for the account of the Trident SellersDeficit Amount. (j) Any amounts which become payable pursuant to this Section 2.6 will constitute an adjustment to the Purchase Price for all purposes hereunder, except to the extent otherwise required by applicable Law.

Post-Closing Adjustment of Purchase Price. (a) As soon as practicable but within 15 Within 60 days after the completion of the external audit of the Buyer’s (or any successor’s) financial statements for the year ended December 31, 2020 (but in no event later than April 30, 2021)Closing Date, the Buyer Seller shall prepare, or cause to be prepared, and deliver to the Seller Representative Buyer a written statement (the “Final Closing Statement”) that shall include and set forth (i) a the pro forma consolidated balance sheet accounts of the Enhanced Entities Company Group as of immediately prior to the Closing Reference Time (the “Closing Balance SheetAccounts”) and a consolidated income statement of each of the Companies for the year ended December 31), 2020 (the “Year End Income Statement”) and (ii) a good faith calculation of the actual (A) EBITDA Indebtedness (the “Final EBITDAClosing Indebtedness”), (B) Payoff Indebtedness Cash and Cash Equivalents (the “Closing Payoff IndebtednessCash”), (C) Cash (the “Final Cash”), and (D) Transaction Expenses (the “Closing Transaction Expenses”) and (D) Prepaid Payables (the “Closing Prepaid Payables”), with each of Closing Payoff Indebtedness and Indebtedness, Closing Transaction Expenses determined as of immediately prior to the ClosingCash, Final Cash shall be determined as of December 31, 2020 and Final EBITDA shall be determined for the year ended December 31, 2020, in each case (except for Closing Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness)), without Closing Prepaid Payables determined as of the Reference Time after giving effect to any use of the transactions contemplated by this Agreement or Cash and Cash Equivalents of the Ancillary AgreementsCompany Group to repay Indebtedness and Transaction Expenses at the direction of the Buyer pursuant to Section 2.2(b). Closing Accounts shall be established, together withand Closing Indebtedness and Closing Cash shall be calculated, in each case, reasonably detailed supporting information containing the components thereof. Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses shall be calculated in accordance with the definitions thereof and GAAP, which shall (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated by this Agreement or the Ancillary Agreements, (y) be based on facts and circumstances as they exist on the Closing Date and (z) exclude the effect of any, decision or event occurring on or after the Closing Date. In furtherance of the foregoing, the parties acknowledge and agree that GAAP is not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies that are not, in each case, specifically set forth therein. If the Buyer fails to timely deliver any of the Final Closing Statement and the calculations set forth therein in accordance with the foregoing, then, at the election of the Seller Representative in its sole discretion, either (x) the Net Adjustment Amount shall be conclusively deemed to equal $1,000,000 or (y) upon five (5) Business Days advance written notice to the Buyer, the Seller Representative shall retain an independent public accounting firm to provide an audit or other review of the Target Entities’ books and records, review the calculation of the Estimated Purchase Price and the Interim Closing Statement and make any adjustments necessary thereto consistent with the provisions of this Section 2.6, the determination of such accounting firm being conclusive and binding on the Parties; provided, however, that the Seller Representative reserves any and all other rights granted to it in this Agreement. The engagement fees of such accounting firm shall be borne as set forth in Section 2.6(d)IFRS. (b) The Final Closing Statement shall become final and binding on the 30th 45th day following delivery thereof, unless prior to the end of such period, the Seller Representative Buyer delivers to the Buyer Seller written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Final EBITDAClosing Indebtedness, Closing Payoff IndebtednessCash, Final Cash Closing Transaction Expenses and/or Closing Transaction ExpensesPrepaid Payables, as set forth in the Final Closing Statement. The Sellers Buyer shall be deemed to have agreed with all items and amounts of Final EBITDAClosing Indebtedness, Closing Payoff IndebtednessCash, Final Cash Closing Transaction and/or Closing Transaction Expenses Prepaid Payables not specifically referenced in the Notice of Disagreement (other than contra accounts and other items and amounts reasonably related to such items and amounts specifically referenced in the Notice of Disagreement), and such items and amounts shall not be subject to review in accordance with Section 2.6(c2.4(c). Any Notice of Disagreement may reference only disagreements based on mathematical errors or based on amounts of the Final EBITDAClosing Indebtedness, Closing Payoff IndebtednessCash, Final Cash and/or Closing Transaction Expenses and/or Closing Prepaid Payables as reflected on the Final Closing Statement not being calculated in accordance with this Section 2.62.4. (c) During the 3015-day period following delivery of a Notice of Disagreement by the Seller Representative Buyer to the BuyerSeller, the parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation of the Final EBITDAClosing Indebtedness, Closing Payoff IndebtednessCash, Final Cash and/or Closing Transaction Expenses and/or Closing Prepaid Payables as specified therein. The parties hereto acknowledge and agree that the Federal Rules of Evidence Rule 408 shall apply to the Buyer and the Seller Representative during such period of negotiations and any subsequent dispute arising therefrom. Any disputed items resolved in writing between the Seller Representative Buyer and the Buyer Seller within such 3015-day period shall be final and binding with respect to such items, and if the Seller Representative Buyer and the Buyer Seller agree in writing on the resolution of each disputed item specified by the Seller Representative Buyer in the Notice of Disagreement and the amount of the Final EBITDAClosing Indebtedness, Closing Payoff IndebtednessCash, Final Cash Closing Transaction Expenses and Closing Transaction ExpensesPrepaid Payables, the amounts so determined shall be final and binding on the parties for all purposes hereunder and shall not be subject to appeal or further reviewhereunder. If the Seller Representative Buyer and the Buyer Seller have not resolved all such differences by the end of such 3015-day period, the Seller Representative Buyer and the Buyer Seller shall each make one written submission submit, in writing, to an independent public accounting firm (the “Independent Accounting Firm”), their briefs detailing their views as to the correct nature and amount of each item remaining in dispute and the amounts of the Final EBITDAClosing Indebtedness, Closing Payoff IndebtednessCash, Final Cash Closing Transaction Expenses and Closing Transaction ExpensesPrepaid Payables, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Final EBITDAClosing Indebtedness, Closing Payoff IndebtednessCash, Final Cash Closing Transaction Expenses and Closing Transaction ExpensesPrepaid Payables, which determination shall be final and binding on the parties for all purposes hereunder. Any item not specifically submitted to the Independent Accounting Firm for resolution shall be deemed final and binding on the parties for all purposes hereunder (as set forth in the Final Closing Statement, the Notice of Disagreement or as otherwise resolved in writing by Seller Representative and the Buyer) and Seller Representative and the Buyer shall promptly deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Adjustment Escrow Fund and to deliver to the Sellers an amount equal to the excess, if any, of the Adjustment Escrow Fund over the greatest aggregate value of such disputed items submitted to the Independent Accounting Firm as claimed by Buyer and the Seller Representative. The Independent Accounting Firm shall consider only those items and amounts in the Seller RepresentativeSeller’s and the Buyer’s respective calculations of the Final EBITDAClosing Indebtedness, Closing Payoff IndebtednessCash, Final Cash and Closing Transaction Expenses and Closing Prepaid Payables that are identified as being items and amounts to which the Seller Representative and the Buyer have been unable to agree. In resolving any disputed item, the Independent Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Independent Accounting Firm shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP PricewaterhouseCoopers or, if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed in writing by the Seller Representative and the Buyer. The Seller Representative and the Buyer shall instruct use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it as promptly as practicable, and in any event within 30 days following the submission thereof. Judgment may be entered upon the written determination of the Independent Accounting Firm in accordance with Section 11.910.9. In acting under this Agreement, the Independent Accounting Firm will be entitled to the powers, privileges and immunities of an arbitrator. (d) The costs of any dispute resolution pursuant to Section 2.6(c2.4(c), including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by the Sellers Seller and the Buyer in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party. (e) The Buyer and the Companies will, and will cause the Subsidiaries of the Companies (in the case of the Companies, Company Group during the period from and after the date of delivery of the Estimated Closing Statement through the Closing Date and, in the case of the Buyer, during the period from and after the date of delivery of the Interim Closing Statement (or, in the event Buyer fails to timely deliver such statement, the last date upon which the Final Closing Statement should have been delivered) through the resolution of any adjustment to the Estimated Purchase Price contemplated by this Section 2.6) 2.4 to afford the other parties Seller and their its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties (to the extent necessary properties, Books and advisable, in the reasonable discretion Records of the Companies, given the ongoing COVID-19 pandemic), books and records of the Target Entities Company Group and to any other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 2.6 (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities)2.4. The Buyer and the Companies Each party shall authorize their respective its accountants to disclose work papers generated by such accountants in connection with preparing and reviewing the calculations contemplated by of the Transaction Expenses, Cash and Cash Equivalents, Indebtedness and Prepaid Payables as specified in this Section 2.62.4; provided, that any such outside accountants shall not be obligated to make any work papers available except in accordance with such accountants’ normal disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. The foregoing access rights shall apply mutatis mutandis for the benefit of the Buyer with respect to information relating to the Company Group that may be retained by the Seller. (f) The Estimated Purchase Price shall be adjusted, upwards or downwards, as follows: (i) For the purpose purposes of this Agreement, the “Net Adjustment Amount” shall be calculated as follows: means an amount (amount, which may be positive or negative) , equal to (A) (1) the Final Closing Cash (as finally determined pursuant to this Section 2.6)2.4 minus the Estimated Cash, plus $500,000, less the product of (x) Final EBITDA (as finally determined pursuant to this Section 2.6) multiplied by (y) the Pro Rata EBITDA Fraction, minus (2) the Interim Payment Amount; minus (B) the Estimated Indebtedness minus the Closing Payoff Indebtedness as finally determined pursuant to this Section 2.62.4, minus the Estimated Payoff Indebtedness; minus plus (C) the Estimated Transaction Expenses minus the Closing Transaction Expenses as finally determined pursuant to this Section 2.62.4, plus (D) the Closing Prepaid Payables minus the Estimated Transaction Expenses; (ii) If the Net Adjustment Amount is positive, then the Estimated Purchase Price shall be adjusted upwards in an amount equal thereto. In such event, (A) the Buyer shall pay the Net Adjustment Amount to the account(s) designated by the Seller Representative, and (B) the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to transfer all funds in the Adjustment Escrow Fund to the Seller Representative and the Escrow Agent shall do so. (iii) If the Net Adjustment Amount is negative the Estimated Purchase Price shall be adjusted downwards in an amount equal to the absolute value of the Net Adjustment Amount. In such event, the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to pay the Net Adjustment Amount out of the Adjustment Escrow Fund to the Buyer, and the remainder, if any, of the Adjustment Escrow Amount to the Seller Representative, in accordance with the terms of the Escrow Agreement and the Escrow Agreement, and the Escrow Agent shall do so. (g) Payments in respect of Section 2.6(f) shall be made within three Business Days of final determination of the Net Adjustment Amount pursuant to the provisions of this Section 2.6 by wire transfer of immediately available funds to such account or accounts Prepaid Payables as may be designated in writing by the party entitled to such payment at least two Business Days prior to such payment date. (h) For the avoidance of doubt, the Adjustment Escrow Amount shall serve as the sole and exclusive source of recovery for any amounts owed to the Buyer in connection with the final determination of the Purchase Price and Net Adjustment Amount finally determined pursuant to this Section 2.6. (i) Notwithstanding anything to the contrary, to the extent Estimated Payoff Indebtedness exceeds Closing Payoff Indebtedness (or Closing Payoff Indebtedness exceeds Estimated Payoff Indebtedness), and such excess (or shortfall) is solely attributable to a Blocker, as determined by the Seller Representative and designated in a notice to the Buyer, such excess (or shortfall) shall be solely for the account of the Trident Sellers. (j) Any amounts which become payable pursuant to this Section 2.6 will constitute an adjustment to the Purchase Price for all purposes hereunder, except to the extent otherwise required by applicable Law.2.4;

Post-Closing Adjustment of Purchase Price. (a) As soon as practicable but within 15 Within thirty (30) days after the completion of the external audit of the Buyer’s (or any successor’s) financial statements for the year ended December 31Closing Date, 2020 (but in no event later than April 30Seller at its expense, 2021), the Buyer shall prepare, or cause to be prepared, prepare and deliver to Buyer a “Closing Financial Statement” that sets forth the Seller Representative a written statement combined “Equity” of the Business and Copy Concepts as of the Closing Date, determined in the manner indicated on Schedule 2.5(a). Each of the items included in the determination of Equity on the Closing Financial Statement shall be calculated from the Seller’s books and records in accordance with generally accepted accounting principles (the “Final Closing StatementGAAP”) applied in a manner consistent with the calculation of such items in Schedule 2.5(a). Seller acknowledges that shall include and the accrued expenses set forth on Schedule 2.5 (ia) a consolidated balance sheet of include only Copy Concepts' and the Enhanced Entities as of immediately prior to the Closing Business' accrued liabilities for salaries, employee withholding taxes, health insurance expenses and sales taxes (the “Closing Balance SheetAccrueds”) and a consolidated income statement of each of the Companies for the year ended December 31, 2020 (the “Year End Income Statement”) and (ii) a good faith calculation of the actual (A) EBITDA (the “Final EBITDA”), (B) Payoff Indebtedness (the “Closing Payoff Indebtedness”), (C) Cash (the “Final Cash”), and (D) Transaction Expenses (the “Closing Transaction Expenses”) (with each of Closing Payoff Indebtedness and Closing Transaction Expenses determined as of immediately prior to the Closing, Final Cash shall be determined as of December 31, 2020 and Final EBITDA shall be determined for the year ended December 31, 2020, in each case (except for Closing Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness)), without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreements), together with, in each case, reasonably detailed supporting information containing the components thereof. Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses shall be calculated in accordance with the definitions thereof and GAAP, which shall GAAP consistently applied. Within sixty (x60) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence days after receipt of the transactions contemplated by this Agreement Closing Financial Statement, Buyer and its representatives, at its cost, may test or audit all relevant data, and Buyer shall advise Seller of any adjustments to such statement Buyer in good faith believes are required to conform the Ancillary Agreements, (ystatements to GAAP and Schedule 2.5(a) be based on facts and circumstances as they exist on the Closing Date and (z) exclude the effect of any, decision or event occurring on or after the Closing Date. In furtherance of the foregoing, the parties acknowledge and agree that GAAP is not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies that are not, in each case, specifically set forth therein. If the Buyer fails to timely deliver any of the Final Closing Statement and the calculations set forth therein in accordance with the foregoing, then, at the election of the Seller Representative in its sole discretion, either (x) the Net Adjustment Amount shall be conclusively deemed to equal $1,000,000 or (y) upon five (5) Business Days advance written notice to the Buyer, the Seller Representative shall retain an independent public accounting firm to provide an audit or other review of the Target Entities’ books and records, review the calculation of the Estimated Purchase Price and the Interim Closing Statement and make any adjustments necessary thereto consistent with the provisions of this Section 2.6, the determination of such accounting firm being conclusive and binding on the Parties; provided, however, that the Seller Representative reserves any and all other rights granted to it in this Agreement. The engagement fees of such accounting firm shall be borne as set forth in Section 2.6(d). (b) The Final Closing Statement shall become final and binding on the 30th day following delivery thereof, unless prior to the end of such period, the Seller Representative delivers to the Buyer written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses, as set forth in the Final Closing Statement. The Sellers shall be deemed to have agreed with all items and amounts of Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses parties cannot specifically referenced in the Notice of Disagreement (other than contra accounts and other items and amounts reasonably related to such items and amounts specifically referenced in the Notice of Disagreement), and such items and amounts shall not be subject to review in accordance with Section 2.6(c). Any Notice of Disagreement may reference only disagreements based on mathematical errors or based on amounts of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses as reflected on the Final Closing Statement not being calculated in accordance with this Section 2.6. (c) During the 30-day period following delivery of a Notice of Disagreement by the Seller Representative to the Buyer, the parties in good faith shall seek to resolve in writing any their differences that they may have with respect to the computation of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses as specified therein. The parties hereto acknowledge and agree that the Federal Rules of Evidence Rule 408 shall apply to the Buyer and the Seller Representative during such period of negotiations and any subsequent dispute arising therefrom. Any disputed items resolved in writing between the Seller Representative and the Buyer within such 30-day period shall be final and binding with respect to such items, and if the Seller Representative and the Buyer agree in writing on the resolution of each disputed item specified by the Seller Representative in the Notice of Disagreement and the amount of the “Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses, the amounts so determined shall be final and binding on the parties for all purposes hereunder and shall not be subject to appeal or further review. If the Seller Representative and the Buyer have not resolved all Financial Statement” within such differences by the end of such 30-day period, the Seller Representative and the Buyer shall each make one written submission to an independent public accounting firm (the “Independent Accounting Firm”), detailing their views as to the correct nature and amount of each item remaining in dispute and the amounts of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses, which determination shall be final and binding on the parties for all purposes hereunder. Any item not specifically submitted to the Independent Accounting Firm for resolution shall be deemed final and binding on the parties for all purposes hereunder (as set forth in the Final Closing Statement, the Notice of Disagreement or as otherwise resolved in writing by Seller Representative and the Buyer) and Seller Representative and the Buyer shall promptly deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Adjustment Escrow Fund and to deliver to the Sellers an amount equal to the excess, if any, of the Adjustment Escrow Fund over the greatest aggregate value of such disputed items submitted to the Independent Accounting Firm as claimed by Buyer and the Seller Representative. The Independent Accounting Firm shall consider only those items and amounts in the Seller Representative’s and the Buyer’s respective calculations of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses that are identified as being items and amounts to which the Seller Representative and the Buyer have been unable to agree. In resolving any disputed item, the Independent Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Independent Accounting Firm shall be hereby appoint ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP oror other firm on which the parties may agree, if such firm is unable or unwilling (the “Accountant”) to act, such other independent public accounting firm as shall be agreed in writing by prepare from the books and records of the Seller Representative and deliver to the Buyer. The Seller Representative parties a final Closing Financial Statement fairly and the Buyer shall instruct the Independent Accounting Firm to render a written decision resolving the matters submitted to it as promptly as practicableaccurately calculating Equity in accordance with GAAP, consistently applied, and in any event within 30 days following accordance with Schedule 2.5(a) (“Accountant’s Closing Financial Statement”). The cost of the submission thereofAccountant shall be shared equally between: Buyer and Seller. Judgment If Seller does not pay its share of such expenses, they may be entered upon deducted by Buyer from the written determination Holdback. The Accountant will be required to deliver the Accountant’s Final Closing Financial Statement within ninety (90) days after the Accountant is formally engaged. The Accountant’s Closing Financial Statements shall be final and binding on the parties for all purposes under this Section 2.5. (b) If the Equity reflected on the Final Closing Financial Statement or the Accountant’s Final Closing Financial Statement, as applicable, minus the Equity reflected on Schedule 2.5(a), is negative by more than $200,000, Buyer immediately shall be entitled to payment from Seller, in value equal to the excess over such $200,000 threshold; and if such difference is positive by more than $200,000, Seller immediately shall be entitled to payment from Buyer in value equal to the excess over such $200,000 threshold. Buyer shall have the option to setoff Seller's obligation by deduction from the Holdback. (c) In the preparation of the Independent Accounting Firm Closing Financial Statement and Accountant’s Closing Financial Statement, as applicable, the preparer shall ensure that: (i) all accounting entries applicable to the items included on such statement shall be taken into account as required by GAAP, consistently applied regardless of their amount and all known errors and omissions shall be corrected; (ii) all known proper adjustments to the items included on such statement required by GAAP, consistently applied, shall be made; (iii) appropriate reserves applicable to the items included on such statement required by GAAP, consistently applied, for all known and quantifiable liabilities and obligations for which reserves are appropriate in accordance with Section 11.9. In acting under this AgreementGAAP, the Independent Accounting Firm will be entitled to the powers, privileges and immunities of an arbitrator. (d) The costs of any dispute resolution pursuant to Section 2.6(c), including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereofconsistently applied, shall be borne by the Sellers and the Buyer in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation included; (iv) inventory shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm accounted for at the time lower of cost or market, with cost determined on a first-in, first-out basis; and (v) up to $400,000 in liability relating to the determination of such firm is rendered on the merits of the matters submittedXerox dispute shall not be reflected. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Closing, Final Closing Statement and preparation or review of any Notice of DisagreementAccountant’s Closing Financial Statements, as applicable, shall be borne by such party. (e) The Buyer and the Companies will, and will cause the Subsidiaries of the Companies (prepared in the case of the Companies, during the period from and after the date of delivery of the Estimated Closing Statement through the Closing Date and, in the case of the Buyer, during the period from and after the date of delivery of the Interim Closing Statement (or, in the event Buyer fails to timely deliver such statement, the last date upon which the Final Closing Statement should have been delivered) through the resolution of any adjustment to the Purchase Price contemplated by this Section 2.6) to afford the other parties and their Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties (to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of the Target Entities and to any other information reasonably requested for purposes of reviewing the calculations contemplated by this Section 2.6 (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities). The Buyer and the Companies shall authorize their respective accountants to disclose work papers generated by such accountants in connection with reviewing the calculations contemplated by this Section 2.6; provided, that any such outside accountants shall not be obligated to make any work papers available except in accordance with such accountants’ normal disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (f) The Estimated Purchase Price shall be adjusted, upwards or downwards, as follows: (i) For the purpose of this Agreement, the “Net Adjustment Amount” shall be calculated as follows: an amount (which may be positive or negative) equal to (A) (1) the Final Cash (as finally determined pursuant to this Section 2.6), plus $500,000, less the product of (x) Final EBITDA (as finally determined pursuant to this Section 2.6) multiplied by (y) the Pro Rata EBITDA Fraction, minus (2) the Interim Payment Amount; minus (B) the Closing Payoff Indebtedness as finally determined pursuant to this Section 2.6, minus the Estimated Payoff Indebtedness; minus (C) the Closing Transaction Expenses as finally determined pursuant to this Section 2.6, minus the Estimated Transaction Expenses; (ii) If the Net Adjustment Amount is positive, then the Estimated Purchase Price shall be adjusted upwards in an amount equal thereto. In such event, (A) the Buyer shall pay the Net Adjustment Amount to the account(s) designated by the Seller Representative, and (B) the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to transfer all funds in the Adjustment Escrow Fund to the Seller Representative and the Escrow Agent shall do so. (iii) If the Net Adjustment Amount is negative the Estimated Purchase Price shall be adjusted downwards in an amount equal to the absolute value of the Net Adjustment Amount. In such event, the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to pay the Net Adjustment Amount out of the Adjustment Escrow Fund to the Buyer, and the remainder, if any, of the Adjustment Escrow Amount to the Seller Representative, in strict accordance with the terms of the Escrow Agreement and the Escrow Agreement, and the Escrow Agent shall do soparties agreed parameters therefor described in Schedule 2.5. (g) Payments in respect of Section 2.6(f) shall be made within three Business Days of final determination of the Net Adjustment Amount pursuant to the provisions of this Section 2.6 by wire transfer of immediately available funds to such account or accounts as may be designated in writing by the party entitled to such payment at least two Business Days prior to such payment date. (h) For the avoidance of doubt, the Adjustment Escrow Amount shall serve as the sole and exclusive source of recovery for any amounts owed to the Buyer in connection with the final determination of the Purchase Price and Net Adjustment Amount pursuant to this Section 2.6. (i) Notwithstanding anything to the contrary, to the extent Estimated Payoff Indebtedness exceeds Closing Payoff Indebtedness (or Closing Payoff Indebtedness exceeds Estimated Payoff Indebtedness), and such excess (or shortfall) is solely attributable to a Blocker, as determined by the Seller Representative and designated in a notice to the Buyer, such excess (or shortfall) shall be solely for the account of the Trident Sellers. (j) Any amounts which become payable pursuant to this Section 2.6 will constitute an adjustment to the Purchase Price for all purposes hereunder, except to the extent otherwise required by applicable Law.

Post-Closing Adjustment of Purchase Price. (a) As soon as practicable but within 15 days reasonably practical after the completion of the external audit of the Buyer’s (or any successor’s) financial statements for the year ended December 31Closing, 2020 (but in no event later than April 30, 2021)sixty (60) days after the Closing Date, the Buyer Purchaser shall prepare, or cause to be prepared, prepare and deliver to the Seller Representative a written statement prepared in good faith and in accordance with the Accounting Principles, together with reasonably detailed supporting information (the “Final Initial Closing Statement”) that shall include and set ), setting forth the Purchaser’s determination of (i) a consolidated balance sheet the Closing Indebtedness Amount, (ii) the Closing Cash Amount, (iii) the Closing Inventory Adjustment Amount, (iv) the Closing Payables Adjustment Amount, (v) the CapEx Reimbursement Amount, and (vi) the amount of the Enhanced Entities as of immediately prior to the Closing closing date payment (the “Closing Balance SheetDate Payment Amount”) and a consolidated income statement of each of the Companies for the year ended December 31, 2020 (the “Year End Income Statement”) and (ii) a good faith calculation of the actual (A) EBITDA (the “Final EBITDA”), (B) Payoff Indebtedness (the “Closing Payoff Indebtedness”), (C) Cash (the “Final Cash”), and (D) Transaction Expenses (the “Closing Transaction Expenses”) (with each of Closing Payoff Indebtedness and Closing Transaction Expenses determined as of immediately prior to the Closing, Final Cash shall be determined as of December 31, 2020 and Final EBITDA shall be determined for the year ended December 31, 2020, in each case (except for Closing Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness)), without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreements), together with, in each case, reasonably detailed supporting information containing the components thereof. Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses shall be calculated in accordance with the definitions thereof Accounting Principles and GAAPSection 2.03(c), which shall (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence using the amounts of the transactions contemplated by this Agreement or Closing Indebtedness Amount, the Ancillary AgreementsClosing Cash Amount, the Closing Inventory Adjustment Amount, the Closing Payables Adjustment Amount and the CapEx Reimbursement Amount instead of the estimated amounts for each such item. (ya) be based on facts and circumstances as they exist on Throughout the period following the Closing Date and (z) exclude until the effect of any, decision or event occurring on or after the Closing Date. In furtherance of the foregoing, the parties acknowledge and agree that GAAP is not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies that are not, in each case, specifically set forth therein. If the Buyer fails to timely deliver any determination of the Final Closing Statement Statement, the Purchaser and the calculations set forth therein in accordance with Company shall permit the foregoing, thenSeller and its Representatives, at the election Seller’s expense, reasonable access (with the right to make copies), during normal business hours upon reasonable advance notice, to the relevant financial books and records of the Purchaser and the Company solely for the purposes of the review and objection right contemplated herein, together with reasonable access to the individuals responsible for the preparation of the Initial Closing Statement in order to respond to the inquiries of the Seller Representative in and its sole discretion, either Representatives related thereto (x) the Net Adjustment Amount shall be conclusively deemed to equal $1,000,000 or (y) upon five (5) Business Days advance written notice subject to the Buyerexecution of customary work paper access letters reasonably requested by the Purchaser’s accountants, the Seller Representative shall retain an independent public accounting firm to provide an audit or other review of the Target Entities’ books and records, review the calculation of the Estimated Purchase Price and the Interim Closing Statement and make any adjustments necessary thereto consistent with the provisions of this Section 2.6, the determination of such accounting firm being conclusive and binding on the Parties; provided, however, that the Seller Representative reserves any and all other rights granted to it in this Agreement. The engagement fees of such accounting firm shall be borne as set forth in Section 2.6(dif any). (b) The Final Seller shall deliver to the Purchaser by the Objection Deadline Date either a notice indicating that the Seller accepts the Initial Closing Statement shall become final and binding on (the 30th day following delivery thereof, unless prior “Notice of Acceptance”) or a detailed statement describing each of its objections to the end of such period, Initial Closing Statement (the Seller Representative delivers to the Buyer written notice of its disagreement (a “Notice of Disagreement”). If the Seller timely delivers a Notice of Disagreement, only those matters specified in such Notice of Disagreement shall be deemed to be in dispute (such matters, the “Disputed Items”) specifying and all such Disputed Items shall be based only on (i) mathematical or clerical errors or (ii) that the nature and calculation of the amounts included in the Initial Closing Statement were not determined in accordance with the Accounting Principles. The Notice of Disagreement shall specify what the Seller reasonably believes is the correct amount for each Disputed Item. Any component of any dispute as to the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses, as calculations set forth in the Final Closing Statement. The Sellers shall be deemed to have agreed with all items and amounts of Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses not specifically referenced in the Notice of Disagreement (other than contra accounts and other items and amounts reasonably related to such items and amounts specifically referenced in the Notice of Disagreement), and such items and amounts shall not be subject to review in accordance with Section 2.6(c). Any Notice of Disagreement may reference only disagreements based on mathematical errors or based on amounts of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses as reflected on the Final Initial Closing Statement that is not being calculated in accordance with this Section 2.6. (c) During the 30-day period following delivery subject of a timely delivered Notice of Disagreement by the Seller Representative to the Buyer, the parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses as specified therein. The parties hereto acknowledge and agree that the Federal Rules of Evidence Rule 408 shall apply to the Buyer and the Seller Representative during such period of negotiations and any subsequent dispute arising therefrom. Any disputed items resolved in writing between the Seller Representative and the Buyer within such 30-day period shall be final and binding with respect to such items, and if upon the Seller Representative and the Buyer agree in writing on Purchaser. (c) The Disputed Items shall be resolved as follows: (i) The Seller and the Purchaser shall first use their reasonable efforts to resolve such Disputed Items. (ii) Any resolution of each disputed item specified by the Seller Representative in the Notice of Disagreement and the amount of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses, the amounts so determined Purchaser as to such Disputed Items shall be final and binding on upon the parties for all purposes hereunder and shall not be subject to appeal or further review. Parties. (iii) If the Seller Representative and the Buyer have Purchaser do not resolved reach a resolution of all such differences by Disputed Items within thirty (30) days after delivery of the end Notice of Disagreement, each of the Seller and the Purchaser shall, following the expiration of such 30-day period, be entitled to engage the Seller Representative and the Buyer shall each make Neutral Accountant to resolve any Disputed Items. If one written submission to an independent public accounting firm (the “Independent Accounting Firm”), detailing their views as to the correct nature and amount of each item remaining in dispute and the amounts of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses, which determination shall be final and binding on the parties for all purposes hereunder. Any item not specifically or more Disputed Items are submitted to the Independent Accounting Firm Neutral Accountant for resolution shall be deemed final and binding on the parties for all purposes hereunder (as set forth in the Final Closing Statementresolution, the Notice of Disagreement or as otherwise resolved in writing by Seller Representative and the BuyerPurchaser shall enter into a customary engagement letter, and, to the extent necessary, each Party shall waive and cause its Affiliates to waive any then-existing conflicts with the Neutral Accountant and shall cooperate with the Neutral Accountant in connection with its determination pursuant to this Section 2.06. Within fifteen (15) and Business Days after the Neutral Accountant has been retained, each of the Seller Representative and the Buyer Purchaser shall promptly deliver joint written instructions furnish, at its own expense, to the Escrow Agent instructing Neutral Accountant and the Escrow Agent other Party a written statement of its positions with respect to release from each Disputed Item. Within ten (10) Business Days after the Adjustment Escrow Fund and to expiration of such fifteen (15) Business Day period, each of such Party may deliver to the Sellers an amount equal Neutral Accountant and to each other its response to the excessother’s position on each Disputed Item. With each submission, if anyeach Party shall furnish to the Neutral Accountant such information and documents as may be requested by the Neutral Accountant and may also furnish to the Neutral Accountant such other information and documents as such Party deems relevant, in each case with copies being given to the other such Party substantially simultaneously. The Neutral Accountant shall, at its discretion or at the written request of the Adjustment Escrow Fund over the greatest aggregate value of such disputed items submitted to the Independent Accounting Firm as claimed by Buyer Seller and the Seller Representative. The Independent Accounting Firm shall consider only those items Purchaser, conduct a conference concerning the Disputed Items and amounts in each of the Seller Representative’s or the Purchaser shall have the right to present additional documents, materials and other information and to have present its Representatives at such conference. No Party or its Representatives shall be permitted to engage in any ex-parte communications (whether written or oral) with the Buyer’s respective calculations of Neutral Accountant. (iv) The Neutral Accountant shall be instructed to resolve only the Final EBITDA, Closing Payoff Indebtedness, Final Cash Disputed Items and Closing Transaction Expenses that are identified as being items and amounts shall be instructed not to which the Seller Representative and the Buyer have been unable to agreeinvestigate any other matter independently. In resolving any disputed itemDisputed Item, the Independent Accounting Firm Neutral Accountant may not assign a greater or lesser value to any item greater Disputed Item than the greatest value for that assigned to such item claimed by either party or less than the smallest value for such item claimed by either party. The Independent Accounting Firm shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or, if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed in writing Disputed Item by the Purchaser or the Seller Representative and in the BuyerInitial Closing Statement or the Notice of Disagreement, as applicable. The Seller Representative and the Buyer Purchaser shall instruct request that the Independent Accounting Firm to render Neutral Accountant (A) make a written decision resolving final determination of all the matters submitted to it Disputed Items as promptly soon as reasonably practicable, and in any event within 30 days following thirty (30) days, from the submission thereof. Judgment may date the Disputed Items were submitted to the Neutral Accountant and (B) provide a reasonably detailed basis for its determination in respect of each Disputed Item. (v) The resolution by the Neutral Accountant of the Disputed Items, absent fraud, intentional misconduct or manifest error, shall be entered final and binding upon the written determination Parties. The Parties agree that the procedures set forth in this Section 2.06(d) for resolving disputes with respect to the Initial Closing Statement shall be the sole and exclusive method for resolving any such disputes. (vi) The Purchaser and the Seller shall each bear one-half of the Independent Accounting Firm in accordance with Section 11.9. In acting under this Agreementfees and expenses of the Neutral Accountant. (vii) The Neutral Accountant shall act as an expert, the Independent Accounting Firm will be entitled to the powers, privileges and immunities of not as an arbitrator, in resolving such Disputed Items. The proceeding before the Neutral Accountant shall be an expert determination under applicable Laws governing expert determination and appraisal proceedings. (d) The costs of Initial Closing Statement, including any dispute modifications resulting from the resolution pursuant to Section 2.6(c), including the fees and expenses of the Independent Accounting Firm and 2.06(d) of any enforcement Disputed Items set forth in the Notice of the determination thereofDisagreement, shall be borne by the Sellers and the Buyer in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall deemed to be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review be final and binding upon the Seller and the Purchaser for the purposes of any this Agreement upon the earliest to occur of (i) the delivery by the Seller of the Notice of Disagreement, as applicable, shall be borne Acceptance or the failure of the Seller to deliver the Notice of Disagreement by such party. the Objection Deadline Date; (eii) The Buyer the resolution of all Disputed Items by the Seller and the Companies will, Purchaser pursuant to Section 2.06(d)(ii); and will cause (iii) the Subsidiaries resolution of all Disputed Items pursuant to Section 2.06(d)(iv) by the Companies Neutral Accountant. Within five (in the case of the Companies, during the period from and 5) Business Days after the date of delivery of the Estimated Closing Statement through the Closing Date and, in the case of the Buyer, during the period from and after the date of delivery of the Interim Closing Statement (or, in the event Buyer fails to timely deliver such statement, the last date upon which the Final Closing Statement should have been delivered) through becomes or is deemed to be final and binding upon the resolution of any Parties, an adjustment to the Purchase Price contemplated Estimated Closing Date Payment Amount and a payment by this Section 2.6) to afford the other parties and their Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties (to the extent necessary and advisable, wire transfer of immediately available funds in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of the Target Entities and to any other information reasonably requested for purposes of reviewing the calculations contemplated by this Section 2.6 (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities). The Buyer and the Companies shall authorize their respective accountants to disclose work papers generated by such accountants in connection with reviewing the calculations contemplated by this Section 2.6; provided, that any such outside accountants shall not be obligated to make any work papers available except in accordance with such accountants’ normal disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (f) The Estimated Purchase Price respect thereof shall be adjusted, upwards or downwards, made as follows: (i) For If the purpose Closing Date Payment Amount, as finally determined in accordance with the foregoing provisions of this AgreementSection 2.06, exceeds the Estimated Closing Date Payment Amount (such difference, the “Net Adjustment Amount” Closing Underpayment”), the Purchaser shall be calculated as follows: pay to the Seller an amount (which may be positive or negative) equal to such Closing Underpayment to the Purchase Price Bank Account or to another bank account designated in writing by the Seller (A) (1) the Final Cash (as finally determined pursuant such designation to this Section 2.6), plus $500,000, less the product of (x) Final EBITDA (as finally determined pursuant to this Section 2.6) multiplied by (y) the Pro Rata EBITDA Fraction, minus be made within two (2) Business Days after the Interim Payment Amount; minus (B) the Final Closing Payoff Indebtedness as finally determined pursuant to this Section 2.6, minus the Estimated Payoff Indebtedness; minus (C) the Closing Transaction Expenses as finally determined pursuant to this Section 2.6, minus the Estimated Transaction Expenses;Statement becomes or is deemed final). (ii) If the Net Adjustment Amount Closing Date Payment Amount, as finally determined in accordance with the foregoing provisions of this Section 2.06, is positive, then less than the Estimated Purchase Price shall be adjusted upwards in an amount equal thereto. In Closing Date Payment Amount (such eventdifference, (A) the Buyer “Closing Overpayment”), the Seller shall pay the Net Adjustment Amount to the account(s) designated by the Seller Representative, and (B) the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to transfer all funds in the Adjustment Escrow Fund to the Seller Representative and the Escrow Agent shall do so. (iii) If the Net Adjustment Amount is negative the Estimated Purchase Price shall be adjusted downwards in Purchaser an amount equal to the absolute value of the Net Adjustment Amount. In such event, the Buyer and the Seller Representative shall deliver Closing Overpayment to a joint written instruction to the Escrow Agent instructing the Escrow Agent to pay the Net Adjustment Amount out of the Adjustment Escrow Fund to the Buyer, and the remainder, if any, of the Adjustment Escrow Amount to the Seller Representative, in accordance with the terms of the Escrow Agreement and the Escrow Agreement, and the Escrow Agent shall do so. (g) Payments in respect of Section 2.6(f) shall be made within three Business Days of final determination of the Net Adjustment Amount pursuant to the provisions of this Section 2.6 by wire transfer of immediately available funds to such bank account or accounts as may be designated in writing by the party entitled Purchaser (such designation to such payment at least be made within two (2) Business Days prior to such payment dateafter the Final Closing Statement becomes or is deemed final). (hiii) For the avoidance of doubt, if the Adjustment Escrow Amount shall serve Closing Date Payment Amount, as finally determined in accordance with the sole and exclusive source foregoing provisions of recovery for any amounts owed this Section 2.06, is equal to the Buyer in connection with the final determination of the Purchase Price and Net Adjustment Amount pursuant to this Section 2.6. (i) Notwithstanding anything to the contraryEstimated Closing Date Payment Amount, to the extent Estimated Payoff Indebtedness exceeds Closing Payoff Indebtedness (or Closing Payoff Indebtedness exceeds Estimated Payoff Indebtedness), and such excess (or shortfall) is solely attributable to a Blocker, as determined by the Seller Representative and designated in a notice to the Buyer, such excess (or shortfall) no payment shall be solely for the account of the Trident Sellersmade. (j) Any amounts which become payable pursuant to this Section 2.6 will constitute an adjustment to the Purchase Price for all purposes hereunder, except to the extent otherwise required by applicable Law.

Post-Closing Adjustment of Purchase Price. (a) As soon as practicable but within 15 Within 60 days after the completion of the external audit of the Buyer’s (or any successor’s) financial statements for the year ended December 31, 2020 (but in no event later than April 30, 2021)Closing Date, the Buyer Seller Representative shall prepare, or cause to be prepared, and deliver to the Seller Representative Buyer a written statement (the “Final Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of the Enhanced Entities Company and its Subsidiaries, including all notes thereto, as of immediately prior to the Closing (the “Closing Balance Sheet”) and a consolidated income statement of each of the Companies for the year ended December 31, 2020 (the “Year End Income Statement”) Cut-off Time and (ii) a good faith calculation of the actual (A) EBITDA Net Working Capital (the “Final EBITDAClosing Net Working Capital”), (B) Payoff Indebtedness (the “Closing Payoff Indebtedness”), (C) Cash (the “Final Closing Cash”), and (D) Transaction Expenses (the “Closing Transaction Expenses”) (with each of Closing Payoff Indebtedness Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses determined as of immediately prior to the ClosingCut-off Time and, Final Cash shall be determined as of December 31, 2020 and Final EBITDA shall be determined for the year ended December 31, 2020, in each case (except for Closing Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness))Expenses, without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreementshereby), together with, in each case, reasonably detailed supporting information containing the components thereof. Final EBITDAClosing Net Working Capital, Closing Payoff Indebtedness and Closing Cash shall be calculated in accordance with the Applicable Accounting Principles. All calculations of Closing Net Working Capital, Closing Indebtedness, Final Closing Cash and Closing Transaction Expenses shall be calculated in accordance with the definitions thereof and GAAP, which shall (x) not include any changes in assets or liabilities as accompanied by a result certificate of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated by this Agreement or the Ancillary Agreements, (y) be based on facts and circumstances as they exist on the Closing Date and (z) exclude the effect of any, decision or event occurring on or after the Closing Date. In furtherance of the foregoing, the parties acknowledge and agree that GAAP is not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies that are not, in each case, specifically set forth therein. If the Buyer fails to timely deliver any of the Final Closing Statement and the calculations set forth therein in accordance with the foregoing, then, at the election duly authorized officer of the Seller Representative certifying that such amounts have been prepared in its sole discretion, either (x) the Net Adjustment Amount shall be conclusively deemed to equal $1,000,000 or (y) upon five (5) Business Days advance written notice to the Buyer, the Seller Representative shall retain an independent public accounting firm to provide an audit or other review of the Target Entities’ books and records, review the calculation of the Estimated Purchase Price and the Interim Closing Statement and make any adjustments necessary thereto consistent good faith in accordance with the provisions of this Section 2.6, the determination of such accounting firm being conclusive and binding on the Parties; provided, however, that the Seller Representative reserves any and all other rights granted to it in this Agreement. The engagement fees of such accounting firm shall be borne as set forth in Section 2.6(d). (b) The Final Closing Statement shall become final and binding on the 30th 60th day following delivery thereofthereof (the “Buyer Review Period”), unless prior to the end of such period, the Seller Representative Buyer delivers to the Buyer Seller Representative written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Final EBITDAClosing Net Working Capital, Closing Payoff Indebtedness, Final Closing Cash and/or Closing Transaction Expenses, Expenses as set forth in the Final Closing Statement. The Sellers shall be deemed to have agreed with all items and amounts of Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses not specifically referenced in the Notice of Disagreement (other than contra accounts and other items and amounts reasonably related to such items and amounts specifically referenced in the Notice of Disagreement), and such items and amounts shall not be subject to review in accordance with Section 2.6(c). Any Notice of Disagreement may reference only disagreements based on mathematical errors or based on amounts of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses as reflected on the Final Closing Statement not being calculated in accordance with this Section 2.6. (c) During the 3015-day period following delivery of a Notice of Disagreement by the Seller Representative Buyer to the BuyerSeller Representative, the parties Parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation of the Final EBITDAClosing Net Working Capital, Closing Payoff Indebtedness, Final Closing Cash and/or Closing Transaction Expenses as specified therein. The parties hereto acknowledge and agree that the Federal Rules of Evidence Rule 408 shall apply to the Buyer and the Seller Representative during such period of negotiations and any subsequent dispute arising therefrom. Any disputed items resolved in writing between the Seller Representative and the Buyer within such 3015-day period shall be final and binding with respect to such items, and if the Seller Representative and the Buyer agree in writing on the resolution of each disputed item specified by the Seller Representative Buyer in the Notice of Disagreement and the amount of the Final EBITDAClosing Net Working Capital, Closing Payoff Indebtedness, Final Closing Cash and Closing Transaction Expenses, the amounts so determined shall be final and binding on the parties for all purposes hereunder and shall not be subject to appeal or further review. If the Seller Representative and the Buyer have not resolved all such differences by the end of such 3015-day period, the Seller Representative and the Buyer shall each make one written submission submit, in writing, to an independent public accounting firm (the “Independent Accounting Firm”), their briefs detailing their views as to the correct nature and amount of each item remaining in dispute and the amounts of the Final EBITDAClosing Net Working Capital, Closing Payoff Indebtedness, Final Closing Cash and Closing Transaction Expenses, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Final EBITDAClosing Net Working Capital, Closing Payoff Indebtedness, Final Closing Cash and Closing Transaction Expenses, which determination shall be final and binding on the parties for all purposes hereunder. Any item not specifically submitted to the Independent Accounting Firm for resolution shall be deemed final and binding on the parties for all purposes hereunder (as set forth in the Final Closing Statement, the Notice of Disagreement or as otherwise resolved in writing by Seller Representative and the Buyer) and Seller Representative and the Buyer shall promptly deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Adjustment Escrow Fund and to deliver to the Sellers an amount equal to the excess, if any, of the Adjustment Escrow Fund over the greatest aggregate value of such disputed items submitted to the Independent Accounting Firm as claimed by Buyer and the Seller Representative. The Independent Accounting Firm shall consider only those items and amounts in the Seller Representative’s and the Buyer’s respective calculations of the Final EBITDAClosing Net Working Capital, Closing Payoff Indebtedness, Final Closing Cash and Closing Transaction Expenses that are identified as being items and amounts to which the Seller Representative and the Buyer have been unable to agree. In resolving any disputed item, the Independent Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party Party or less than the smallest value for such item claimed by either partyParty. The Independent Accounting Firm shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Deloitte LLP or, if such firm is unable or unwilling to act, such other nationally-recognized, independent public accounting firm as shall be agreed in writing by the Seller Representative and the Buyer. The Seller Representative Sellers and the Buyer shall instruct use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it as promptly as practicable, and in any event within 30 days following the submission thereof. Judgment may be entered upon the written determination of the Independent Accounting Firm in accordance with Section 11.910.10. In acting under this Agreement, the Independent Accounting Firm will be entitled to the powers, privileges and immunities of an arbitrator. (d) The costs of any dispute resolution pursuant to Section 2.6(c2.5(c), including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by the HTA Sellers and the Buyer in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the Representatives of each party Party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such partyParty. (e) The Buyer and the Companies HTA Sellers will, and will cause the Subsidiaries of the Companies Company (in the case of the CompaniesHTA Sellers, during the period from and after the date of delivery of the Estimated Closing Statement through prior to the Closing Date and, in the case of the Buyer, during the period from and after the date of delivery of the Interim Closing Statement (or, in the event Buyer fails to timely deliver such statement, the last date upon which the Final Closing Statement should have been delivered) through the resolution of any adjustment to the Purchase Price contemplated by this Section 2.62.5) to afford the other parties Party and their its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties (to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)properties, books and records of the Target Entities Company and its Subsidiaries and to any other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 2.6 (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities)2.5. The Buyer and the Companies Each Party shall authorize their respective its accountants to disclose work papers generated by such accountants in connection with preparing and reviewing the calculations contemplated by of the Net Working Capital, Cash and Indebtedness as specified in this Section 2.6; 2.5, provided, that any such outside accountants shall not be obligated to make any work papers available except in accordance with such accountants’ normal disclosure procedures and then only after the non-client party Party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (f) The Estimated Purchase Price shall be adjusted, upwards or downwards, as follows: (i) For the purpose purposes of this Agreement, the “Net Adjustment Amount” shall be calculated as follows: means an amount (amount, which may be positive or negative) , equal to (A) (1) the Final Cash (Closing Net Working Capital as finally determined pursuant to this Section 2.6)2.5 minus the Estimated Net Working Capital, plus $500,000, less the product of (x) Final EBITDA (as finally determined pursuant to this Section 2.6) multiplied by (y) the Pro Rata EBITDA Fraction, minus (2) the Interim Payment Amount; minus (B) the Closing Payoff Indebtedness as finally determined pursuant to this Section 2.6, 2.5 minus the Estimated Payoff Indebtedness; , plus (C) the Closing Cash as finally determined pursuant to this Section 2.5 minus the Estimated Cash, minus (CD) the Closing Transaction Expenses as finally determined pursuant to this Section 2.6, 2.5 minus the Estimated Transaction Expenses; (ii) If the Net Adjustment Amount is positive, then the Estimated Purchase Price shall be adjusted upwards in an amount equal thereto. In such event, (A) the Buyer shall pay the Net Adjustment Amount to the account(s) designated by the Seller Representative, and (B) the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to transfer all funds in the Adjustment Escrow Fund to the Seller Representative and the Escrow Agent shall do so. (iii) If the Net Adjustment Amount is negative the Estimated Purchase Price shall be adjusted downwards in an amount equal to the absolute value of the Net Adjustment Amount. In such event, the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to pay the Net Adjustment Amount out of the Adjustment Escrow Fund to the Buyer, and the remainder, if any, of the Adjustment Escrow Amount to the Seller Representative, in accordance with the terms of the Escrow Agreement and the Escrow Agreement, and the Escrow Agent shall do so. (g) Payments in respect of Section 2.6(f) shall be made within three Business Days of final determination of the Net Adjustment Amount pursuant to the provisions of this Section 2.6 by wire transfer of immediately available funds to such account or accounts as may be designated in writing by the party entitled to such payment at least two Business Days prior to such payment date. (h) For the avoidance of doubt, the Adjustment Escrow Amount shall serve as the sole and exclusive source of recovery for any amounts owed to the Buyer in connection with the final determination of the Purchase Price and Net Adjustment Amount pursuant to this Section 2.6. (i) Notwithstanding anything to the contrary, to the extent Estimated Payoff Indebtedness exceeds Closing Payoff Indebtedness (or Closing Payoff Indebtedness exceeds Estimated Payoff Indebtedness), and such excess (or shortfall) is solely attributable to a Blocker, as determined by the Seller Representative and designated in a notice to the Buyer, such excess (or shortfall) shall be solely for the account of the Trident Sellers. (j) Any amounts which become payable pursuant to this Section 2.6 will constitute an adjustment to the Purchase Price for all purposes hereunder, except to the extent otherwise required by applicable Law.

Post-Closing Adjustment of Purchase Price. (a) As soon as practicable but within 15 Within thirty (30) days after the completion of Closing, the external Purchasers shall a nationally recognized, "Big-5" accounting firm to conduct an audit of the Buyer’s Sellers and prepare, in consultation with the Sellers and in conformity with GAAP, applied on a basis consistent with the Financial Statements (or any successor’s) financial statements for as defined in SECTION 5.5(a)), and deliver to the year ended December Purchaser, an income statement of the Sellers as of the close of business on August 31, 2020 1998 (the "Preliminary Income Statement") with a calculation of net income from operations as of the close of business on August 31, 1998 (the "Preliminary Net Income From Operations"), and deliver its report to the Purchaser and the Sellers as soon after the Closing Date as possible, but in no event later than April 30, 2021), the Buyer shall prepare, or cause to be prepared, and deliver to the Seller Representative a written statement sixty (the “Final Closing Statement”60) that shall include and set forth (i) a consolidated balance sheet of the Enhanced Entities as of immediately prior to the Closing (the “Closing Balance Sheet”) and a consolidated income statement of each of the Companies for the year ended December 31, 2020 (the “Year End Income Statement”) and (ii) a good faith calculation of the actual (A) EBITDA (the “Final EBITDA”), (B) Payoff Indebtedness (the “Closing Payoff Indebtedness”), (C) Cash (the “Final Cash”), and (D) Transaction Expenses (the “Closing Transaction Expenses”) (with each of Closing Payoff Indebtedness and Closing Transaction Expenses determined as of immediately prior to the Closing, Final Cash shall be determined as of December 31, 2020 and Final EBITDA shall be determined for the year ended December 31, 2020, in each case (except for Closing Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness)), without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreements), together with, in each case, reasonably detailed supporting information containing the components thereof. Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses shall be calculated in accordance with the definitions thereof and GAAP, which shall (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated by this Agreement or the Ancillary Agreements, (y) be based on facts and circumstances as they exist on the Closing Date and (z) exclude the effect of any, decision or event occurring on or days after the Closing Date. In furtherance The costs and expenses of preparing the foregoing, the parties acknowledge and agree that GAAP is not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies that are not, in each case, specifically set forth therein. If the Buyer fails to timely deliver any of the Final Closing Preliminary Income Statement and the calculations set forth therein in accordance with the foregoing, then, at the election of the Seller Representative in its sole discretion, either (x) the Net Adjustment Amount shall be conclusively deemed to equal $1,000,000 or (y) upon five (5) Business Days advance written notice to the Buyer, the Seller Representative shall retain an independent public accounting firm to provide an audit or other review of the Target Entities’ books and records, review the calculation of the Estimated Purchase Price examination thereof and the Interim Closing Statement and make any adjustments necessary thereto consistent with the provisions of this Section 2.6, the determination of such accounting firm being conclusive and binding on the Parties; provided, however, that the Seller Representative reserves any and all other rights granted to it in this Agreement. The engagement fees of such accounting firm report thereon by independent accountants chosen by Purchaser shall be borne as set forth in Section 2.6(d)by the Purchaser. (b) The Final Closing Statement Sellers shall become final and binding on the 30th day have thirty (30) days following delivery thereof, unless prior of the Preliminary Income Statement and the calculation of the Preliminary Net Income From Operations during which to notify the end of such period, the Seller Representative delivers to the Buyer written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount Purchaser of any dispute as to the Final EBITDAof any item contained therein, Closing Payoff Indebtednesswhich, Final Cash and/or Closing Transaction Expenses, as shall set forth in reasonable detail the Final Closing Statement. The Sellers basis for such dispute and shall be deemed to have agreed accompanied by a certificate of the Sellers' independent auditor that they concur with all items each of the positions taken by the Sellers in such notice that the Preliminary Income Statement and amounts the calculation of Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses the Preliminary Net Income From Operations was not specifically referenced in the Notice of Disagreement (other than contra accounts and other items and amounts reasonably related to such items and amounts specifically referenced in the Notice of Disagreement), and such items and amounts shall not be subject to review prepared in accordance with Section 2.6(c)GAAP, applied on a basis consistent with the Annual Financial Statements. Any Notice of Disagreement may reference only disagreements based on mathematical errors or based on amounts of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses as reflected on the Final Closing Statement not being calculated in accordance with this Section 2.6. (c) During the such 30-day period following delivery period, and during the pendency of a Notice any dispute regarding the Preliminary Income Statement and the calculation of Disagreement by the Seller Representative Preliminary Net Income From Operations, the Purchaser shall grant the Sellers and their representatives reasonable access to the Buyer, the parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation books and records of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses as specified therein. The parties hereto acknowledge and agree that the Federal Rules of Evidence Rule 408 shall apply to the Buyer Purchaser and the Seller Representative during such period accounting personnel of negotiations and the Purchaser. If the Sellers fail to notify the Purchaser of any subsequent dispute arising therefrom. Any disputed items resolved in writing between the Seller Representative and the Buyer within such 30-day period period, the Preliminary Income Statement or the calculation of Preliminary Net Income From Operations, as the case may be, shall be final the Final Income Statement and binding with respect to such itemsthe Final Net Income From Operations, and if the Seller Representative and the Buyer agree in writing on the resolution of each disputed item specified by the Seller Representative in the Notice of Disagreement and the amount of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses, the amounts so determined shall be final and binding on the parties for all purposes hereunder and parties. In the event that the Sellers shall not be subject so notify the Purchaser of any dispute, the Sellers shall cooperate in good faith to appeal or further review. resolve such dispute as promptly as possible. (c) If the Seller Representative Purchaser and the Buyer have not resolved all Sellers are unable to resolve any such differences by dispute within fifteen (15) days (or such longer period as the end Purchaser and the Sellers shall mutually agree in writing) of the Sellers' delivery of such 30-day periodnotice, the Seller Representative and the Buyer such dispute shall each make one written submission to an be resolved by a mutually agreeable nationally recognized, independent public accounting firm (the “"Independent Accounting Firm”"), detailing their views as to the correct nature and amount of each item remaining in dispute and the amounts of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses, which determination shall be final and binding on the parties for all purposes hereunderparties. Any item If the Sellers and the Purchaser cannot specifically submitted mutually agree on the identity of the Independent Accounting Firm, then the Sellers and the Purchaser shall each submit to the other party's independent auditor the name of a national accounting firm, and the Independent Accounting Firm for resolution shall be deemed final and binding on selected by lot from those two firms by the parties for all purposes hereunder independent auditors of the two parties. (If no national accounting firm shall be willing to serve as set forth in the Final Closing StatementIndependent Accounting Firm, the Notice of Disagreement or then an arbitrator shall be selected to serve as otherwise resolved in writing by Seller Representative and the Buyer) and Seller Representative and the Buyer shall promptly deliver joint written instructions such, such selection to be according to the Escrow Agent instructing the Escrow Agent to release from the Adjustment Escrow Fund and to deliver above procedures.) Any expenses relating to the Sellers an amount equal to the excess, if any, engagement of the Adjustment Escrow Fund over the greatest aggregate value of such disputed items submitted to the Independent Accounting Firm as claimed shall be shared equally by Buyer the Purchaser and the Seller Representative. The Independent Accounting Firm shall consider only those items and amounts in the Seller Representative’s and the Buyer’s respective calculations of the Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses that are identified as being items and amounts to which the Seller Representative and the Buyer have been unable to agree. In resolving any disputed item, the Independent Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either partySellers. The Independent Accounting Firm shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or, if such firm is unable or unwilling instructed to act, such other independent public accounting firm as shall be agreed in writing by use every reasonable effort to perform its services within fifteen (15) days of submission of the Seller Representative Preliminary Income Statement and the Buyer. The Seller Representative and calculation of the Buyer shall instruct the Independent Accounting Firm to render a written decision resolving the matters submitted Preliminary Net Income From Operations to it and, in any case, as promptly as practicable, practicable after such submission. The Final Income Statement and in any event within 30 days following the submission thereof. Judgment may calculation of Final Net Income From Operations shall then be entered upon prepared by the written Purchaser and the Sellers based on the determination of the Independent Accounting Firm in accordance with Section 11.9Firm. In acting under this Agreement, The Final Income Statement shall be the Independent Accounting Firm will Preliminary Income Statement deemed to be entitled to the powers, privileges and immunities of an arbitrator. (d) The costs of any dispute resolution final pursuant to Section 2.6(c), including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by the Sellers and the Buyer in inverse proportion clause (b) above or as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be finally determined by the Independent Accounting Firm at pursuant to this clause (c). (d) In the time event that the determination of Final Net Income From Operations is $300,000 less than $1,197,592, the Purchase Price shall be decreased $4.50 for every dollar by which the Final Net Income From Operations trails $897,592 (such firm is rendered on amount, the merits of the matters submitted"Final Closing Adjustment"). The fees and disbursements of Sellers shall, within ten (10) days after the Representatives of each party incurred final determination pursuant to Section 3.3(c) or 3.3(d), make payment to the Purchaser by wire transfer in connection with the preparation or review immediately available funds of the Final Closing Statement and preparation or review Adjustment, together with interest thereon at the reference rate per annum quoted from time to time by Chase Bank One of any Notice Texas from the Closing Date to the date of Disagreement, as applicable, shall be borne by such partypayment. (e) The Buyer and Notwithstanding anything in this Section 3.3 to the Companies will, and will cause the Subsidiaries of the Companies (in the case of the Companies, during the period from and after the date of delivery of the Estimated Closing Statement through the Closing Date and, in the case of the Buyer, during the period from and after the date of delivery of the Interim Closing Statement (orcontrary, in the event Buyer fails to timely deliver such statement, the last date upon which that the Final Closing Statement should have been delivered) through the resolution Net Income From Operations is below $1,197,592 solely as a result of any adjustment to the Purchase Price contemplated by this Section 2.6) to afford the other parties and their Representatives reasonable accessinter-company charges for accounting, during normal business hours and upon reasonable prior noticebilling or call center costs, to the personnel, properties (to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of the Target Entities and to any other information reasonably requested for purposes of reviewing the calculations contemplated by this Section 2.6 (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities). The Buyer and the Companies shall authorize their respective accountants to disclose work papers generated by such accountants in connection with reviewing the calculations contemplated by this Section 2.6; provided, that any such outside accountants shall not be obligated to make any work papers available except in accordance with such accountants’ normal disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (f) The Estimated Purchase Price shall be adjusted, upwards or downwards, as follows: (i) For the purpose of this Agreement, the “Net Adjustment Amount” shall be calculated as follows: an amount (which may be positive or negative) equal to (A) (1) the Final Cash (as finally determined pursuant to this Section 2.6), plus $500,000, less the product of (x) Final EBITDA (as finally determined pursuant to this Section 2.6) multiplied by (y) the Pro Rata EBITDA Fraction, minus (2) the Interim Payment Amount; minus (B) the Closing Payoff Indebtedness as finally determined pursuant to this Section 2.6, minus the Estimated Payoff Indebtedness; minus (C) the Closing Transaction Expenses as finally determined pursuant to this Section 2.6, minus the Estimated Transaction Expenses; (ii) If the Net Adjustment Amount is positive, then the Estimated Purchase Price shall be adjusted upwards in an amount equal thereto. In such event, (A) the Buyer shall pay the Net Adjustment Amount to the account(s) designated by the Seller Representative, and (B) the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to transfer all funds in the Adjustment Escrow Fund to the Seller Representative and the Escrow Agent shall do so. (iii) If the Net Adjustment Amount is negative the Estimated Purchase Price shall be adjusted downwards in an amount equal to the absolute value of the Net Adjustment Amount. In such event, the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to pay the Net Adjustment Amount out of the Adjustment Escrow Fund to the Buyer, and the remainder, if any, of the Adjustment Escrow Amount to the Seller Representative, in accordance with the terms of the Escrow Agreement and the Escrow Agreement, and the Escrow Agent shall do so. (g) Payments in respect of Section 2.6(f) shall be made within three Business Days of final determination of the Net Adjustment Amount pursuant to the provisions of this Section 2.6 by wire transfer of immediately available funds to such account or accounts as may be designated in writing by the party entitled to such payment at least two Business Days prior to such payment date3.3 shall not apply. (h) For the avoidance of doubt, the Adjustment Escrow Amount shall serve as the sole and exclusive source of recovery for any amounts owed to the Buyer in connection with the final determination of the Purchase Price and Net Adjustment Amount pursuant to this Section 2.6. (i) Notwithstanding anything to the contrary, to the extent Estimated Payoff Indebtedness exceeds Closing Payoff Indebtedness (or Closing Payoff Indebtedness exceeds Estimated Payoff Indebtedness), and such excess (or shortfall) is solely attributable to a Blocker, as determined by the Seller Representative and designated in a notice to the Buyer, such excess (or shortfall) shall be solely for the account of the Trident Sellers. (j) Any amounts which become payable pursuant to this Section 2.6 will constitute an adjustment to the Purchase Price for all purposes hereunder, except to the extent otherwise required by applicable Law.

Post-Closing Adjustment of Purchase Price. (a) As soon as practicable but within 15 Within 75 days after the completion of the external audit of the Buyer’s (or any successor’s) financial statements for the year ended December 31Closing Date, 2020 (but in no event later than April 30, 2021), the Buyer shall prepare, or cause to be prepared, and deliver to the Seller Representative a written statement (the “Final Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of the Enhanced Entities Company as of immediately prior to the Closing (the “Closing Balance Sheet”) and a consolidated income statement of each of the Companies for the year ended December 31, 2020 (the “Year End Income Statement”) and (ii) a good faith calculation of the actual (A) EBITDA Net Working Capital (the “Final EBITDAClosing Net Working Capital”), (B) Payoff Indebtedness (the “Closing Payoff Indebtedness”), (C) Cash (the “Final Closing Cash”), and (D) Transaction Expenses (the “Closing Transaction Expenses”) (with each of Closing Payoff Indebtedness Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses determined as of immediately prior to the ClosingClosing and, Final Cash shall be determined as of December 31, 2020 and Final EBITDA shall be determined for the year ended December 31, 2020, in each case (except for Closing Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness))Expenses, without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreementsherein), together with, in each case, reasonably detailed supporting information containing the components thereof. Final EBITDAClosing Net Working Capital, Closing Payoff Indebtedness, Final Cash Indebtedness and Closing Transaction Expenses Cash shall be calculated in accordance with the definitions thereof Applicable Accounting Principles. The Final Closing Statement will entirely disregard (A) any and GAAP, which shall (x) not include any changes in all effects on the assets or liabilities of the Company as a result of purchase accounting adjustments the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Buyer or any other changes arising from or resulting as a consequence transaction entered into by Buyer in connection with the consummation of the transactions contemplated by this Agreement hereby, and (B) any of the plans, transactions, or changes which Buyer makes or causes to be initiated or made after the Ancillary Agreements, (y) Closing with respect to the Company or its business or assets. The Final Closing Statement will be based solely on facts and circumstances as they exist on as of the Closing Date and (z) exclude the effect of anyno event, decision circumstance, or event act occurring on or after the Closing Date. In furtherance of the foregoing, the parties acknowledge and agree that GAAP is not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies that are not, in each case, specifically set forth therein. If the Buyer fails to timely deliver any of the Final Closing Statement and the calculations set forth therein in accordance with the foregoing, then, at the election of the Seller Representative in its sole discretion, either (x) the Net Adjustment Amount shall be conclusively deemed to equal $1,000,000 or (y) upon five (5) Business Days advance written notice to the Buyer, the Seller Representative shall retain an independent public accounting firm to provide an audit or other review of the Target Entities’ books and records, review the calculation of the Estimated Purchase Price and the Interim Closing Statement and make any adjustments necessary thereto consistent with the provisions of this Section 2.6, affect the determination of such accounting firm being conclusive and binding on the Parties; provided, however, that the Seller Representative reserves any and all other rights granted to it in this Agreement. The engagement fees of such accounting firm shall be borne as items set forth in Section 2.6(d)on Final Closing Statement. (b) The Final Closing Statement shall become final and binding on the 30th 45th day following delivery thereof, unless prior to the end of such period, the Seller Representative delivers to the Buyer written notice of its disagreement (a “Notice of Disagreement”) specifying setting forth its objections thereto and identifying in reasonable detail the nature items and amount of any dispute amounts to which the Seller Representative objects as to the Final EBITDAClosing Net Working Capital, Closing Payoff Indebtedness, Final Closing Cash and/or Closing Transaction Expenses, as set forth in the Final Closing Statement. The Sellers Seller Representative shall be deemed to have agreed with all items and amounts of Final EBITDAClosing Net Working Capital, Closing Payoff Indebtedness, Final Closing Cash and/or Closing Transaction Expenses not specifically referenced in the Notice of Disagreement (other than contra accounts and other items and amounts reasonably related objected to such items and amounts specifically referenced in the Notice of Disagreement), and such items and amounts shall not be subject to review in accordance with Section 2.6(c2.4(c). Any Notice of Disagreement may reference only disagreements based on mathematical errors or based on amounts of the Final EBITDAClosing Net Working Capital, Closing Payoff Indebtedness, Final Closing Cash and/or Closing Transaction Expenses as reflected on the Final Closing Statement not being calculated in accordance with the defined terms set forth herein and this Section 2.62.4. (c) During the 30-day 15‑day period following delivery of a Notice of Disagreement by the Seller Representative to the Buyer, the parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation of the Final EBITDAClosing Net Working Capital, Closing Payoff Indebtedness, Final Closing Cash and/or Closing Transaction Expenses as specified therein. The parties hereto acknowledge and agree that the Federal Rules of Evidence Rule 408 shall apply to the Buyer and the Seller Representative during such period of negotiations and any subsequent dispute arising therefrom. Any disputed items resolved in writing between the Seller Representative and the Buyer within such 30-day 15‑day period shall be final and binding with respect to such items, and if the Seller Representative and the Buyer agree in writing on the resolution of each disputed item specified by the Seller Representative in the Notice of Disagreement and the amount of the Final EBITDAClosing Net Working Capital, Closing Payoff Indebtedness, Final Closing Cash and Closing Transaction Expenses, the amounts so determined shall be final and binding on the parties hereto (including Sellers) for all purposes hereunder and shall not be subject to appeal or further reviewhereunder. If the Seller Representative and the Buyer have not resolved all such differences by the end of such 30-day 15‑day period, the Seller Representative and the Buyer shall each make one written submission submit, in writing, to an independent public accounting firm (the “Independent Accounting Firm”), their briefs detailing their views as to the correct nature and amount of each item remaining in dispute and the amounts of the Final EBITDAClosing Net Working Capital, Closing Payoff Indebtedness, Final Closing Cash and Closing Transaction Expenses, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Final EBITDAClosing Net Working Capital, Closing Payoff Indebtedness, Final Closing Cash and Closing Transaction Expenses, which determination shall be final and binding on the parties for all purposes hereunder. Any item hereunder and shall not specifically submitted be subject to the Independent Accounting Firm for resolution shall be deemed final and binding on the parties for all purposes hereunder (as set forth in the Final Closing Statement, the Notice of Disagreement appeal or as otherwise resolved in writing by Seller Representative and the Buyer) and Seller Representative and the Buyer shall promptly deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Adjustment Escrow Fund and to deliver to the Sellers an amount equal to the excess, if any, of the Adjustment Escrow Fund over the greatest aggregate value of such disputed items submitted to the Independent Accounting Firm as claimed by Buyer and the Seller Representativefurther review. The Independent Accounting Firm shall consider only those items and amounts in the Seller Representative’s and the Buyer’s respective calculations of the Final EBITDAClosing Net Working Capital, Closing Payoff Indebtedness, Final Closing Cash and Closing Transaction Expenses that are identified as being items and amounts to which the Seller Representative and the Buyer have been unable to agree. In resolving any disputed item, the Independent Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Independent Accounting Firm shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or, if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed in writing by the Seller Representative and the Buyer. The Seller Representative and the Buyer shall instruct use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it as promptly as practicable, and in any event within 30 days following the submission thereof. Judgment may be entered upon the written determination of the Independent Accounting Firm in accordance with Section 11.9. In acting under this Agreement, the Independent Accounting Firm will be entitled to the powers, privileges and immunities of an arbitrator8.9. (d) The costs of any dispute resolution pursuant to Section 2.6(c), including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by the Sellers (jointly and severally), on the Buyer one hand, and Buyer,on the other hand, in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. In acting under this Agreement, the Independent Accounting Firm shall function solely as an expert and not as an arbitrator. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party. (e) The Buyer Buyer, on the one hand, and Sellers, on the Companies other hand, will, and following the Closing, Buyer will cause the Subsidiaries of the Companies (in the case of the CompaniesCompany, during the period from and after the date of delivery of the Estimated Closing Statement through the Closing Date and, in the case of the Buyer, during the period from and after the date of delivery of the Interim Closing Statement (or, in the event Buyer fails to timely deliver such statement, the last date upon which the Final Closing Statement should have been delivered) through the resolution of any adjustment to the Purchase Price contemplated by this Section 2.6) to afford the other parties Seller Representative and their its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties (to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)properties, books and records of the Target Entities Company and to any other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 2.6 (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities)2.4. The Buyer and the Companies Each party hereto shall authorize their respective its accountants to disclose work papers generated by such accountants in connection with preparing and reviewing the calculations contemplated by of the Net Working Capital, Cash and Indebtedness as specified in this Section 2.62.4; provided, that any such outside accountants shall not be obligated to make any work papers available except in accordance with such accountants’ normal disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (f) The Estimated Purchase Price shall be adjusted, upwards or downwards, as follows: (i) For the purpose purposes of this Agreement, the “Net Adjustment Amount” shall be calculated as follows: means an amount (amount, which may be positive or negative) , equal to (A) (1) if the Final Cash (Closing Net Working Capital as finally determined pursuant to this Section 2.6)2.4 is less than the Estimated Net Working Capital only, plus $500,000, less the product of (x) Final EBITDA (Closing Net Working Capital as finally determined pursuant to this Section 2.6) multiplied by (y) 2.4 minus the Pro Rata EBITDA FractionEstimated Net Working Capital, minus (2) the Interim Payment Amount; minus plus (B) the Estimated Indebtedness minus the Closing Payoff Indebtedness as finally determined pursuant to this Section 2.62.4, plus (C) the Closing Cash as finally determined pursuant to this Section 2.4, minus the Estimated Payoff Indebtedness; Cash, plus (D) the Estimated Transaction Expenses minus (C) the Closing Transaction Expenses as finally determined pursuant to this Section 2.6, minus the Estimated Transaction Expenses; (ii) If the Net Adjustment Amount is positive, then the Estimated Purchase Price shall be adjusted upwards in an amount equal thereto2.4. In such event, (A) the Buyer shall pay the Net Adjustment Amount to the account(s) designated by the Seller Representative, and (B) the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to transfer all funds in the Adjustment Escrow Fund to the Seller Representative and the Escrow Agent shall do so. (iii) If the Net Adjustment Amount is negative the Estimated Purchase Price shall be adjusted downwards in an amount equal to the absolute value of the Net Adjustment Amount. In such event, the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to pay the Net Adjustment Amount out of the Adjustment Escrow Fund to the Buyer, and the remainder, if any, of the Adjustment Escrow Amount to the Seller Representative, in accordance with the terms of the Escrow Agreement and the Escrow Agreement, and the Escrow Agent shall do so. (g) Payments in respect of Section 2.6(f) shall be made within three Business Days of final determination of the Net Adjustment Amount pursuant to the provisions of this Section 2.6 by wire transfer of immediately available funds to such account or accounts as may be designated in writing by the party entitled to such payment at least two Business Days prior to such payment date. (h) For the avoidance of doubt, the Adjustment Escrow Amount shall serve as parties hereto acknowledge and agree that if the sole and exclusive source of recovery for any amounts owed to Closing Net Working Capital is greater than the Buyer in connection with the final determination of the Purchase Price and Estimated Net Adjustment Amount pursuant to this Section 2.6. (i) Notwithstanding anything to the contraryWorking Capital, to the extent Estimated Payoff Indebtedness exceeds Closing Payoff Indebtedness (or Closing Payoff Indebtedness exceeds Estimated Payoff Indebtedness), and such excess (or shortfall) is solely attributable to a Blocker, as determined by the Seller Representative and designated in a notice to the Buyer, such excess (or shortfall) there shall be solely for the account of the Trident Sellers. (j) Any amounts which become payable pursuant to this Section 2.6 will constitute an no corresponding adjustment to the Estimated Purchase Price for all purposes hereunder, except with respect to the extent otherwise required by applicable Lawsame.

Post-Closing Adjustment of Purchase Price. (a) As soon as practicable but within 15 Within one hundred-twenty (120) days after the completion of the external audit of the Buyer’s (or any successor’s) financial statements for the year ended December 31, 2020 (but in no event later than April 30, 2021)Closing Date, the Buyer shall prepare, or cause to be prepared, and deliver to the Seller Representative Stockholder Representative, on behalf of the Sellers, a written statement (the “Final Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of the Enhanced Entities Company and its Subsidiaries, as of 11:59 pm on the day immediately prior to preceding the Closing Date (the “Closing Balance Sheet”) and a consolidated income statement of each of the Companies for the year ended December 31, 2020 (the “Year End Income Statement”) and (ii) a good faith calculation of the actual (A) EBITDA Net Working Capital (the “Final EBITDAClosing Net Working Capital”), (B) Indebtedness (excluding the amount of the Payoff Indebtedness Indebtedness) (the “Closing Payoff Indebtedness”), (C) Cash (the “Final Cash”), and (DC) Transaction Expenses (the “Closing Transaction Expenses”) (with each of the Closing Payoff Net Working Capital, the Closing Indebtedness and the Closing Transaction Expenses determined as of 11:59 pm on the day immediately prior to preceding the ClosingClosing Date and, Final Cash shall be determined as of December 31, 2020 and Final EBITDA shall be determined except for the year ended December 31, 2020, in each case (except for Closing Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness))Expenses, without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreementsherein), together with, in each case, reasonably detailed supporting information containing the components thereof. Final EBITDA, The Closing Payoff Indebtedness, Final Cash Net Working Capital and Closing Transaction Expenses Indebtedness shall be calculated in accordance with the definitions thereof Accounting Principles and GAAP, which shall (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated by this Agreement or the Ancillary Agreements, (y) be based on facts and circumstances as they exist on the Closing Date and (z) exclude the effect of any, decision or event occurring on or after the Closing Date. In furtherance of the foregoing, the parties acknowledge and agree that GAAP is not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies that are not, in each case, specifically set forth therein. If the Buyer fails to timely deliver any of the Final Closing Statement and the calculations set forth therein in accordance with the foregoing, then, at the election of the Seller Representative in its sole discretion, either (x) the Net Adjustment Amount shall be conclusively deemed to equal $1,000,000 or (y) upon five (5) Business Days advance written notice to the Buyer, the Seller Representative shall retain an independent public accounting firm to provide an audit or other review of the Target Entities’ books and records, review the calculation of the Estimated Purchase Price and the Interim Closing Statement and make any adjustments necessary thereto consistent with the provisions of this Section 2.6, the determination of such accounting firm being conclusive and binding on the Parties; provided, however, that the Seller Representative reserves any and all other rights granted to it presented in this Agreement. The engagement fees of such accounting firm shall be borne as set forth in Section 2.6(d)U.S. dollars. (b) The Final Closing Statement shall become final and binding on the 30th day following delivery thereof, unless prior to the end of such period, the Seller Representative Stockholder Representative, on behalf of the Sellers, delivers to the Buyer written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Final EBITDAClosing Net Working Capital, Closing Payoff Indebtedness, Final Cash Indebtedness and/or Closing Transaction Expenses, as set forth in the Final Closing Statement. The Sellers Stockholder Representative, on behalf of the Sellers, shall be deemed to have agreed with all items and amounts of Final EBITDAClosing Net Working Capital, Closing Payoff Indebtedness, Final Cash Indebtedness and/or Closing Transaction Expenses not specifically referenced in the Notice of Disagreement (other than contra accounts and other items and amounts reasonably related to such items and amounts specifically referenced in the Notice of Disagreement), and such items and amounts shall not be subject to review in accordance with Section 2.6(c1.5(c). Any Notice of Disagreement may reference only disagreements based on mathematical errors or based on amounts of the Final EBITDAClosing Net Working Capital, the Closing Payoff Indebtedness, Final Cash Indebtedness and/or the Closing Transaction Expenses as reflected on the Final Closing Statement not being calculated in accordance with this Section 2.61.5. (c) During the 3015-day period following delivery of a Notice of Disagreement by the Seller Representative Stockholder Representative, on behalf of the Sellers, to the Buyer, the parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation of the Final EBITDAClosing Net Working Capital, Closing Payoff Indebtedness, Final Cash Indebtedness and/or Closing Transaction Expenses as specified therein. The parties hereto acknowledge and agree that the Federal Rules of Evidence Rule 408 shall apply to the Buyer and the Seller Representative during such period of negotiations and any subsequent dispute arising therefrom. Any disputed items resolved in writing between the Seller Stockholder Representative and the Buyer within such 3015-day period shall be final and binding with respect to such items, and if the Seller Representative Stockholder Representative, on behalf of the Sellers, and the Buyer agree in writing on the resolution of each disputed item specified by the Seller Stockholder Representative in the Notice of Disagreement and the amount of the Final EBITDAClosing Net Working Capital, Closing Payoff Indebtedness, Final Cash Indebtedness and Closing Transaction Expenses, the amounts so determined shall be final and binding on the parties for all purposes hereunder and shall not be subject to appeal or further reviewhereunder. If the Seller Representative Stockholder Representative, on behalf of the Sellers, and the Buyer have not resolved all such differences by the end of such 3015-day period, the Seller Representative Stockholder Representative, on behalf of the Sellers, and the Buyer shall each make one written submission submit, in writing, to an independent public accounting firm jointly appointed by the Buyer and the Stockholder Representative (the “Independent Accounting Firm”), their briefs detailing their views as to the correct nature and amount of each item remaining in dispute and the amounts of the Final EBITDAClosing Net Working Capital, Closing Payoff Indebtedness, Final Cash Indebtedness and Closing Transaction Expenses, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Final EBITDAClosing Net Working Capital, Closing Payoff Indebtedness, Final Cash Indebtedness and Closing Transaction Expenses, which determination shall be final and binding on the parties for all purposes hereunder. Any item hereunder and shall not specifically submitted be subject to the Independent Accounting Firm for resolution shall be deemed final and binding on the parties for all purposes hereunder (as set forth in the Final Closing Statement, the Notice of Disagreement appeal or as otherwise resolved in writing by Seller Representative and the Buyer) and Seller Representative and the Buyer shall promptly deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Adjustment Escrow Fund and to deliver to the Sellers an amount equal to the excess, if any, of the Adjustment Escrow Fund over the greatest aggregate value of such disputed items submitted to the Independent Accounting Firm as claimed by Buyer and the Seller Representativefurther review. The Independent Accounting Firm shall consider only those items and amounts in the Seller Stockholder Representative’s and the Buyer’s respective calculations of the Final EBITDAClosing Net Working Capital, Closing Payoff Indebtedness, Final Cash Indebtedness and Closing Transaction Expenses that are identified as being items and amounts to which the Seller Stockholder Representative and the Buyer have been unable to agree. In resolving any disputed item, the Independent Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Independent Accounting Firm shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or, if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed in writing by the Seller Stockholder Representative and the Buyer. The Seller Stockholder Representative and the Buyer shall instruct use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it as promptly as practicable, and in any event within 30 days following the submission thereof. Judgment may be entered upon the written determination of the Independent Accounting Firm in accordance with Section 11.96.5. In acting under this Agreement, the Independent Accounting Firm will be entitled to the powers, privileges and immunities of an arbitrator. (d) The costs fees and expenses of any dispute resolution pursuant to Section 2.6(cthe Independent Accounting Firm shall be paid jointly, one-half by the Buyer and one-half by the Sellers (on a joint and several basis); provided that, including if the difference between the actual Net Adjustment Amount (as defined below) and the Net Adjustment Amount that would have resulted from the use of the proposed calculations of one of the parties hereto (the “Erroneous Party”) is more than twice as great as the difference between the actual Net Adjustment Amount (as defined below) and the Net Adjustment Amount that would have resulted from the use of the other party’s proposed calculations, the Erroneous Party shall pay all of the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by the Sellers and the Buyer in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party. (e) The Buyer and the Companies Stockholder Representative, on behalf of the Sellers, will, and will cause the Subsidiaries of the Companies (in the case of the CompaniesCompany to, during the period from and after the date of delivery of the Estimated Closing Statement through the Closing Date and, in the case of the Buyer, during the period from and after the date of delivery of the Interim Closing Statement (or, in the event Buyer fails to timely deliver such statement, the last date upon which the Final Closing Statement should have been delivered) through the resolution of any adjustment to the Purchase Price contemplated by this Section 2.6) to afford the other parties party and their its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties (to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)properties, books and records of the Target Entities Company and its Subsidiaries and to any other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 2.6 (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities)1.5. The Buyer and the Companies Each party shall authorize their respective its accountants to disclose work papers generated by such accountants in connection with preparing and reviewing the calculations contemplated by of the Net Working Capital and Indebtedness as specified in this Section 2.61.5; provided, that any such outside accountants shall not be obligated to make any work papers available except in accordance with such accountants’ normal disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (f) The Estimated Purchase Price shall be adjusted, upwards or downwards, as follows: (i) For the purpose purposes of this Agreement, the “Net Adjustment Amount” shall be calculated as follows: means an amount (amount, which may be positive or negative) , equal to (A) (1) the Final Cash (Closing Net Working Capital as finally determined pursuant to this Section 2.6)1.5 minus the Estimated Net Working Capital, plus $500,000, less the product of (x) Final EBITDA (as finally determined pursuant to this Section 2.6) multiplied by (y) the Pro Rata EBITDA Fraction, minus (2) the Interim Payment Amount; minus (B) the Estimated Indebtedness minus the Closing Payoff Indebtedness as finally determined pursuant to this Section 2.61.5, minus plus (D) the Estimated Payoff Indebtedness; Transaction Expenses minus (C) the Closing Transaction Expenses as finally determined pursuant to this Section 2.6, minus the Estimated Transaction Expenses1.5; (ii) If the Net Adjustment Amount is positive, then the Estimated Purchase Price shall be adjusted upwards in an amount equal thereto. In such event, (A) the Buyer shall pay the Net Adjustment Amount to the account(s) designated by the Seller Representative, and (B) the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to transfer all funds in the Adjustment Escrow Fund to the Seller Representative and the Escrow Agent shall do so. (iii) If the Net Adjustment Amount is negative the Estimated Purchase Price shall be adjusted downwards in an amount equal to the absolute value of the Net Adjustment Amount. In such event, the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to pay the Net Adjustment Amount out of the Adjustment Escrow Fund to the Buyer, and the remainder, if any, of the Adjustment Escrow Amount to the Seller Representative, in accordance with the terms of the Escrow Agreement and the Escrow Agreement, and the Escrow Agent shall do so. (g) Payments in respect of Section 2.6(f) shall be made within three Business Days of final determination of the Net Adjustment Amount pursuant to the provisions of this Section 2.6 by wire transfer of immediately available funds to such account or accounts as may be designated in writing by the party entitled to such payment at least two Business Days prior to such payment date. (h) For the avoidance of doubt, the Adjustment Escrow Amount shall serve as the sole and exclusive source of recovery for any amounts owed to the Buyer in connection with the final determination of the Purchase Price and Net Adjustment Amount pursuant to this Section 2.6. (i) Notwithstanding anything to the contrary, to the extent Estimated Payoff Indebtedness exceeds Closing Payoff Indebtedness (or Closing Payoff Indebtedness exceeds Estimated Payoff Indebtedness), and such excess (or shortfall) is solely attributable to a Blocker, as determined by the Seller Representative and designated in a notice to the Buyer, such excess (or shortfall) shall be solely for the account of the Trident Sellers. (j) Any amounts which become payable pursuant to this Section 2.6 will constitute an adjustment to the Purchase Price for all purposes hereunder, except to the extent otherwise required by applicable Law.