Common use of Post-Closing Adjustment Clause in Contracts

Post-Closing Adjustment. (a) Within ninety (90) days after the Closing Date, Parent shall prepare and deliver to Representative a statement (the “Closing Statement”) calculating (i) the Purchase Price (excluding any Earn-out Payments), (ii) the Net Working Capital as of the Effective Time (the “Closing Net Working Capital”), and (iii) the Indebtedness of the Company as of the Effective Time (the “Closing Indebtedness”). (b) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Parent within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and Representative. (c) Promptly, but no later than five (5) Business Days after the final determination thereof, if the Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount of the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunder.

Post-Closing Adjustment. (a) Within ninety (90) days after As soon as reasonably practicable following the Closing Date, Parent and in any event within sixty (60) calendar days thereof, Buyer shall prepare and deliver to the Company Stockholder Representative a statement schedule setting forth, in reasonable detail, B▇▇▇▇’s good faith calculations of the Adjustment Amount, including calculations of the Closing Indebtedness Amount and the Closing Transaction Expenses, prepared in accordance with GAAP (the “Post-Closing StatementAdjustment Schedule”) calculating (i) the Purchase Price (excluding any Earn-out Payments), (ii) the Net Working Capital as of the Effective Time (the “Closing Net Working Capital”), and (iii) the Indebtedness of the Company as of the Effective Time (the “Closing Indebtedness”). (b) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Parent within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If the Company Stockholder Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), disagree with any calculations in the manner provided below. The Neutral Accountant Post-Closing Adjustment Schedule, it shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely notify Buyer of such disagreement in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement writing within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and Representative. (c) Promptly, but no later than five (5) Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreement. (b) In the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by B▇▇▇▇ and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor 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 the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor 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 and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final determination thereofand binding on the parties hereto for all purposes hereunder. All fees and expenses of the Independent Auditor relating to the work, if any, to be performed by the Purchase Price Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (excluding any Earnsubject to the Company Stockholder Representative’s right to be indemnified by the Pre-out Payments) Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the Final written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers Transaction Expenses in the form net amount of Parent Shares; or $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (ii) is less than the Closing Consideration, then such difference shall be paid subject to the Parent in cash out Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share fees and expenses of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount of the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunderIndependent Auditor.

Post-Closing Adjustment. (a) Within ninety No later than forty-five (9045) days after following the Closing Date, Parent Aspen shall prepare and deliver to Representative the Reinsurer a detailed statement in the same form as the Closing Statement (the “Final Closing Statement”) calculating setting forth Aspen’s good faith calculation of (i) the Purchase Price New Reinsurance Premium (excluding any Earnincluding the New Reinsurance Premium Accrued Interest, the Roll-out Payments), forward Amount and the ULAE Reimbursement Amount) and (ii) the Net Working Capital Initial Required Collateral Amount, in each case, as of the Effective Time (Closing Date, together with all accounting, actuarial and other data and documentation reasonably necessary for the “Closing Net Working Capital”), and (iii) the Indebtedness Reinsurer to review ▇▇▇▇▇’s proposed final calculations of the Company as of the Effective Time (the “Closing Indebtedness”)such amounts. (b) If Representative disputes any amounts as shown on Upon receipt of the Final Closing Statement, Representative the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to the preparation of the Final Closing Statement for the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall deliver be required to Parent within thirty make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (3045) days after of the Reinsurer’s receipt of the Final Closing Statement a Statement, the Reinsurer may deliver written notice (the “True-Up Dispute Notice”) setting forth Representative’s calculation to Aspen of such amount and describing any objections, specifying in reasonable detail any contested amounts and the basis for therefor, which the determination Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such different amountTrue-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not subject to disputed in the True-Up Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30if one is delivered) day period, then the Closing Statement prepared and delivered by Parent shall be deemed to be accepted by the “Final Closing StatementReinsurer as final, except to the extent that such amounts are affected by any disputed amounts.” The Parties shall use commercially reasonable efforts (c) If Aspen and the Reinsurer are unable to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed all disagreements with respect to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after Representative has given such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differencesdetermination shall be final and binding upon, and non-appealable by, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative Parties and the Neutral Accountant (which Parent their respective successors and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms assigns for all purposes of this Agreement. Parent , and Representative shall each be entitled not subject to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, collateral attack for any reason absent Fraud manifest error or manifest errorfraud. The fees and expenses of the Neutral Accountant Independent Actuary arising from such arbitration shall be paid by the Party whose calculation Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Closing Net Working Capital is farther from Statement and the Neutral Accountant’s calculation thereof. Nothing amount claimed by the Reinsurer in the True-Up Dispute Notice. (d) If the New Reinsurance Premium as finally determined pursuant to this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: 3.3 is (i) determine any questions or matters whatsoever under or in connection with this Agreement except for greater than the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or Estimated New Reinsurance Premium (ii) resolve any such differences by making an adjustment difference, a “Positive Adjustment Amount”), then Aspen shall pay to the Closing Statement Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is outside less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts designated in writing by the range defined by amounts as finally proposed by Parent and Representative. (c) PromptlyReinsurer, but no later than the Positive Adjustment Amount within five (5) Business Days after the following final determination thereof, if of the Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount New Reinsurance Premium pursuant to Sellers in the form of Parent Shares; this Section 3.3 or (ii) is less than the Closing Consideration, then such difference shall be paid to Estimated New Reinsurance Premium (the Parent in cash out absolute value of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller a “Negative Adjustment Amount”), then Aspen shall pay its Pro Rata Share of reduce the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price Funds Withheld Account Balance by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount of the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunderNegative Adjustment Amount.

Post-Closing Adjustment. (ai) Within ninety (90) days after As promptly as practicable following the Closing Date, Parent but in no event later than 15 days following the Closing Date, the Seller shall prepare and deliver to Representative a statement (the “Closing Statement”) calculating schedule setting forth (i) the Purchase Price (excluding any Earn-out Payments)Seller's Cash as of the Closing Date, (ii) the Net Working Capital Seller's Accounts Receivable as of the Effective Time (the “Closing Net Working Capital”), Date and (iii) the Indebtedness of the Company Seller's Accounts Payable as of the Effective Time Closing Date (the “Closing Indebtedness”"Schedule"). A copy of the Schedule shall be delivered to the Purchaser. Representatives of the Purchaser shall have access to the Seller's books and records in order to verify the accuracy of the Schedule. The parties shall endeavor to resolve any disagreements relating to the Schedule within five days following its delivery to the Purchaser. If all disagreements relating to the Schedule cannot be resolved by the parties within the foregoing time period, all matters in dispute (collectively, the "Disputed Matter") shall be resolved by arbitration as set forth in Section 2.5(ii). (bii) If Representative disputes any amounts as shown Any Disputed Matter shall be promptly submitted to and reviewed by Deloitte & Touche LLP, or other nationally recognized independent accounting firm mutually acceptable to the Seller and the Purchaser ("Arbitrator"). The Arbitrator shall consider only the Disputed Matter and shall act promptly to resolve in writing the Disputed Matter. The Arbitrator's decision with respect to the Disputed Matter shall be final and binding on the Closing Statement, Representative shall deliver to Parent within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative Seller and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided belowPurchaser. The Neutral Accountant shall only decide Seller and the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative Purchaser shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative responsible for and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination pay one-half of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Accountant Arbitrator. Each party shall be paid responsible for and pay its own expenses incurred in connection with the resolution of any Disputed Matter. (iii) As promptly as practicable following the first to occur of (x) an agreement between the Purchaser and the Seller with respect to the accuracy of the Schedule or (y) a decision by the Party whose calculation Arbitrator with respect to the appropriate figures for inclusion in the Schedule (in either event, the "Final Schedule"), the following action shall be taken: (1) If the sum of the Closing Net Working Capital is farther Accounts Receivable and the Cash reflected in the Final Schedule exceeds the Accounts Payable reflected therein, the amount of such excess, together with simple interest thereon from the Neutral Accountant’s calculation thereof. Nothing Closing Date at the Agreed Rate (calculated on the basis of a 365-day year), shall be promptly remitted by the Purchaser to the Seller; or (2) If the Accounts Payable reflected in the Final Schedule exceed the sum of the Accounts Receivable and the Cash reflected therein, the amount of such excess, together with simple interest thereon from the Closing Date at the Agreed Rate (calculated on the basis of a 365-day year), shall be promptly remitted by the Seller to the Purchaser. (iv) The agreements and covenants in this Section 2.11(b) 2.5 shall be construed to authorize or permit survive the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and RepresentativeClosing. (c) Promptly, but no later than five (5) Business Days after the final determination thereof, if the Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount of the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunder.

Post-Closing Adjustment. (a) Within ninety Purchaser shall propose any changes to the Estimated Commercialization Agreement Payment Value set forth in the Preliminary Commercialization Agreement Payment Schedule by delivering to Seller a final statement (90the “Final Commercialization Agreement Payment Statement”) setting forth Purchaser’s proposed good faith calculations of the Final Commercialization Agreement Payment Value and describing such proposed changes within thirty (30) days after following the Closing Date, Parent in each case including the components thereof and determined in a manner consistent with the definitions thereof and together with reasonable supporting back-up documentation. Seller shall prepare and deliver propose any changes to Representative the Estimated Inventories Value set forth in the Preliminary Inventories Statement by delivering to Purchaser a final statement (the “Closing Final Inventories Statement”) calculating setting forth Seller’s proposed good faith calculations of the Final Inventories Value and describing such proposed changes within ten (i10) days following the receipt of the Final Commercialization Agreement Payment Statement (the “Adjustment Deadline”), in each case including the components thereof and determined in a manner consistent with the definitions thereof and together with reasonable supporting back-up documentation. The Final Inventories Statement shall set forth Seller’s proposed good faith calculations of the Purchase Price, based on the Final Inventories Value set forth in the Final Inventories Statement and the Final Commercialization Agreement Payment Value set forth in the Final Commercialization Agreement Payment Statement. The Final Inventories Statement shall also set forth Seller’s proposed calculation of the amount by which the Purchase Price exceeds, or is less than, the Estimated Purchase Price (excluding any Earn-out Payments)such amount, (ii) the Net Working Capital as of the Effective Time (finally determined in accordance with this Section 2.07, the “Closing Net Working Capital”), and (iii) the Indebtedness of the Company as of the Effective Time (the “Closing IndebtednessFinal Adjustment Amount”). (b) If Representative disputes any amounts The Parties shall be entitled to dispute the proposed adjustments to the Estimated Inventories Value and the Estimated Commercialization Agreement Payment Value, and the calculation of the Final Adjustment Amount, in each case, as shown on set forth in the Closing Statement, Representative shall deliver Final Inventories Statement if either Party delivers a written notice of such dispute (the “Dispute Notice”) to Parent the other Party within thirty (30) days after Purchaser’s timely receipt of the Closing Statement a notice (Final Inventories Statement. The Dispute Notice shall describe the “Dispute Notice”) setting forth Representative’s calculation nature of such amount and describing any disagreement in reasonable detail and identify the basis for specific line items involved and the determination dollar amount of each such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c)disagreement. If Representative either Party does not deliver a Dispute Notice to Parent within such thirty (30) day periodthe time period specified in this Section 2.07(b), then the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be have accepted and agreed with the Final Closing Inventories Statement. If Parent , Seller’s calculation of the Final Adjustment Amount and Representative do not reach a final resolution the Purchase Price shall be final, binding and conclusive on the Closing Parties and the payment provided for in Section 2.08 shall be based on such amount. For the avoidance of doubt, any items on the Final Inventories Statement as to which either Party has not provided a reasonably detailed objection and provided an alternative calculation in the Dispute Notice delivered within the time period specified in this Section 2.07(b) shall be final, binding and conclusive on the Parties. (c) If a Dispute Notice is delivered within the time period specified in Section 2.07(b), Purchaser and Seller shall attempt in good faith to resolve any disputes set forth in the Dispute Notice during the thirty (30) days after Representative has given day period commencing on the date of receipt of such Dispute Notice, unless Parent Notice (or such longer period as may be agreed between the Parties) (the “Negotiation Period”). (d) If Purchaser and Representative mutually Seller agree in writing prior to continue their efforts to resolve such differencesthe expiration of the Negotiation Period on the calculation of the Final Inventories Value, the Neutral Accountant shall resolve such differencesFinal Commercialization Agreement Payment Value (or one or more components thereof), pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant resulting Final Adjustment Amount (which Parent and Representative agree to execute promptlywhether such amount is the same as or different from the amount calculated based upon the Final Inventories Statement), the payment provided for in Section 2.08 shall be based upon such agreed upon amount. (e) If Purchaser and Seller do not agree in writing prior to the manner provided below. The Neutral Accountant expiration of the Negotiation Period on the Final Adjustment Amount, then Purchaser and Seller shall only decide engage, and the specific remaining items under in dispute by that remain unresolved following the Parties Negotiation Period (but no other matters) (the “Disputed Items”) shall be submitted immediately to, a nationally recognized independent accounting firm to be mutually agreed upon by Seller and Purchaser (the “Independent Accountant”), solely acting as an expert and not as an arbitrator. The Independent Accountant shall consider only the Disputed Items. The Independent Accountant shall make a final determination as to each such Disputed Item, and the resulting amount of the Purchase Price and the Final Adjustment Amount in accordance with the guidelines and procedures set forth in this Agreement. The determination of value made by the Independent Accountant with respect to the applicable Disputed Items submitted to the Independent Accountant (i) shall not be greater than the greatest value for such items claimed by Purchaser or Seller or less than the smallest value for such items claimed by Purchaser or Seller in the Final Inventories Statement or the Dispute Notice, as applicable and (ii) shall be based solely upon the written submissions of Purchaser and Seller and the terms of this Agreement, including the definitions set forth herein (and not upon an independent review). Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s The determination of the Disputed Items submitted to the Independent Accountant, and the calculation of the Final Inventories Value and Final Commercialization Agreement Payment Value based on such determination and, if applicable, any amounts finally agreed upon between the Parties pursuant to be set forth Section 2.07(b) and Section 2.07(d), together with a calculation of the Purchase Price and the Final Adjustment Amount that results from such determination, shall become final and binding on the Closing Statement; and Parties on the date the Independent Accountant delivers its final resolution to the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Disputed Items submitted to the Independent Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud fraud or manifest error. The fees terms of appointment and expenses engagement of the Neutral Independent Accountant shall be paid by as agreed upon between Purchaser and Seller, and any associated engagement fees shall be borne based on the Party whose calculation inverse of the Closing Net Working Capital is farther from percentage that the Neutral Independent Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment bears to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and Representative. (c) Promptly, but no later than five (5) Business Days after the final determination thereof, if the Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the total amount of the excess (total items in dispute as originally submitted to the case of item (i) of this subsection (c)) divided Independent Accountant, which proportionate allocations shall also be determined by the value Independent Accountant at the time it renders its determination on the merits of a Consideration Share hereunderthe matters in dispute. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller, then 60% of the costs of its review would be borne by Purchaser and 40% of the costs would be borne by Seller.

Post-Closing Adjustment. (ai) Within ninety sixty (9060) days after following the Closing Date, Parent Seller shall prepare and deliver to Representative Buyer a statement (the “Closing Statement”) calculating that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (ithe “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (excluding any Earn-out Paymentsand reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review period. (ii) If Buyer timely delivers an Objection Notice to Seller, Buyer and Seller shall, during the Net Working Capital as thirty (30) day period following such delivery (or any mutually agreed extension thereof), use their commercially reasonable efforts to negotiate and reach agreement on the disputed items and amounts in order to determine the amount of the Effective Time Purchase Price Adjustment. If, at the end of such period (the “Closing Net Working Capital”or any mutually agreed extension thereof), the Parties are unable to resolve their disagreements, they shall jointly retain and (iii) refer their disagreements to the Indebtedness of Independent Accountant. The Parties shall instruct the Company as of Independent Accountant to promptly review this Section 2.6 and to determine solely with respect to the Effective Time (disputed items and amounts so submitted whether and to what extent, if any, the “Closing Indebtedness”). (b) If Representative disputes any amounts as shown on Purchase Price Adjustment set forth in the Closing StatementStatement requires adjustment. The Independent Accountant shall base its determination solely on written submissions by the Parties. As promptly as practicable, Representative shall deliver to Parent within but in no event later than thirty (30) days after receipt its retention, the Independent Accountant shall deliver to Buyer and Seller a report which sets forth its resolution of the disputed items and amounts and its calculation of the Purchase Price Adjustment; provided that the Independent Accountant 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 decision of the Independent Accountant shall be final and binding on the Parties. The costs and expenses of the Independent Accountant shall be allocated between the Parties based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Accountant. The Parties agree to execute, if requested by the Independent Accountant, a reasonable engagement letter, including customary indemnities in favor of the Independent Accountant. The Parties shall cooperate and shall furnish each other and, if applicable, the Independent Accountant, with such documents and other records that may be reasonably requested in connection with the preparation, review and final determination of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative Purchase Price Adjustment and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing matters addressed in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and Representative2.6. (ciii) PromptlyFor purposes of this Section 2.6(c), but no later than five (5) Business Days after the final determination thereof, if “Final Purchase Price Adjustment” means the Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount of the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunder.Adjustment:

Post-Closing Adjustment. (a) Within ninety (90) days As promptly as practicable after the Closing (but in no event later than sixty (60) Business Days following the Closing Date), the Purchaser shall cause to be prepared and delivered to the Parent the balance sheet of each of the Sellers under the Acquisition Agreements as of the close of business on the Closing Date including only those items in the definition of Net Working Capital, prepared in accordance with GAAP consistently applied (except as the definition of Net Working Capital varies from GAAP, in which case the definition of Net Working Capital shall control) (the “Closing Date Balance Sheet”), and a calculation based on the Closing Date Balance Sheet of the Closing Date Net Working Capital and the Adjustment Amount (the “Adjustment Amount Calculation”), specifying in reasonable detail such calculations. (i) Within thirty (30) Business Days after delivery to the Parent of the Closing Date Balance Sheet and the Adjustment Amount Calculation, the Parent shall prepare and deliver have the right to Representative furnish to the Purchaser a statement (the “Closing StatementObjection Notice”) calculating setting forth in reasonable detail any objections it has to the Adjustment Amount Calculation. The Parent may object to the Adjustment Amount Calculation solely on the basis of computational errors or that it was not prepared in accordance with GAAP, as modified by the definition of Net Working Capital. If no Objection Notice is received by the Purchaser within such thirty (i30) Business Day period or if the Purchase Price (excluding any Earn-out Payments)Parent notifies the Purchaser in writing that the Adjustment Amount Calculation is acceptable, then the Adjustment Amount Calculation shall be deemed to have been accepted by the Parent and shall become final and binding upon the parties hereto. (ii) If within twenty (20) Business Days after the Net Working Capital as delivery of the Effective Time Objection Notice, the Purchaser and the Parent are unable to agree to an Adjustment Amount and Adjustment Amount Calculation, they shall engage the Chicago, Illinois office of KPMG LLP or, if it is unable or unwilling to serve, another nationally recognized accounting firm mutually acceptable to the Purchaser and the Parent (the “Closing Net Working CapitalIndependent Firm”)) to resolve any disputes regarding the Adjustment Amount or the Adjustment Amount Calculation. The Purchaser and the Parent will direct the Independent Firm to render a written determination within twenty (20) Business Days of its retention, and (iii) the Indebtedness Purchaser and the Parent and their respective agents will cooperate with the Independent Firm during its engagement. The Independent Firm will consider only those issues related to the Adjustment Amount or Adjustment Amount Calculation that the Purchaser and the Parent have been unable to resolve. The determination of the Company chosen Independent Firm will be conclusive and shall become final and binding upon the parties hereto and any amounts owing as a result thereof shall be paid in accordance with subparagraph (b) below. The Parent and the Purchaser shall each pay one half of the Effective Time (the “Closing Indebtedness”)fees and expenses of such Independent Firm. (b) If Representative disputes any amounts as shown on the Closing StatementAdjustment Amount is a positive number, Representative the Purchaser shall deliver pay by wire transfer of immediately available funds to a bank account designated by the Parent within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant Parent (or to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then Seller as the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences direct in writing) within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and Representative. (c) Promptly, but no later than five (5) Business Days after of the final determination thereof, if of the Purchase Price Adjustment Amount in accordance with subparagraph (excluding any Earn-out Paymentsa) set forth in above the Final Closing Statement: (i) exceeds Adjustment Amount with simple interest from the Closing ConsiderationDate through the date of payment at the Applicable Interest Rate. If the Adjustment Amount is a negative number, the Parent shall pay such excess amount or cause to Sellers be paid by wire transfer of immediately available funds to a bank account designated by the Purchaser to the Purchaser within five (5) Business Days of the final determination of the Adjustment Amount in accordance with subparagraph (a) above the form of Parent Shares; or (ii) is less than Adjustment Amount with simple interest from the Closing Consideration, then such difference shall be paid to Date through the Parent in cash out date of payment at the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount of the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunderApplicable Interest Rate.

Post-Closing Adjustment. (a) Within ninety (90) days after following the Closing Distribution Date, Parent Spinco shall prepare cause to be prepared and deliver delivered to Representative Harbor a certificate endorsed by an executive officer of Spinco certifying a statement (the “Spinco Preliminary Closing Statement”) calculating setting forth Spinco’s good faith calculation of (i) the Purchase Price (excluding any Earn-out Payments), Spinco Working Capital Adjustment and (ii) the Spinco Net Working Capital as of Debt Adjustment, including reasonable detail regarding the Effective Time (calculations thereof. The Spinco Preliminary Closing Statement shall be prepared in accordance with the “Closing Net Working Capital”), and (iii) the Indebtedness of the Company as of the Effective Time (the “Closing Indebtedness”)Applicable Accounting Principles. (b) If Representative disputes any amounts as shown on During the forty-five (45) day period following Harbor’s receipt of the Spinco Preliminary Closing Statement, Representative Spinco shall deliver give Harbor, and each of its Representatives access at all reasonable times and on reasonable advance notice to Parent within thirty the books, records, properties, working papers and personnel of Spinco (30including senior finance and accounting personnel and their accountants) to the extent reasonably required to permit Harbor to evaluate the Spinco Preliminary Closing Statement. Within forty-five (45) days after receipt of the Spinco Preliminary Closing Statement Statement, Harbor may, in a written notice (the “Dispute Notice”) setting forth Representative’s calculation of such amount and describing to Spinco, describe in reasonable detail the basis for the determination of such different amount. Any amounts not subject any proposed adjustments to the Dispute Notice items set forth on the Spinco Preliminary Closing Statement and the reasons therefor (it being agreed that the only permitted reasons for such adjustments shall be paid promptly pursuant mathematical error or the failure to Section 2.11(ccompute items set forth therein in accordance with this Agreement). If Representative does Spinco shall not deliver have received a Dispute Notice to Parent notice of proposed adjustments within such thirty forty-five (30) day 45)-day period, then the Closing Statement prepared and delivered by Parent shall Harbor will be deemed to be have accepted irrevocably the “Final Spinco Preliminary Closing Statement.” The Parties (c) Harbor and Spinco shall use commercially reasonable efforts negotiate in good faith to resolve such differences within a period of any disputes over any proposed adjustments to the Spinco Preliminary Closing Statement, during the thirty (30) days after Representative has given following Spinco’s receipt of the proposed adjustments. If Harbor and Spinco are unable to resolve such dispute within such thirty (30)-day period, then, at the written request of either such Party (the “Dispute Resolution Request”), each such Party shall appoint a knowledgeable, responsible representative to meet in person and negotiate in good faith to resolve the disputed matters. The Parties intend that these negotiations be conducted by experienced business representatives empowered to decide the issues. Such negotiations shall take place during the thirty (30)-day period following the date of the Dispute NoticeResolution Request. If the Parties business representatives resolve the dispute, such resolution shall be memorialized in a written agreement (the Spinco Preliminary Closing Statement, as agreed to pursuant to the last sentence of Section 5.1(b) or as revised by such negotiations, written agreement or the final decision of the accounting firm referred to below, the “Spinco Final Closing Statement”). If the business representatives do not resolve the dispute during the periods described above, then Spinco, the Voyager Stockholders’ Representative and Harbor shall jointly engage KPMG LLP to arbitrate and resolve such differencesdisputes, then which resolution shall be final, binding and enforceable in accordance with Section 10.15. If KPMG LLP is unable or unwilling to act as arbitrator, a nationally recognized accounting firm shall be selected by lot from the Closing Statement agreed remaining nationally recognized accounting firms that are not the regular independent auditor firm of Harbor, Spinco or Voyager, and in such event references herein to by the Parties “KPMG LLP” shall be deemed to be refer to such replacement accounting firm. Within the Final Closing Statement. If Parent thirty (30)-day period following its engagement, KPMG LLP shall arbitrate and Representative do not reach a final resolution resolve such dispute based solely on the written submission provided by Harbor and Spinco and shall only consider whether the Spinco Preliminary Closing Statement within thirty (30and each component thereof) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely was prepared in accordance with this Agreement and (only with respect to disputed matters submitted to the terms accounting firm) whether and to what extent the Spinco Preliminary Closing Statement requires adjustment. In resolving any disputed matter, KPMG LLP shall (i) adhere to the definitions contained in this Agreement and the guidelines and principles of this Agreement. Parent Section 5.1 and Representative shall each be entitled (ii) not assign a value to make a presentation any item higher than the highest value for such item claimed by either of Harbor or Spinco or lower than the lowest value claimed by either such Person; provided, however, that to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and extent the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of value of any disputed item affects any other item used in calculating the amounts to Spinco Working Capital Adjustment or the Spinco Net Debt Adjustment, such effect may be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined taken into account by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest errorKPMG LLP. The fees and expenses of the Neutral Accountant KPMG LLP shall be paid shared by Spinco and Harbor in inverse proportion to the Party whose calculation relative amounts of the disputed amount determined in favor of Spinco and Harbor, respectively. (d) Upon final determination of the Spinco Final Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in Statement pursuant to this Section 2.11(b5.1, the following payments (if any) shall be construed to authorize or permit the Neutral Accountant to: made in accordance with Section 5.1(e): (i) determine any questions If the Adjustment Amount is positive, Spinco shall pay to Harbor the lesser of (A) $150,000,000 (less all amounts paid or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination payable pursuant to Section 3.01 of the Final Tax Matters Agreement in respect of Harbor Pre-Closing StatementTaxes) and (B) the Adjustment Amount; or and (ii) resolve If Adjustment Amount is negative, Harbor shall pay to Spinco the lesser of (A) $150,000,000 (less all amounts paid or payable pursuant to Section 3.01 of the Tax Matters Agreement in respect of Harbor Pre-Closing Taxes) and (b) the absolute value of the Adjustment Amount; and (iii) If the Adjustment Amount is zero, no payment by any such differences by making an adjustment Party shall be due. Notwithstanding anything herein to the Closing Statement that is outside contrary, no adjustment under this Section 5.1 shall be made to the extent the effect of such adjustment would reasonably be expected to result in Harbor Stockholders owning fifty percent (50%) or less of the range defined by amounts as finally proposed by Parent and Representativeshares of Spinco Common Stock on or after the Effective Time or otherwise result in a Tax Free Transaction Failure. (ce) Promptly, but no later than Any amount payable pursuant to Section 5.1(d) shall be made via wire transfer of immediately available funds within five (5) Business Days after the final determination thereof, if date upon which the Purchase Price (excluding any Earn-out Payments) set forth in the Spinco Preliminary Closing Statement becomes a Spinco Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made payment (or portion thereof) pursuant to this Section 2.11 5.1(d) shall be treated as an adjustment to the Purchase Price by Special Dividend and/or the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal Additional Special Dividend (if applicable) for Tax purposes, to the amount of the excess (in the case of item (i) of this subsection (c)) divided extent permitted by the value of a Consideration Share hereunderapplicable Law.

Post-Closing Adjustment. (a) After the Closing Date, the Sellers and Parent shall cooperate with each other and provide each other with such access to their respective relevant books, records (including, closing trial balances and detailed reconciliations of balance sheet accounts) and employees (and those of the Acquired Companies) as they may reasonably request in connection with the matters addressed in this Section 2.06. Within ninety (90) days after the Closing Date, Parent shall prepare and deliver to Representative the Sellers a statement (the “Closing Parent’s Statement”) calculating (i) setting forth its calculation of the Purchase Price (excluding any Earn-out Payments), (ii) including the Closing Date Net Working Capital as of Adjustment Amount, the Effective Time (Closing Date Cash Amount and the “Closing Net Working Capital”), RGGI Adjustment Amount) together with reasonable supporting information and (iii) the Indebtedness of the Company as of the Effective Time (the “Closing Indebtedness”)calculations. (b) If Representative disputes the Sellers object to any amounts as shown matter set forth on the Closing Parent’s Statement, Representative then they shall deliver to provide Parent written notice thereof within thirty (30) days after receipt of receiving the Closing Statement a Parent’s Statement, which notice (the “Dispute Notice”) setting forth Representative’s calculation of such amount and describing shall specify in reasonable detail the basis for such dispute and the determination of such different amount. Any amounts not subject to disputed items; provided, that the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then the Closing Statement prepared Sellers and delivered by Parent shall be deemed to be have agreed upon all items and amounts that are not disputed by the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve Sellers in such differences within a period of thirty (30) days after Representative has given the Dispute Noticewritten notice. If the Parties resolve such differencesare unable to agree on any matter set forth on Parent’s Statement disputed by the Sellers in accordance with this Section 2.06(b), then within one hundred thirty-five (135) days after the Closing Statement agreed to by Date, the Parties shall be deemed refer such dispute to be the Final Closing Statement. If KPMG LLP or, if KPMG LLP declines to act as provided in this Section 2.06(b), a firm of independent public accountants, mutually acceptable to Parent and Representative do not reach the Sellers (the “Independent Accountants”), and the Parties shall cause such firm to make a final resolution and binding determination as to only those matters in dispute with respect to this Section 2.06(b) on the Closing Statement a timely basis, and, in any event, within thirty (30) days after Representative has given following its appointment, and shall cause such firm promptly to notify the Dispute Notice, unless Parent Parties in writing of its resolution. The Parties shall not authorize the Independent Accountants to modify or amend any term or provision of this Agreement or modify items previously agreed among the Parties. The fees and Representative mutually agree to continue their efforts to resolve such differences, other costs charged by the Neutral Accountant Independent Accountants shall resolve such differences, pursuant to an engagement agreement among be borne by Parent, Representative on the one hand, and the Neutral Sellers, on the other hand, in proportion to the amounts by which their proposed calculations of the Purchase Price as initially submitted to the Independent Accountant (differed from the Independent Accountant’s final calculation of the Purchase Price divided by the aggregate amount by which Parent such proposed calculations of the Purchase Price differed from the Independent Accountant’s final calculation of the Purchase Price. If the Sellers do not object to any matter set forth on Parent’s Statement within the time period and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide set forth in the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms first sentence of this Agreement. Parent and Representative Section 2.06(b) or if the Sellers accept the Parent’s Statement, then the Parent’s Statement shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive become final and binding upon the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except Parties for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and Representativeall purposes hereunder. (c) PromptlyIf the Purchase Price, but no later than as finally determined as provided in Section 2.06(b) (as agreed between the Parties or as determined by the Independent Accountants), (i) exceeds the Estimated Purchase Price, then Parent shall pay the Blocker Sellers and the Non-Blocker Members an amount equal to the amount of such excess (to be apportioned among the Blocker Sellers and the Non-Blocker Members as provided in writing by the Blocker Sellers and the Non-Blocker Members based on the principles set forth in the Payout Schedule), within five (5) Business Days after the final determination thereofsuch amounts are agreed or determined pursuant to Section 2.06(b), if the Purchase Price (excluding any Earnby wire transfer of immediately available funds to an account or accounts designated with respect to such Blocker Sellers and Non-out Payments) set forth Blocker Members in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent SharesPayout Schedule; or (ii) is less than the Closing ConsiderationEstimated Purchase Price, then such difference Parent and the Sellers shall be paid to the Parent in cash out of notify the Escrow Account; provided, however, that if Agent to disburse to Parent from the Escrow Account in accordance with the Escrow Agreement an amount equal to the amount of any such shortfall within five (5) Business Days after such amounts are agreed or determined pursuant to Section 2.06(b); or (iii) is insufficient equal to pay the Parent such differenceEstimated Purchase Price, each Seller then no payment shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments be made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount of the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunder2.06.

Post-Closing Adjustment. (a) Within ninety Following the Closing, Buyer shall cause ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ L.L.P. or such other "big five" accounting firm selected by Buyer and approved by Seller (90which approval shall not be unreasonably withheld) days after the Closing Date, Parent shall prepare and deliver to Representative a statement (the “Closing Statement”"Auditor") calculating to prepare a valuation of Accounts Receivable and Inventory (i) the Purchase Price (excluding any Earn-out Payments"Auditor Report"). The Auditor Report shall be prepared in accordance with the principles set forth on Exhibit C, (ii) and shall set forth the Net Working Capital value of Accounts Receivable as of the Effective Time Closing Date (the “Closing Net Working Capital”), "Accounts Receivable Value") and (iii) the Indebtedness value of the Company Inventory as of the Effective Time Closing Date (the “"Inventory Value"), in each case in accordance with GAAP applied in accordance with Exhibit C. In addition, the Audit Report shall set forth the value of all deposits and prepayments made by Seller in respect of Assumed Contracts, which deposits and prepayments will inure to the benefit of Buyer and are identified on Schedule 1.05 (a) (the "Deposit/Prepayment Value"). For purposes of this Agreement and the Auditor Report, the aggregate Deposit/Prepayment Value shall not exceed $500,000. The Audit Report shall state the sum of the Accounts Receivable Value plus the Inventory Value plus the Deposit/Prepayment Value (the "Audited Value"). The Auditor shall deliver the Auditor Report to Buyer and Seller within thirty (30) business days of the Closing Indebtedness”Date (the "Audit Report Date"). Buyer and Seller shall share equally the cost of the Auditor Report. (b) If Representative Seller disputes any amounts as shown on the Closing StatementAuditor Report, Representative Seller shall deliver to Parent so notify Buyer in writing (a "Notice of Dispute") within thirty ten (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (2010) days after the engagement date of Seller's receipt of the Neutral AccountantAuditor Report, specifying its calculation of the Accounts Receivable Value and the Inventory Value and any other points of disagreement. Upon receipt of a Notice of Dispute, Buyer shall promptly consult with Seller with respect to such alternate calculation and points of disagreement in an effort to resolve such dispute (in connection with such effort to resolve disputes, and in connection with the Auditor's preparation of the Auditor Report, Buyer shall grant to Seller, its agents and the Auditors reasonable access to the books and records of Buyer pertaining to the Inventory and Accounts Receivable). If any such dispute cannot be resolved by Seller and Buyer within five (5) days after Buyer receives a Notice of Dispute from Seller, Seller and Buyer shall immediately appoint the Boston, Massachusetts office of Ernst & Young LLP to act as an arbitrator (the "Accounting Arbitrator") to determine the appropriate calculation of each of the Accounts Receivable Value, the Inventory Value, the Deposit/Prepayment Value, the Audited Value and all other remaining points of disagreement with respect to the Auditor Report (the "Review"). Seller and Buyer understand and agree that, in resolving any dispute with respect to the Auditor Report, the Accounting Arbitrator shall apply GAAP and the standards set forth on Exhibit C. All determinations made by the Accounting Arbitrator shall be final, conclusive and binding. The Neutral Accountant’s determination Accounting Arbitrator shall be based solely on such presentations directed to hold a hearing within ten (10) days of the Parties appointment (i.e.which hearing shall be held in Boston, not on independent reviewMassachusetts) and on the definitions and other terms included herein. The Closing Statement determined to make a determination within five (5) days after such hearing, unless otherwise mutually agreed by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest errorparties. The fees and expenses of the Neutral Accountant Accounting Arbitrator shall be paid borne equally by the Party whose calculation Seller and by Buyer. Each of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) parties shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or bear its own attorneys' and accounting fees and expenses incurred in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and RepresentativeReview. (c) Promptly, but no later than Within five (5) Business Days after business days of the final determination thereof, if later of (x) the Purchase Price Audit Report Date and (excluding any Earn-out Paymentsy) set forth in the Final Closing Statement: case of any dispute of pursuant to Section 1.05(b), the resolution of such dispute: (i) If the Audited Value exceeds $80,300,000 (the Closing Considerationamount of such excess being the "Additional Purchase Price"), Parent then (A) Buyer shall pay such excess Seller by wire transfer of immediately available funds an amount equal to Sellers in the form Additional Purchase Price and (B) Buyer shall pay to Seller the Retention Amount by wire transfer of Parent Shares; or immediately available funds. Under no circumstances shall the Additional Purchase Price exceed $25,000,000. (ii) If the Audited Value is less than the Closing Consideration$80,300,000, then such difference Buyer shall be paid entitled to the Parent in cash out of difference between $80,300,000 and the Escrow AccountAudited Value (the "Downward Adjustment Amount"); provided, however, that under no circumstances shall the Downward Adjustment Amount exceed $25,000,000. If the Downward Adjustment Amount exceeds the sum of the Retained Amount plus the Estimated Payment (such excess being herein referred to as the "Required Additional Payment"), then (A) first, the Retention Amount shall be credited to and retained by Buyer and (B) the Escrow Agent shall pay to Buyer from the existing Accounts Receivable/Inventory Holdback Amount by wire transfer of immediately available funds the Required Additional Payment; provided further that if the Escrow Account is insufficient to pay the Parent such differenceDownward Adjustment Amount exceeds $20,000,000, each Seller shall pay its Pro Rata Share to Buyer by wire transfer of the aggregate deficiency immediately available funds such excess amount in cash. Any payments up to an amount not to exceed $5,000,000. (iii) If a Downward Adjustment Amount has been determined and no Estimated Payment was made pursuant to this Section 2.11 1.04(e), then (A) first, the Retention Amount shall be treated as reduced and credited to Buyer by an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be amount equal to the Downward Adjustment Amount, and (B) to the extent the Downward Adjustment Amount exceeds the Retention Amount (the "Excess Amount"), the Escrow Agent shall pay to Buyer from the Accounts Receivable/Inventory Holdback Amount by wire transfer of immediately available funds the Excess Amount; provided further that if the Downward Adjustment Amount exceeds $20,000,000, Seller shall pay to Buyer by wire transfer of immediately available funds such excess amount up to an amount not to exceed $5,000,000. Any Retention Amount remaining after the reduction thereto pursuant to subclause (A) above shall be paid by Buyer to Seller by wire transfer of immediately available funds. (iv) If the Downward Adjustment Amount is less than the sum of Retention Amount and Estimated Payment (such shortfall being herein referred to as the "Required Refund"), then (A) if the Required Refund is less than or equal to the Estimated Payment then Buyer shall pay to the Escrow Agent for deposit into the Accounts Receivable/Inventory Holdback Amount by wire transfer of immediately available funds an amount equal to the Required Refund or (B) if the Required Refund is greater than the Estimated Payment then Buyer shall (x) pay to the Escrow Agent for deposit into the Accounts Receivable/Inventory Holdback Amount by wire transfer of immediately available funds an amount equal to the Estimated Payment and (y) pay to Seller from the Retention Amount an amount equal to the excess of the excess (Required Refund over the Estimated Payment by wire transfer of immediately available funds. Notwithstanding anything to the contrary contained herein, Buyer agrees that under no circumstance shall Escrow Agent release any of the Escrow Amount to Buyer to satisfy any amounts owed to Buyer in respect of the case of item (i) of Downward Adjustment Amount except as otherwise permitted pursuant to Section 9.04(b). Any payment by Seller, the Escrow Agent or Buyer required by this subsection (c) shall bear interest at the rate equal to the interest being earned on the Accounts Receivable/Inventory Holdback Amount pursuant to the Post Closing Escrow Agreement from the Closing Date until the date of payment. The Additional Purchase Price or the Downward Adjustment Amount, as the case may be (excluding payments attributable to interest)) divided , will be treated by the value parties as an increase or decrease, as the case may be, in the Purchase Price. (d) The allocation for tax purposes of a Consideration Share hereunderthe Purchase Price will be agreed upon by the parties prior to the Closing.

Post-Closing Adjustment. (a) Within ninety seventy-five (9075) days after following the Closing Date, Parent the Buyer shall prepare and deliver to furnish the Seller Representative with a statement (the “Closing Statement”) calculating (i) the Purchase Price (excluding any Earn-out Payments), (ii) the Net Working Capital as of the Effective Time (the “Closing Net Working Capital”), and (iii) the Indebtedness balance sheet of the Company as of the Effective Time Closing Date on a post-Closing basis (the “Closing IndebtednessBalance Sheet”) prepared in accordance with Modified GAAP, which shall set forth the Closing Working Capital of the Company, the Indebtedness for Borrowed Money, the Non-Ordinary Course Liabilities and, as applicable, the Closing Working Capital Deficit or the Closing Working Capital Surplus (collectively, the “Closing Adjustments”). Each Seller shall assist the Buyer in the preparation of the Closing Balance Sheet if reasonably requested by the Buyer. (b) If Representative disputes any amounts as shown on the Closing Statement, The Seller Representative shall deliver to Parent within thirty have a period of fifteen (3015) days after receipt of the Closing Statement Balance Sheet to notify the Buyer of its election to accept or reject the Closing Balance Sheet. In the case of a rejection, such notice (must contain the “Dispute Notice”) setting forth Representative’s calculation of reasons for such amount and describing rejection in reasonable detail and must set forth the basis for amount of the determination of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(crequested adjustment (or a reasonable estimate thereof). If Representative does not deliver a Dispute Notice to Parent within In the event no notice is received by the Buyer during such thirty fifteen (3015) day period, then the Closing Statement prepared Balance Sheet and delivered by Parent any required adjustments resulting therefrom shall be deemed to be accepted by the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Seller Representative has given and the Dispute Notice. If Sellers and final and binding on the Parties resolve such differences, then hereto. In the event that the Seller Representative shall timely reject the Closing Statement agreed to by Balance Sheet, the Parties Buyer and the Seller Representative shall be deemed to be the Final Closing Statement. If Parent promptly (and Representative do not reach a final resolution on the Closing Statement in any event within thirty (30) days after following the date upon which the Seller Representative has given shall reject the Dispute NoticeClosing Balance Sheet), unless Parent attempt to make a joint determination of the Closing Adjustments and Representative mutually agree to continue their efforts to resolve such differences, determination and any required adjustments resulting therefrom shall be final and binding on the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Parties hereto solely for purposes of this Section 1.6. (c) In the event the Seller Representative and the Neutral Accountant Buyer shall be unable to agree upon a joint determination of Closing Adjustments within one hundred twenty (which Parent 120) days from the Closing Date, then within one hundred thirty (130) days from the Closing Date, the Buyer and the Seller Representative agree shall submit the dispute to execute promptly), in the manner provided belowAccounting Firm. The Neutral Accountant Buyer and the Seller Representative shall only decide request that the specific items under dispute by Accounting Firm render its determination prior to the expiration of one hundred sixty (160) days from the Closing Date and such determination and any required adjustments resulting therefrom shall be final and binding on all the Parties (the “Disputed Items”), hereto solely in accordance with the terms for purposes of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest errorSection 1.6. The fees and expenses of the Neutral Accountant Accounting Firm shall be allocated to be paid by the Buyer and/or the Sellers, respectively, based upon the percentage which the portion of the total amount contested and not awarded to such party bears to the total amount contested, as determined by the Accounting Firm. Nothing stated or disclosed in the Closing Balance Sheet or in connection with the determination thereof shall waive or be deemed to waive any inaccuracy or breach of any representation or warranty made by the Company or any Seller or any right to indemnification hereunder and shall be without prejudice to any other right or remedy of the Buyer under this Agreement, at equity or at law. (d) If the Closing Working Capital as finally determined in accordance with the provisions of this Section 1.6 is less than the Estimated Working Capital, then the amount of the difference shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment Sellers to the Buyer, in proportion to their respective First Per Share Post-Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and Representative. (c) PromptlyAmounts, but no later than five (5) Business Days after the final determination thereof, if the Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by wire transfer in immediately available funds within seven (7) days after such determination. If the Parties. For Closing Working Capital as finally determined in accordance with the purposes hereof provisions of this Section 1.6 is more than the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to Estimated Working Capital, then the amount of the excess (in the case of item (i) of this subsection (c)) divided difference shall be paid by the value of a Consideration Buyer to the Sellers as an adjustment to the Purchase Price by wire transfer in immediately available funds in proportion to their respective First Per Share hereunderPost-Closing Amounts within seven (7) days after such determination. (e) If the Indebtedness for Borrowed Money and/or the Non-Ordinary Course Liabilities determined pursuant to this Section 1.6 exceed the Indebtedness for Borrowed Money and/or the Non-Ordinary Course Liabilities, respectively, set forth on the Estimated Closing Balance Sheet, such excess shall be paid as an adjustment to the First Post-Closing Payment by the Sellers to the Buyer by wire transfer in immediately available funds within seven (7) days after such determination. If the Indebtedness for Borrowed Money and/or the Non-Ordinary Course Liabilities determined pursuant to this Section 1.6 are less than the Indebtedness for Borrowed Money and/or the Non-Ordinary Course Liabilities, respectively, set forth on the Estimated Closing Balance Sheet, such deficit shall be paid as an adjustment to the First Post-Closing Payment by the Buyer to the Sellers, in proportion to their respective First Per Share Post-Closing Amounts, by wire transfer in immediately available funds within seven (7) days after such determination. The adjustments described in Sections 1.6(d) and (e) shall be referred to collectively as the “Post-Closing Adjustment”. If either Party does not so pay to the other Party by the due date, such amounts shall be deemed Damages under Article IX hereof which shall be paid in full without regard to the limitations set forth in Sections 9.4 and 9.5 hereof.

Post-Closing Adjustment. (a) Within ninety (90) days As soon as practicable and in any event prior to the 30th day after the Closing Date, Parent shall prepare Seller will cause to be prepared in writing and deliver delivered to Representative Buyer, a statement setting forth Seller’s calculation of the Final Inventory Amount, certified by a proper officer of Seller to be true and correct, based on a physical inspection and count of all of the consumables, inventories and spare parts designated for the Vessels, whether onboard or ashore (the “Closing StatementInventory”) calculating (i) the Purchase Price (excluding any Earn-out Payments), (ii) the Net Working Capital as . Seller shall provide to Buyer invoices or other documentation in reasonable detail to support its calculation of the Effective Time (the “Closing Net Working Capital”)Final Inventory Amount. Buyer will permit representatives of Seller to have full access at all reasonable times, and (iii) in a manner so as not to interfere with the Indebtedness normal business operations of Buyer, to all Vessels, premises, properties, personnel, books, records and documents related to Seller’s preparation of its statement setting forth Seller’s calculation of the Company Final Inventory Amount, and will furnish copies of all such books, records and documents as of the Effective Time (the “Closing Indebtedness”)Seller may reasonably request. (b) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Parent within thirty (30) days after receipt The statement of the Closing Statement a notice (Final Inventory Amount will be final and binding on Buyer and Seller unless, within 30 days following the “Dispute Notice”) delivery of the statement setting forth RepresentativeSeller’s calculation of the Final Inventory Amount, Buyer notifies Seller in writing that Buyer does not accept as correct the Final Inventory Amount set forth on such amount and describing statement. Any objection made by Buyer shall be accompanied by materials showing in reasonable detail the basis Buyer’s support for the determination of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the its determination of the Final Closing Statement; or (ii) Inventory Amount. If Buyer timely delivers an objection notice respecting the Final Inventory Amount, Buyer and Seller shall meet promptly to resolve any differences in their respective calculations of the Final Inventory Amount. Each Party may revise its calculations of the Final Inventory Amount by providing such differences by making an adjustment Final Inventory Amount in writing to the Closing Statement that is outside other Party prior to submitting such matter to arbitration under Section 1.4(c). If the parties are unable to agree upon the same dollar value of the range defined by amounts as finally proposed by Parent and RepresentativeFinal Inventory Amount within 15 days following Seller’s receipt of Buyer’s objection notice, Buyer or Seller may submit the matter to be resolved through the procedure described below in Section 1.4(c). (c) PromptlyAfter 15 days following Seller’s receipt of Buyer’s objection pursuant to Section 1.4(b), but Buyer or Seller may refer a controversy or claim concerning the Final Inventory Amount to the CPA Firm. The CPA Firm shall be required to adopt the Final Inventory Amount submitted to the CPA Firm by either Buyer or Seller (and such Final Inventory Amount submitted by Buyer and Seller must be the same as those each Party furnished to the other before the controversy was submitted to resolution under this Section 1.4(c)) within 30 days following receipt of Buyer’s or Seller’s referral (and the CPA Firm shall have no later than five (5) Business Days power whatsoever to reach any other result), and, subject to the foregoing restriction, the CPA Firm shall adopt the resolution that in its judgment is the more fair, equitable and in conformity with this Agreement. If at any time the parties resolve their dispute after referral to the final determination thereofCPA Firm, then notwithstanding the preceding provisions of this Section 1.4(c), the CPA Firm’s involvement promptly shall be discontinued and the Final Inventory Amount shall be revised, if the Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: (i) exceeds the Closing Considerationnecessary, Parent shall pay to reflect such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference resolution and thereupon shall be paid to the Parent in cash out final and binding on Seller and Buyer. The losing Party shall bear all costs and expenses of the Escrow AccountCPA Firm incurred in resolving the dispute; provided, however, that if the Escrow Account amount is insufficient to pay determined by agreement of the Parent such differenceparties following the designation of the CPA Firm, the parties each Seller shall pay its Pro Rata Share one-half of any costs and expenses of the aggregate deficiency amount in cashCPA Firm already designated. Any payments made pursuant to this Section 2.11 The determination and decision of the CPA Firm shall be treated as an adjustment to final and nonappealable and shall be valid and binding upon Buyer and Seller and their successors and assigns and may be enforced in any court of competent jurisdiction. (d) To the extent that the Final Inventory Amount differs from the Initial Inventory Amount, the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be adjusted, upward or downward, on a dollar-for-dollar basis, to reflect such difference. If the Final Inventory Amount is greater than the Initial Inventory Amount, the Buyer will deliver to Seller, within 5 days of the Final Inventory Amount becoming final hereunder, an amount equal to the amount Final Inventory Amount less the Initial Inventory Amount. If the Initial Inventory Amount is greater than the Final Inventory Amount, Seller will refund to the Buyer, within 5 days of the excess (in Final Inventory Amount becoming final, an amount equal to the case of item (i) of this subsection (c)) divided by Initial Inventory Amount less the value of a Consideration Share hereunder.Final Inventory Amount

Post-Closing Adjustment. (a) Within ninety (90) As soon as practicable, but in no event later than 90 days after following the Closing Date, Parent the Seller Parties shall prepare and deliver to Representative the Company a statement (the “of Closing Statement”) calculating (i) the Purchase Price (excluding Date Value, which statement shall be audited and certified by Deloitte & Touche LLP. Such statement shall exclude any Earnadjustments related to fresh-out Payments), (ii) the Net Working Capital as start accounting relating to Advantica's bankruptcy. The costs and expenses of the Effective Time (the “Closing Net Working Capital”), and (iii) the Indebtedness of such audit shall be borne equally between the Company as and the Seller Parties. The statement of Closing Date Value shall be set forth in reasonable detail to permit the Effective Time (the “Closing Indebtedness”)calculations required by this Section 2.3. (b) If Representative disputes any amounts as shown on During the Closing Statement, Representative shall deliver to Parent within thirty (30) days after receipt preparation of the statement of Closing Statement a notice (Date Value as provided in Section 2.3(a) and the “Dispute Notice”) setting forth Representative’s calculation of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner any review or dispute as provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination 2.3, each of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment Seller Parties, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access to the Closing Statement that is outside books and records of the range defined by amounts as finally proposed by Parent and RepresentativeCompany Group used in the preparation of such statement, including the provision on a timely basis of all necessary or useful information. (c) PromptlyAfter receipt of the statement of Closing Date Value from Seller Parties, but Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no later less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the final determination thereof, if end of the Purchase Price (excluding Resolution Period and any Earn-out Payments) set forth in additional amounts owing to such party with respect to the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference Unresolved Changes shall be paid to within five (5) Business Days after resolution thereof by the Parent CPA Firm, or (2) in cash out all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Escrow Account; provided, however, that if Unresolved Changes by the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. CPA Firm. (f) Any payments made pursuant to this Section 2.11 2.3 shall be treated as an adjustment accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount of the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunderfor all Tax purposes.

Post-Closing Adjustment. (a) Within ninety No later than sixty (9060) days after following the Closing Date, Parent Purchaser shall prepare cause to be prepared and deliver delivered to Representative Seller a statement (the “Closing Statement”) calculating consisting of (i) an unaudited consolidated balance sheet of the Purchase Price Target Entities other than FIC as of the close of business on the Closing Date (excluding any Earn-out Paymentsthe “Closing Admin/Obligor Balance Sheet”), (ii) an unaudited consolidated balance sheet of the Net Working Capital Affiliated Reinsurance Entities as of the Effective Time close of business on the Closing Date (the “Closing Net Working CapitalAffiliated Reinsurance Entity Balance Sheet”), and (iii) the Indebtedness an unaudited balance sheet of the Company FIC as of the Effective Time close of business on the Closing Date (the “Closing FIC Balance Sheet”), (iv) a calculation in reasonable detail of Closing Working Capital and aggregate Indebtedness of the Target Entities other than FIC (“Closing Indebtedness”)) derived from the Closing Admin/Obligor Balance Sheet, (v) a calculation in reasonable detail of Closing Date Legacy Reserves and Affiliated Entity Reinsurance Company Cash derived from the Closing Affiliated Reinsurance Entity Balance Sheet, (vi) a calculation in reasonable detail of FIC Equity derived from the Closing FIC Balance Sheet, (vii) the final amount of Transaction Expenses and (viii) calculations in reasonable detail of the Purchase Price Adjustment and Commutation Payment Adjustment based on the foregoing. The Closing Statement shall be prepared in accordance with the Applicable Accounting Principles. (b) If Representative disputes any amounts as shown The Closing Statement shall become final, binding and conclusive upon Seller and Purchaser on the thirtieth (30th) day following Seller’s receipt of the Closing Statement, Representative unless prior to such thirtieth (30th) day Seller delivers to Purchaser a written notice (a “Notice of Disagreement”) stating that Seller believes the Closing Statement contains mathematical errors or was not prepared in accordance with the Applicable Accounting Principles and specifying in reasonable detail each item that Seller disputes (each, a “Disputed Item”), the amount in dispute for each such Disputed Item and the reasons supporting Seller’s positions. Seller shall not challenge the Closing Statement on any other basis, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement delivered pursuant to Section 2.3(a). (c) During the thirty (30) -day period following the delivery of a Notice of Disagreement (such period of time, the “Resolution Period”), Seller and Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. During the Resolution Period, Purchaser and its auditors shall have access to all of the working papers of Seller prepared in connection with the Notice of Disagreement, and Seller and his auditor shall have access to all working papers of Purchaser prepared in connection with the Closing Statement. In the event that Seller and Purchaser are unable to agree on any item or items shown or reflected in the Notice of Disagreement within the Resolution Period, each of Seller and Purchaser shall prepare separate written reports of such unresolved item or items specified in the Notice of Disagreement and deliver such reports, along with copies of the Notice of Disagreement and the Closing Statement marked to Parent indicate those line items that remain in dispute, to the Independent Accountant within fifteen (15) days after the expiration of the Resolution Period. The failure of either such party to timely deliver its initial written statement or response to such other party’s initial written statement shall constitute a waiver of such party’s right to submit the same, and the Independent Accountant shall rule in favor of the other party in all issues. The parties hereto shall use their respective reasonable best efforts to cause the Independent Accountant to, as soon as practicable and in any event within thirty (30) days after receipt of receiving such written reports, determine whether and to what extent (if any) the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject requires adjustment with respect to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and Representative. (c) Promptly, but no later than five (5) Business Days after the final determination thereof, if the Purchase Price (excluding any Earn-out Payments) items set forth in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent in cash out of the Escrow Accounttherein; provided, however, that the dollar amount of each item in dispute shall be determined within the range of dollar amounts proposed by Seller in the Notice of Disagreement, on the one hand, and Purchaser in the Closing Statement, on the other hand. The parties hereto acknowledge and agree that (i) the review by and determinations of the Independent Accountant shall be limited to, and only to, the unresolved item or items contained in the reports prepared and submitted to the Independent Accountant by Seller and Purchaser and (ii) the determinations by the Independent Accountant shall be based solely on (A) such reports submitted by Seller and Purchaser and the basis for Seller’s and Purchaser’s respective positions and (B) this Section 2.3 and the Applicable Accounting Principles. Seller and Purchaser agree to enter into an engagement letter with the Independent Accountant containing customary terms and conditions for this type of engagement. The parties hereto shall use their reasonable best efforts to cooperate with each other and to cooperate with and provide information and documentation, including work papers, to assist the Independent Accountant. Any such information or documentation provided by any party hereto to the Independent Accountant shall be concurrently delivered to the other parties hereto, subject, in the case of any work papers of such party’s accountants or auditors, to such other parties hereto entering into a customary release agreement with respect thereto. None of the parties hereto shall disclose to the Independent Accountant, and the Independent Accountant shall not consider for any purposes, any settlement discussions or settlement offers made by any of the parties hereto with respect to any objection under this Section 2.3(c). The determinations by the Independent Accountant solely as to the amount of Disputed Items shall be in writing and shall be final, binding and conclusive for all purposes of determining the Purchase Price Adjustment and the Commutation Payment Adjustment and shall have the same effect for all purposes as if such determinations had been embodied in a final judgment, entered by a court of competent jurisdiction, and either party hereto may petition the New York courts to reduce such decision to judgment. The fees, costs and expenses of retaining the Independent Accountant shall be borne 50% by Seller and 50% by ▇▇▇▇▇▇▇▇▇. (▇) Each party shall use its reasonable best efforts to provide promptly to the other party all information and reasonable access to employees as such other party shall reasonably request in connection with review of the Estimated Closing Statement, the Closing Statement or the Notice of Disagreement, as the case may be, including all work papers of the accountants who audited, compiled or reviewed such statements or notices (subject to Purchaser and its representatives entering into any undertakings required by Seller’s accountants in connection herewith), and shall otherwise cooperate in good faith with such other party to arrive at a final determination of the Closing Statement. (e) Within two (2) Business Days after the Closing Statement is finalized pursuant to sub-sections (c) and (d) of this Section 2.3: (i) if the Escrow Account Purchase Price Adjustment is insufficient to pay the Parent such differencea positive amount, each Seller shall pay its Pro Rata Share Purchaser an aggregate amount equal to the Purchase Price Adjustment, by wire transfer of immediately available funds to an account or accounts previously designated in writing by Purchaser; or (ii) if the Purchase Price Adjustment is a negative amount, Purchaser shall pay Seller an aggregate deficiency amount equal to the Purchase Price Adjustment, by wire transfer of immediately available funds to an account or accounts previously designated in cashwriting by Seller. Any payments payment made pursuant to this Section 2.11 2.3(e) shall be treated for all applicable Tax purposes as an adjustment to the Purchase Price unless otherwise required by applicable Law. (f) Within two (2) Business Days after the Parties. For Closing Statement is finalized pursuant to sub-sections (c) and (d) of this Section 2.3: (i) if the purposes hereof Commutation Payment Adjustment is a positive amount, FIC shall pay the number of Parent Shares to be issued or any decrease in the issuance thereof will be Affiliated Reinsurance Entities an aggregate amount equal to the Commutation Payment Adjustment, by wire transfer of immediately available funds to an account or accounts previously designated in writing by Seller; or (ii) if the Commutation Payment Adjustment is a negative amount, the Affiliated Reinsurance Entities shall pay FIC an aggregate amount equal to the Commutation Payment Adjustment, by wire transfer of immediately available funds to an account or accounts previously designated in writing by Purchaser. (iii) Payments due to or from the excess Affiliated Reinsurance Entities pursuant to this Section 2.3(f) shall be made in accordance with the Reinsurance Allocation Schedule; provided that all Affiliated Reinsurance Entities and Seller shall be jointly and severally liable for any payment owed to FIC pursuant to clause (in the case of item (i) of this subsection (cii)) divided by the value of a Consideration Share hereunder.

Post-Closing Adjustment. (ai) Within ninety (90) days after the Closing Date, Parent Purchaser shall prepare and deliver to Representative Peanuts Seller within ninety (90) calendar days following the Closing Date a statement setting forth its calculation of the Closing Working Capital, which statement shall contain a balance sheet of the Peanuts Business as of the Closing Date (without giving effect to the transactions contemplated herein) and a calculation of the Closing Working Capital (the “Closing Date Statement”) calculating (i) ). The Closing Date Statement shall be prepared using the Purchase Price (excluding any Earn-out Payments)same accounting methods, practices, principles, policies, procedures, classifications, judgments and valuation and estimation methodologies that were used to calculate the Estimated Working Capital and calculated in the manner set forth in the template attached hereto as Exhibit J. (ii) the Net Working Capital as of the Effective Time If Peanuts Seller does not notify Purchaser in writing within forty-five (the “Closing Net Working Capital”), and (iii45) the Indebtedness of the Company as of the Effective Time (the “Closing Indebtedness”). (b) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Parent within thirty (30) calendar days after Peanuts Seller’s receipt of the Closing Date Statement a notice that it disputes any of the information or calculations provided to Peanuts Seller in the Closing Date Statement, the Closing Date Statement shall be final and conclusive. If Peanuts Seller disagrees with any of the information or calculations provided by Purchaser in the Closing Date Statement, Peanuts Seller may, within forty-five (the “Dispute Notice”45) setting forth Representative’s calculation calendar days after delivery of such amount statement to it, deliver a written notice to Purchaser stating the existence and describing in reasonable detail the basis for the determination nature of such different amountdisagreement. Any such notice of disagreement shall specify those items or amounts not subject as to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c)which Peanuts Seller disagrees. If Representative does not deliver a Dispute Notice such notice of disagreement is delivered, the parties shall use their reasonable best efforts to Parent reach agreement on the disputed items or amounts within ten (10) Business Days after Purchaser’s receipt of such notice. If the parties are unable to reach agreement on the disputed items within such thirty (30) day period, then the Closing Statement prepared and delivered by Parent shall issues in dispute will be deemed submitted to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period mutually agreed firm of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties nationally recognized independent certified public accountants (the “Disputed ItemsAccountants”) for review and resolution, with instructions to complete the review as promptly as practicable. Each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its Affiliates (or its independent public accountants), solely and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants. The parties shall instruct the Accountants that their determination shall not result in a Closing Adjustment in an amount higher than the Closing Adjustment proposed by Peanuts Seller or an amount lower than the Closing Adjustment proposed by Purchaser. The resolution of the Accountants in accordance with the terms provisions of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant Section 3.2 shall be conclusive and binding upon on the Parties, absent Fraud or manifest errorparties. The Peanuts Seller and Purchaser shall each pay one-half of the fees and expenses of the Neutral Accountant shall be paid charged by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and RepresentativeAccountants. (ciii) PromptlyIf there is a Working Capital Deficiency (as determined pursuant to Section 3.2(b)(ii)), but no later than on a net basis after taking into account the Closing Working Capital determined under the Strawberry Shortcake Transaction Agreement, Peanuts Seller shall pay to Purchaser, by wire transfer of immediately available funds to an account designated by Purchaser, the amount of such Working Capital Deficiency within five (5) Business Days after the final determination thereof, if the Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: (i) exceeds of the Closing ConsiderationWorking Capital made in accordance with Section 3.2(b)(ii). If there is a Working Capital Excess (as determined pursuant to Section 3.2(b)(ii)), Parent on a net basis after taking into account the Closing Working Capital determined under the Strawberry Shortcake Transaction Agreement, Purchaser shall pay such excess amount to Sellers in the form Peanuts Seller by wire transfer of Parent Shares; or (ii) is less than the Closing Considerationimmediately available funds to an account designated by Peanuts Seller, then such difference shall be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount of such Working Capital Excess within five (5) Business Days after the excess (final determination of the Closing Working Capital made in the case of item (i) of this subsection (caccordance with Section 3.2(b)(ii)) divided by the value of a Consideration Share hereunder.

Post-Closing Adjustment. (a) Within ninety sixty (9060) days after following the Closing Date, Parent the Cedant shall prepare and deliver to Representative the Reinsurer a statement (the “Closing Reconciliation Statement”) calculating prepared in good faith by the Cedant in the same form as the Estimated Settlement Statement setting forth the Cedant’s good faith calculation of (i) the Purchase Price actual amount of the Initial Premium (excluding any Earn-out Payments)such amount, the “Actual Initial Premium”) and (ii) the Net Working Capital actual Ceding Commission calculated using the actual Hedge Adjustment Amount as of the Effective Time Closing Date (the “Closing Net Working Capital”), and (iii) the Indebtedness of the Company as of the Effective Time (the “Closing IndebtednessActual Ceding Commission”). (b) Following receipt of the Reconciliation Statement, the Reinsurer shall have sixty (60) days (the “Review Period”) to review such Reconciliation Statement. In connection with the review of the Reconciliation Statement, the Cedant shall provide, and shall cause its Affiliates to provide, the Reinsurer and its Representatives, upon the request of the Reinsurer, reasonable access to the Cedant Books and Records and all work papers and supporting detail prepared by the Cedant and its Representatives and advisors in connection with the preparation of the Reconciliation Statement and make reasonably available to the Reinsurer and its Representatives personnel of the Cedant and its Affiliates that have been involved in the preparation of the Reconciliation Statement. If Representative disputes the Reinsurer has accepted the Reconciliation Statement in writing or has not given written notice to the Cedant setting forth any amounts as shown objection to the Reconciliation Statement (a “Reconciliation Statement Objection”) prior to the expiration of the Review Period, then the Reconciliation Statement shall be final and binding upon the parties. The Reinsurer may only object to a Reconciliation Statement on the Closing Statementbasis of (i) mathematical error, Representative (ii) the Actual Initial Premium not being determined in accordance with the terms hereof, including the definition of “Initial Premium” or (iii) the Actual Ceding Commission not being determined in accordance with the terms hereof, including the definitions of “Ceding Commission” and “Hedge Adjustment Amount” (collectively, the “Agreed Bases”). If the Reinsurer delivers a Reconciliation Statement Objection to the Reconciliation Statement prior to the expiration of the Review Period, then the parties shall deliver attempt to Parent amicably resolve any such objection within thirty (30) days after following receipt by the Cedant of the Closing Reconciliation Statement a notice Objection. (c) If any such objections are resolved in writing by the “Dispute Notice”parties, then such resolutions shall be final and binding upon the parties and shall be incorporated into the Reconciliation Statement. If any such objections are not resolved in writing within thirty (30) setting forth Representative’s calculation days following receipt by the Reinsurer of the Reconciliation Statement, then the parties shall submit any such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject objections which remain unresolved to the Dispute Notice Independent Accountant. (d) Within ten (10) Business Days of the appointment of the Independent Accountant, the Cedant shall be paid promptly provide the Independent Accountant with a copy of the Reconciliation Statement (as modified by any adjustments agreed to in writing by the parties pursuant to Section 2.11(c3.05(c)), and the Reinsurer and the Cedant shall each prepare and deliver to the Independent Accountant a written report of such line item or items remaining in dispute, which report shall set forth the specific dollar amount proposed by such party for each such item or items and a detailed explanation of the basis and rationale for such party’s positions. (e) The Independent Accountant shall thereafter finally determine the manner in which such disputed item or items shall be treated in the Reconciliation Statement and issue a written award including a reasonably detailed accounting of any required change to the Reconciliation Statement. If Representative does In making its determination, the Independent Accountant shall (i) consider only those items that are (A) identified in the Reconciliation Statement Objection as in dispute and (B) were not deliver resolved in writing by the Reinsurer and the Cedant, (ii) base its determination solely on such reports submitted by the Reinsurer and the Cedant and the Agreed Bases and not on the basis of an independent review, (iii) not assign a Dispute Notice value to Parent any item greater than the greatest value for such item claimed by either the Reinsurer in the Reconciliation Statement Objection or the Cedant in the Reconciliation Statement, or less than the smallest value for such item claimed by either the Reinsurer in the Reconciliation Statement Objection or the Cedant in the Reconciliation Statement, as applicable, and (iv) barring exceptional circumstances, make its determination within thirty (30) days of its appointment; provided that the failure of the Independent Accountant to make its determination in such thirty (30) day period, then period shall not be grounds to defend against or object to the Closing Statement prepared enforcement of such determination. (f) Each of the Reinsurer and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually Cedant agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an enter into a customary engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance letter with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Independent Accountant. The Neutral Accountant’s determination Reinsurer and the Cedant shall be based solely on such presentations reasonably cooperate with the Independent Accountant and shall provide, upon the request of the Parties (i.e.Independent Accountant, not on independent review) any non-privileged information and documentation, including any actuaries’ or accountants’ work papers or internal reserving papers, files and models, and make reasonably available to the Independent Accountant personnel of the Cedant and its Affiliates, on the definitions one hand, and the Reinsurer and its Affiliates, on the other terms included hereinhand, in each case that have been involved in the preparation of the Reconciliation Statement; provided, however, that the independent actuaries or accountants of the Reinsurer or the Cedant shall not be obligated to make any working papers available to the Independent Accountant unless and until the Independent Accountant has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent actuaries or accountants, as applicable. The Closing Statement determined Any such information and documentation provided by the Neutral Reinsurer or the Cedant to the Independent Accountant shall concurrently be deemed provided to the other party to the extent not already so provided; provided, however, that the independent actuaries or accountants of the Reinsurer or the Cedant shall not be obligated to make any working papers available to the Final Closing Statementother party unless and until the other party has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent actuaries or accountants, as applicable. Such Neither party shall disclose to the Independent Accountant, and the Independent Accountant shall not consider for any purpose, any settlement discussions or settlement offer made by either party with respect to any objection under this Section 3.05 unless otherwise agreed in writing by both parties. (g) The determination by the Neutral Independent Accountant of the Actual Initial Premium and the Actual Ceding Commission shall be conclusive final and binding upon the Partiesparties; provided, absent Fraud however, that within three (3) Business Days after the transmittal of the Independent Accountant’s award, either party may request in writing to the Independent Accountant, with a copy thereof provided to the other party in accordance with Section 18.02, with such request solely limited to the Independent Accountant correcting any clerical, typographical or manifest errorarithmetic errors in such award. The fees and expenses of other party shall have three (3) Business Days to respond to the Neutral Independent Accountant in writing to such request, with a copy thereof provided to the other party in accordance with Section 18.02. The Independent Accountant shall be paid by the Party whose calculation dispose of the Closing Net Working Capital is farther such request, if no response was received during such three (3) Business Day period from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and Representative. (c) Promptlyother party, but no later than within five (5) Business Days after the final determination thereofreceiving such request or, if such a response was received during such period, within three (3) Business Days of its receipt of such a response. The determinations by the Purchase Price Independent Accountant shall be an expert determination under Michigan Law governing expert determination and appraisal proceedings. Either party hereto may petition any court identified in Section 18.08 to reduce such decision to judgment. One-half of all fees, costs and expenses of retaining the Independent Accountant shall be borne by the Reinsurer and one-half of such fees, costs and expenses of retaining the Independent Accountant shall be borne by the Cedant. For the avoidance of doubt, the Independent Accountant shall act as an expert, not as an arbitrator, and neither the determination of the Independent Accountant, nor this agreement to submit to the determination of the Independent Accountant, shall be subject to or governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., or any state arbitration Law or regime. (excluding any Earn-out Paymentsh) set forth in the Final Closing Statement: The “Initial Premium Adjustment” shall be an amount equal to (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (iiA) is less than the Closing Consideration, then such difference shall be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount of the excess Actual Initial Premium, as finalized pursuant to the procedures set forth in this Section 3.05, minus (B) the Estimated Initial Premium, minus (ii) (A) the Actual Ceding Commission, as finalized pursuant to the procedures set forth in this Section 3.05, minus (B) the Estimated Ceding Commission. If the Initial Premium Adjustment is positive, then the Cedant shall deposit into the Funds Withheld Account an amount of cash equal to the Initial Premium Adjustment within five (5) Business Days following the final determination of the Actual Initial Premium in accordance with the procedures set forth in this Section 3.05, together with an amount of interest on the Initial Premium Adjustment calculated at the Interest Rate for the period from the Closing Date to, but not including, the date of payment. If the Initial Premium Adjustment is negative, then the Cedant shall be permitted to withdraw from the Funds Withheld Account an amount of cash or, if sufficient cash is not available in the case of item (i) of this subsection (c)) divided by Funds Withheld Account, assets with a Fair Market Value equal to the absolute value of a Consideration Share hereunderthe Initial Premium Adjustment within five (5) Business Days following the final determination of the Actual Initial Premium in accordance with the procedures set forth in this Section 3.05, together with an amount of interest on the absolute value of the Initial Premium Adjustment calculated at the Interest Rate for the period from the Closing Date to, but not including, the date of payment.

Post-Closing Adjustment. (a) Within ninety sixty (9060) days after following the Closing Date, Parent Viamet shall prepare and deliver to Representative SpinCo a statement preliminary calculation of the Cash Amount (the “Closing StatementPreliminary Cash Amount”). On the thirtieth (30th) day following the delivery of the calculation of the Preliminary Cash Amount to SpinCo (the “Objection Deadline Date”), the Preliminary Cash Amount shall be deemed to be the final Cash Amount (and shall, for purposes of this Agreement, be deemed to be final and binding on the Parties) unless, prior to the Objection Deadline Date, SpinCo shall have delivered to Viamet a notice (the “Objection Notice”) calculating describing in reasonable detail its objections to the Preliminary Cash Amount calculation (including reasonable detail regarding the item or items in dispute, a statement of the amount of each adjustment that SpinCo believes should be made to the Preliminary Cash Amount calculation and copies of any books and records supporting such statement). Any items in the Preliminary Cash Amount calculation that are not objected to in the Objection Notice shall be deemed to be final and binding on the Parties. The objections described in any Objection Notice timely delivered pursuant to this Section 2.11(a) shall be resolved as follows: (i) the Purchase Price (excluding Viamet and SpinCo shall each cooperate in good faith to resolve any Earn-out Payments), (ii) the Net Working Capital as of the Effective Time (the “Closing Net Working Capital”), such objections and (iii) the Indebtedness of the Company as of the Effective Time (the “Closing Indebtedness”). (b) any such resolution shall be final and binding on all Parties. If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Parent Viamet and SpinCo do not resolve all such objections within thirty (30) days after Viamet’s receipt of the Closing Statement a notice Objection Notice (the “Dispute NoticeObjection Date”), then either Viamet or SpinCo may, within ten (10) setting forth Representative’s calculation of such amount and describing in reasonable detail business days after the basis for Objection Date, submit the determination of such different amount. Any amounts not subject Unresolved Objections to the Dispute Notice Neutral Accountant. Viamet and SpinCo shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day perioddirect the Neutral Accountant to, then the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given following such submission, resolve the Dispute Notice, unless Parent Unresolved Objections and Representative mutually agree such resolution shall be final and binding on all Parties. If neither Viamet nor SpinCo submits such Unresolved Objections to continue their efforts to resolve such differences, the Neutral Accountant within ten (10) days after the Objection Date, the Preliminary Cash Amount calculation prepared by Viamet shall resolve such differencesbe the final Cash Amount and shall, pursuant for purposes of this Agreement, be deemed to an engagement agreement among Parent, Representative be final and binding on the Parties. (ii) Each of Viamet and SpinCo shall submit to the Neutral Accountant (which Parent and Representative agree with a copy delivered to execute promptlythe other on the same day), in within ten (10) days after the manner provided below. The Neutral Accountant shall only decide date of the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms engagement of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of Viamet and SpinCo may (but shall not be required to) submit to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree with a copy delivered to the other on such procedures, pursuant to procedures determined by the Neutral Accountantsame day), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the date of the engagement of the Neutral Accountant, a memorandum responding to the initial memorandum submitted to the Neutral Accountant by the other Party. Unless requested by the Neutral Accountant in writing, no Party may present any additional information or arguments to the Neutral Accountant, either orally or in writing. (iii) Within thirty (30) days after the date of its engagement hereunder, the Neutral Accountant shall issue a written memorandum which shall include a revised calculation of the Cash Amount, comprised of the Preliminary Cash Amount calculation as adjusted (A) pursuant to any resolutions to objections agreed upon by Viamet and SpinCo and (B) pursuant to the Neutral Accountant’s resolution of the Unresolved Objections (provided that the Neutral Accountant’s resolution of each Unresolved Objection shall consist of the determination of an appropriate value for each item that is the subject of an Unresolved Objection, which value shall be equal to one of, or between, the values proposed by Viamet in the Preliminary Cash Amount calculation and by SpinCo in its Objection Notice). The Neutral Accountant shall review only those matters specified in the Unresolved Objections and shall make no changes to the Preliminary Cash Amount calculation except as are required to resolve the Unresolved Objections. The Cash Amount calculation provided by the Neutral Accountant pursuant to this Section 2.11(a)(iii) shall be deemed to be the final Cash Amount and shall, for purposes of this Agreement, be deemed to be final and binding on the Parties hereto. (iv) The final Cash Amount, as determined in accordance with this Section 2.11(a), including the resolution by the Neutral Accountant of any Unresolved Objections, shall, for purposes of this Agreement, be final and binding upon the Parties. The Parties agree that the procedure set forth in this Section 2.11(a) for resolving disputes with respect to the Preliminary Cash Amount calculation shall (notwithstanding anything to the contrary contained in this Agreement) be the sole and exclusive method for resolving any such disputes. The Neutral Accountant’s determination shall may be based solely enforced in any court of competent jurisdiction, but, absent manifest error on such presentations the part of the Parties (i.e.Neutral Accountant, the substance of the Neutral Accountant’s determination shall not on independent review) and on the definitions and other terms included hereinbe subject to review through Section 8.2 or otherwise. The Closing Statement determined by In performing its duties specified in this Section 2.11, the Neutral Accountant shall be deemed act as an expert and not an arbitrator. (v) The costs and fees related to be the Final Closing Statement. Such such determination by the Neutral Accountant, including the costs relating to any negotiations with the Neutral Accountant shall with respect to the terms and conditions of such Neutral Accountant’s engagement, will be conclusive paid by Viamet and binding SpinCo on an inversely proportional basis, based upon the Partiesrelative portions of the amounts in dispute that have been submitted to the Neutral Accountant for resolution that ultimately are awarded to each of Viamet and SpinCo (e.g., absent Fraud or manifest error. The if $100,000 is in dispute, and of that amount the Neutral Accountant awards $75,000 to Viamet and $25,000 to SpinCo, then Viamet will be responsible for 25%, and SpinCo will be responsible for 75%, of the costs and fees and expenses of the Neutral Accountant Accountant). (b) If the Estimated Cash Amount exceeds the final Cash Amount, SpinCo shall pay to Viamet the amount of such excess. If the final Closing Balance exceeds the Estimated Cash Amount, Viamet shall pay to SpinCo the amount of such excess. (c) Any amounts due to be paid by one or more Parties pursuant to Section 2.11(b) shall be paid by the relevant Party whose or Parties by wire transfer of immediately available funds to an account specified in writing by the receiving party, on or prior to the fifth (5th) business day following the date on which the calculation of the Closing Net Working Capital is farther from Cash Amount becomes final and binding. (d) Following Viamet’s delivery of the Neutral Accountant’s Preliminary Cash Amount to SpinCo until the final resolution of all disputes relating to the Preliminary Cash Amount and the Cash Amount, each of Viamet and SpinCo shall afford to the other party and its Representatives, reasonable access, upon reasonable notice during normal business hours, to the personnel, properties, books and records of such first party and its Affiliates to the extent relevant to the preparation or evaluation of the calculation thereof. Nothing in this Section 2.11(b) of the Preliminary Cash Amount or the final Cash Amount; provided that such access shall be construed to authorize or permit the Neutral Accountant to: not (i) determine unreasonably disrupt the normal operations of such first party or any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; its Affiliates or (ii) resolve include any such differences by making an adjustment access to (x) any books and records that are subject to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and Representative. (c) Promptlyattorney-client, but no later than five (5) Business Days after the final determination thereof, if the Purchase Price (excluding any Earnwork-out Payments) set forth in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; product or other privilege or (iiy) is less than the Closing Consideration, then any working papers of any independent accountants unless and until customary confidentiality and hold harmless agreements relating to such difference shall be paid access to working papers in form and substance reasonably acceptable to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent disclosing party and such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount of the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunderindependent accountants have been executed and delivered.

Post-Closing Adjustment. (ai) Within As promptly as reasonably practicable, but in no event later than ninety (90) calendar days after following the Closing Date, Parent the Buyer shall prepare cause to be prepared and deliver delivered to Representative Seller a statement (the “Buyer Closing Statement”) calculating (i) setting forth in reasonable detail the Purchase Price (excluding any Earn-out Payments), (ii) the Net Working Capital as Buyer’s good faith calculation of the Effective Time Adjustment Amount (the “including its good faith calculation of Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Unpaid Transaction Expenses), together with reasonable supporting documentation of such calculations. In the event the Buyer does not deliver to the Buyer Closing Statement in accordance with this Section 2.03, the calculations of Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Unpaid Transaction Expenses set forth in the Estimated Closing Statement shall be deemed final and binding for all purposes under this Agreement, and the Adjustment Amount (as finally determined in accordance with this Section 2.03) shall be deemed to equal zero. (ii) During the sixty (60) day period commencing upon receipt by Seller of the Buyer Closing Statement (the “Review Period”), Buyer shall provide Seller and any accountants or advisors retained by Seller with reasonable access to the books and records of the Transferred Entities for the purposes of (A) enabling Seller and its accountants and advisors to calculate, and to review Buyer’s calculation of, the Adjustment Amount as reflected in the Buyer Closing Statement and (B) identifying any dispute related to the calculation of the Adjustment Amount set forth in the Buyer Closing Statement. (iii) If Seller disputes the Indebtedness Adjustment Amount set forth in the Buyer Closing Statement, then Seller shall deliver a written notice (an “Adjustment Dispute Notice”) to the Buyer prior to the expiration of the Company as Review Period. The Adjustment Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation and Seller’s determination of the Effective Time Adjustment Amount (the “including its proposed calculations of Closing Net Working Capital, Closing Indebtedness”, Closing Cash and Closing Unpaid Transaction Expenses and supporting documentation of such calculations). (biv) If Representative disputes any amounts as shown Seller does not deliver an Adjustment Dispute Notice to the Buyer prior to the expiration of the Review Period, the Adjustment Amount set forth in the Buyer Closing Statement shall be deemed final and binding on the Closing Statement, Representative shall deliver Buyer and Seller as the Adjustment Amount for all purposes of this Agreement. (v) If Seller delivers an Adjustment Dispute Notice to Parent within thirty (30) days after receipt the Buyer prior to the expiration of the Closing Statement Review Period, then Seller and the Buyer shall meet, confer and exchange any additional relevant information reasonably requested by the other party regarding the computation of the Adjustment Amount for a notice period of twenty (20) calendar days following the delivery of the Adjustment Dispute Notice to the Buyer, and use reasonable best efforts to resolve by written agreement (the “Dispute NoticeAgreed Modifications”) setting forth Representative’s calculation of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject any differences as to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c)Adjustment Amount. If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then In the Closing Statement prepared event the Buyer and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to Seller so resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve any such differences, the Neutral Accountant Adjustment Amount set forth in the Buyer Closing Statement, as adjusted by the Agreed Modifications shall resolve such differences, pursuant to an engagement agreement among Parent, Representative be final and binding as the Adjustment Amount for all purposes of this Agreement. If Seller and the Neutral Accountant Buyer are unable to reach agreement on the calculation of the Adjustment Amount within the twenty (which Parent 20) calendar day period following the delivery of the Adjustment Dispute Notice to the Buyer, then either Seller or the Buyer may submit the objections, including details of their views as to the correct nature and Representative agree amount of each item remaining in dispute, to execute promptly)a nationally recognized accounting firm with an active practice area focused on post-mergers and acquisitions purchase price dispute resolution mutually acceptable to Seller and the Buyer (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such twentieth (20th) day. In resolving any disputed item, the Designated Accounting Firm (x) shall determine Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Unpaid Transaction Expenses in accordance with the respective definitions thereof, (y) shall limit its review to matters still in dispute as specifically set forth in the manner provided belowAdjustment Dispute Notice (and only to the extent such matters are still in dispute) and (z) shall act as an expert and not as an arbitrator. The Neutral Accountant Designated Accounting Firm shall only decide the specific items under dispute be directed by the Parties (Buyer and Seller to resolve the “Disputed Items”), solely unresolved objections as promptly as reasonably practicable in accordance with the terms of this Agreement. Parent and Representative shall each be entitled , and, in any event, within thirty (30) calendar days of such referral, and, upon reaching such determination, to make deliver a presentation copy of its calculations (the “Expert Calculations”) to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative Buyer and Seller. In connection with the Neutral Accountant (or, if they cannot agree on resolution of any such procedures, pursuant to procedures determined dispute by the Neutral Accountant)Designated Accounting Firm, regarding such Party’s each of the Buyer, Seller and their respective advisors and accountants shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of the Adjustment Amount; provided, that all communications with the Designated Accounting Firm shall include at least one Representative of each of the Buyer and Seller, and no party shall be permitted to communicate with the Designated Accounting Firm other than as expressly set forth herein and shall be governed by Rule 408 of the Federal Rules of Evidence. The determination of the amounts to Adjustment Amount made by the Designated Accounting Firm shall be final and binding on the Buyer and Seller for all purposes of this Agreement, absent manifest error. The Expert Calculations (A) shall reflect in detail the differences, if any, between the calculation of the Adjustment Amount reflected in the Adjustment Dispute Notice and the calculation of the Adjustment Amount set forth on in the Buyer Closing Statement; , (B) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by the Buyer or Seller, as the case may be, and no lower than the Parties shall use commercially reasonable efforts to cause lower amount calculated by the Neutral Accountant to resolve Buyer or Seller, as the differences between Parent case may be and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20C) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties written materials submitted by the Buyer and Seller (i.e., not on independent review). (vi) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Accountant Designated Accounting Firm shall be paid borne by the Party whose calculation Buyer, on the one hand, and Seller, on the other hand, in inverse proportion as they may prevail on the matters resolved by the Designated Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing amounts in this Section 2.11(b) dispute and shall be construed to authorize or permit determined by the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for Designated Accounting Firm at the resolution of differences between Parent and Representative regarding time the determination is rendered on the merits of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment matters submitted to the Closing Statement that is outside Designated Accounting Firm. For example, should the items in dispute total $1,000 and the Designated Accounting Firm award $600 in favor of Seller’s position, then 60% of the range defined costs of its review would be borne by amounts as finally proposed the Buyer and 40% of the costs of its review would be borne by Parent and Representativethe Seller. (cvii) PromptlyIf the Adjustment Amount, but no later than five as finally determined in accordance with this Section 2.03, is a negative number (5the absolute value of such amount, the “Shortfall Amount”) Business Days after the final determination thereofthen, if the Purchase Price Seller will pay (excluding any Earn-out Paymentsor cause to be paid) set forth in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent Buyer, by wire transfer of immediately available funds to the account or accounts designated in writing by the Buyer to Seller, an amount in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the Shortfall Amount. (viii) If the Adjustment Amount, as finally determined in accordance with this Section 2.03, is zero or a positive number (such positive number, the “Excess Amount”), then Parent will promptly pay (or cause to be paid) to Seller, by wire transfer of immediately available funds to the account or accounts designated in writing by Seller to the Buyer, an amount of in cash equal to the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunderExcess Amount.

Post-Closing Adjustment. (a) Within No later than ninety (90) days after following the Closing Date, Parent shall prepare Purchaser will cause to be prepared and deliver delivered to Representative the Partnership a statement setting forth its calculation of the Closing Balance of Inventories, the Employee Leasing Cost, the Closing Balance of Inventories Adjustment and the Closing Adjustment Amount, which statement shall contain a consolidated balance sheet of the Partnership, as of the opening of business on the Closing Date (without giving effect to the transactions contemplated herein) (the “Post-Closing Statement”) calculating (i) the Purchase Price (excluding any Earn-out Payments), (ii) reasonable supporting detail and a certificate of Purchaser that the Net Working Capital as of the Effective Time (the “Post-Closing Net Working Capital”), and (iii) the Indebtedness of the Company as of the Effective Time (the “Closing Indebtedness”)Statement was prepared in accordance with Accounting Principles. (b) If Representative disputes any amounts as shown on Within forty-five (45) days following receipt by the Partnership of the Post-Closing Statement, Representative the Partnership shall deliver written notice to Parent Purchaser of any dispute the Partnership has with respect to the calculation, preparation or content of the Post-Closing Statement (the “Dispute Notice”); provided, that if the Partnership does not deliver any Dispute Notice to Purchaser within such forty-five (45) day period, the Post-Closing Statement will be final, conclusive and binding on the Parties. The Dispute Notice shall set forth in reasonable detail (i) any item on the Post-Closing Statement that the Partnership disputes and (ii) the correct amount of such item; provided, that the Partnership may not dispute the accounting principles, practices, methodologies and policies used in preparing the Post-Closing Statement unless they are not in accordance with the Accounting Principles. Upon receipt by Purchaser of a Dispute Notice, Purchaser and the Partnership shall negotiate in good faith to resolve any dispute set forth therein. If Purchaser and the Partnership fail to resolve any such dispute within thirty (30) days after receipt delivery of the Closing Statement a notice Dispute Notice (the “Dispute NoticeResolution Period”), then Purchaser and the Partnership jointly shall engage, within ten (10) setting forth Representative’s calculation business days following the expiration of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day periodResolution Period, then the Closing Statement prepared and delivered ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or, if ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is unavailable or conflicted, another nationally recognized independent accounting firm selected jointly by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative Purchaser and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties Partnership (the “Disputed ItemsIndependent Accounting Firm”)) to resolve any such dispute; provided, solely in accordance with that, if Purchaser and the terms of this Agreement. Parent Partnership are unable to agree on the Independent Accounting Firm, then Purchaser, on the one hand, and Representative the Partnership, on the other hand, shall each be entitled select a nationally recognized independent accounting firm, and the two (2) firms will mutually select a third nationally recognized independent accounting firm to make serve as the Independent Accounting Firm. As promptly as practicable, and in any event not more than fifteen (15) days following the engagement of the Independent Accounting Firm, Purchaser and the Partnership shall each prepare and submit a presentation detailing each Party’s complete statement of proposed resolution of each issue still in dispute to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative Independent Accounting Firm. Purchaser and the Neutral Accountant (orPartnership shall instruct the Independent Accounting Firm to, if they cannot agree on such procedures, pursuant to procedures determined by as soon as practicable after the Neutral Accountant), regarding such Party’s determination submission of the amounts to be set forth on presentations described in the Closing Statement; immediately preceding sentence and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within in any event not more than twenty (20) days after following such presentations, make a final determination, binding on the engagement Parties to this Agreement, of the Neutral Accountantappropriate amount of each of the line items that remain in dispute as indicated in the Dispute Notice. The Neutral Accountant’s determination With respect to each disputed line item, such determination, if not in accordance with the position of either Purchaser or the Partnership, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by Purchaser or the Partnership, as applicable, in their respective presentations to the Independent Accounting Firm described. Notwithstanding the foregoing, the scope of the disputes to be resolved by the Independent Accounting Firm shall be based solely on such presentations limited to whether any disputed determinations of the Parties Post-Closing Statement and each of its components were properly calculated in accordance with the Accounting Principles. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Purchaser (i.e., not on independent reviewthe one hand) and the Partnership (on the definitions and other terms included hereinhand). The Closing Statement determined All determinations made by the Neutral Accountant shall be deemed to be Independent Accounting Firm, and the Final Post-Closing Statement. Such determination , as modified by the Neutral Accountant shall Independent Accounting Firm, will be final, conclusive and binding upon on the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine Parties agree that any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and Representative. (c) Promptly, but no later than five (5) Business Days after the final determination thereof, if the Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made determined pursuant to this Section 2.11 2.14(b) shall be treated as an adjustment to the Purchase Price Price, except as otherwise required by applicable Law. (c) For purposes of complying with the Parties. For terms set forth in this Section 2.14, each of Purchaser and the purposes hereof Partnership shall reasonably cooperate with each other in good faith and make available to each other and their respective Representatives all information, records, data and working papers, in each case to the number extent related to the Partnership and its subsidiaries, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of Parent Shares the Post-Closing Statement and the resolution of any disputes thereunder. (d) If the Estimated Closing Adjustment Amount minus the finally determined Closing Adjustment Amount (such difference, which may be a positive or a negative number, the “Post-Closing Adjustment”) is a negative number, the Purchaser and the Partnership shall within three (3) business days of the final determination of the Closing Adjustment Amount issue joint written instructions directing the Escrow Agent to be issued or any decrease effect an Escrow Principal Reduction in the issuance thereof will be an amount equal to the absolute value of the Post-Closing Adjustment. If the Post-Closing Adjustment is a positive number, Purchaser shall within three (3) business days of the final determination of the Closing Adjustment Amount, pay to the Partnership an amount of cash equal to the excess (Post-Closing Adjustment by wire transfer of immediately available funds to an account designated in the case of item (i) of this subsection (c)) divided writing by the value of a Consideration Share hereunderPartnership.

Post-Closing Adjustment. (a) Within ninety 45 days after the Closing, IDT will deliver to UTCG (90with a copy to Escrow Agent), a final statement setting forth certain agreed upon information concerning the Company’s business for the period from August 1, 2009 through the Closing Date (the “Final Statement”) as well as directions for the disbursement of funds, if any, to UTCG, from the escrow in accordance with previously agreed upon criteria (the “Adjustment Payment”) with the remainder to be disbursed to IDT. The Final Statement will be final and binding upon the parties for all purposes, unless UTCG notifies IDT, not later than fifteen (15) days after UTCG’s receipt of the Closing DateFinal Statement, Parent shall prepare and deliver to Representative of a statement good faith disagreement with the Final Statement (the “Closing StatementDisagreement”) calculating (i) the Purchase Price (excluding any Earn-out Payments), (ii) the Net Working Capital . Such notice of Disagreement will specify all items as to which there is a Disagreement and an explanation of the Effective Time (the “Closing Net Working Capital”), and (iii) the Indebtedness basis for any Disagreement. UTCG’s failure to timely notify IDT in writing of the Company as existence of such a Disagreement will be deemed as, for all purposes, UTCG’s acceptance of the Effective Time (the “Closing Indebtedness”)Final Statement. (b) UTCG and IDT will attempt, in good faith, to resolve any Disagreement. If Representative disputes the parties are unable to resolve any amounts as shown such Disagreement within thirty (30) days from the date of receipt by IDT of notice from UTCG of the Disagreement, either party may request, by delivering written notice to the other, that such Disagreement be resolved by an independent accounting firm jointly selected by the parties that has not provided material services to either party or their respective affiliates during the three (3) years immediately prior to its retention for such matter (the “Accountants”). If UTCG and IDT do not agree on the Closing StatementAccountants within ten (10) days after either requests that the Disagreement be submitted to the Accountants for resolution, Representative shall deliver then each of UTCG and IDT will nominate its selection to Parent serve as the Accountants and those two nominated accountants will select a third accountant within ten (10) days, which third accountant will serve as the Accountants. If either party does not notify the other in writing of its selection to serve as the Accountants within ten (10) days after either requests that the Disagreement be submitted to the Accountants for resolution, then the accountants nominated by the other will serve as the Accountants. Each of UTCG and IDT will submit to the Accountants within ten (10) days after selection of the Accountants is completed its proposal concerning what the Final Statement should be and all relevant financial data supporting its proposal. After completing their review of the Disagreement, the Accountants will resolve each item in dispute in accordance with the terms of this Agreement and will confirm their conclusion in writing to the parties within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of such amount Accountants receive any proposals and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely supporting information timely submitted in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountantparagraph (b), pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination decision of the amounts to Accountants will be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive final and binding upon the Partiesparties for all purposes and enforceable in any court of competent jurisdiction, absent Fraud or manifest error. The fees and expenses costs of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or Accountants, if any, in connection with this Agreement except for resolving the resolution of differences between Parent Disagreement will be paid one-half by UTCG and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences one-half by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and RepresentativeIDT. (c) Promptly, but no later than Within five (5) Business Days after days from the final earliest to occur of (A) the acceptance in writing, provided to the Escrow Agent, of ▇▇▇▇▇ and IDT of the determination thereof, if the Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: , (B) the written notification of IDT to the Escrow Agent that UTCG did not provide notice to IDT of its Disagreement within the time period set forth in sub-section (a) above, or (iii) the delivery to the parties by the Accountants of their written conclusion pursuant to sub-section (b) above, the Escrow Agent will disburse to UTCG the Adjustment Payment (which amount shall in no event exceed $500,000, or be a negative number), (i) exceeds in accordance with the Closing Considerationwritten instructions provided pursuant to the Final Statement, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) as determined pursuant to the procedure set forth in sub-section (b) above, in either case with the remainder of the amount held by the Escrow Agent being disbursed to IDT. The parties agree that in the event the Litigation Payment is less than made to UTCG (pursuant to Section 1.3(c) above) prior to disbursement of an Adjustment Payment to UTCG under this Section 1.6, the Closing ConsiderationAdjustment Payment, then such difference when and if due, shall be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price reduced by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount of the excess one-half (in the case of item (i) of this subsection (c1/2)) divided by the value of a Consideration Share hereunder.

Post-Closing Adjustment. (a) Within ninety Not later than sixty (9060) days after the Closing Date, Parent Purchaser shall prepare and deliver to Representative Seller Parent a statement (the “Proposed Closing Statement”) calculating (i) ), setting forth the Purchaser’s good faith calculation of the actual amounts of Spent Capex, Closing Date Net Working Capital and Closing Date Net Debt, along with a calculation of the Purchase Price based on such amounts, together with reasonable supporting detail with respect to the calculations included therein. Purchaser agrees to prepare the Proposed Closing Statement strictly in accordance with the Specified Accounting Principles (excluding any Earn-out Payments), (ii) the Net Working Capital as in respect of the Effective Time (calculation of all items required to be set forth in the “Proposed Closing Net Working Capital”), Statement other than Spent Capex) and (iii) the Indebtedness of the Company as of the Effective Time (the “Closing Indebtedness”)definitions in this Agreement relating thereto. (b) If Representative disputes any amounts as shown on Following delivery of the Proposed Closing Statement to Seller Parent, Purchaser agrees to provide Seller Parent and its accountants and representatives, at no cost to Sellers, access to the properties, personnel, books and records of the Business to the extent reasonably requested by Seller Parent and will cause appropriate personnel of Purchaser and the Business to provide reasonable assistance to Seller Parent and its representatives, at no cost to Sellers, for the purpose of reviewing the Proposed Closing Statement. Purchaser shall, Representative shall deliver at no cost to Sellers, permit Seller Parent’s accountants to review and make copies of all work papers used to support account balances in the Proposed Closing Statement. (c) Unless Seller Parent notifies Purchaser in writing that Seller Parent disagrees with any aspect of the Proposed Closing Statement (a “Notice of Disagreement”) within thirty (30) days after receipt of thereof, the Proposed Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation shall be conclusive and binding on Seller Parent and Purchaser. Any Notice of such amount and describing in Disagreement delivered by Seller Parent must provide reasonable detail with respect to the basis for items and amounts with which Seller Parent disagrees in the determination of such different amountProposed Closing Statement. Any amounts items not subject to disputed in the Dispute Notice of Disagreement shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute binding upon the parties. (d) Any disputed items set forth in the Notice to Parent within such of Disagreement shall be resolved as follows: (i) During the thirty (30) day periodperiod following delivery of a Notice of Disagreement (the “Resolution Period”), then the Closing Statement prepared Seller Parent and delivered by Parent Purchaser shall first seek in good faith to resolve such disputed items. If all such disputed items are so resolved they shall be deemed binding as so resolved and, at such time, the Proposed Closing Statement as modified to reflect such resolution, shall be deemed the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of (ii) If any disputed items are not resolved during the Resolution Period, either party may at any time until the date that is thirty (30) days after Representative the end of the Resolution Period (the “Final Date”) cause all (but not less than all) such unresolved disputed items to be submitted to the Accounting Firm for final determination, by providing written notice of such election to the other party (a “Submission Notice”); provided, however, that, it is expressly agreed that no objection may be raised and no adjustment may be proposed to any such entry or item in a Submission Notice except on grounds that (A) in respect of any entry or item other than Spent Capex, such item or entry has given not been calculated in accordance with Specified Accounting Principles and the Dispute Noticedefinitions in this Agreement relating thereto or (B) in respect of Spent Capex, the calculation of the amount of Spent Capex (and not, for the avoidance of doubt, the quality or nature of any item of Capex) has not been calculated in accordance with the definition thereof. If the Parties resolve such differencesIf, then the Closing Statement agreed to by the Parties end of the Final Date, there still exist one or more such unresolved disputed items but neither party shall have delivered a Submission Notice to the other party, the calculation of all such unresolved disputed items and the Purchase Price as reflected on the Notice of Disagreement shall be deemed final and binding on the parties and, at such time, the Proposed Closing Statement as modified to reflect such resolution shall be deemed the Final Closing Statement. If Parent and Representative do not reach a final resolution on . (iii) The parties shall instruct the Closing Statement within thirty (30) days after Representative has given Accounting Firm to determine the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), disputed items set forth in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely any Submission Notice in accordance with the terms definitions thereof and, in respect of this Agreementany item or entry other than Spent Capex, in accordance with the Specified Accounting Principles and, subject to Section 2.2(d)(iv), to make only such revisions or amendments as may be required to the Proposed Closing Statement such that the Final Closing Statement accurately reflects Spent Capex, Closing Date Net Working Capital and Closing Date Net Debt, and the resulting Purchase Price, as prepared in accordance with the Specified Accounting Principles in the case of all of the foregoing other than Spent Capex. Seller Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties Purchaser shall use their commercially reasonable efforts to cause the Neutral Accountant Accounting Firm to resolve render a determination as to such disputed items and the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement resulting Purchase Price, along with a statement of reasons therefor, within twenty (20) 30 days after the engagement of the Neutral Accountant. The Neutral Accountant’s Accounting Firm (as evidenced by its written acceptance by facsimile or otherwise to the parties) or a reasonable time thereafter, and, absent fraud or manifest error, such determination of the Accounting Firm shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive final and binding upon Seller Parent and Purchaser. Seller Parent and Purchaser shall provide the PartiesAccounting Firm, absent Fraud or manifest error. The fees without charge, access to information and expenses of the Neutral Accountant shall be paid representatives as reasonably requested by the Party whose calculation of Accounting Firm to the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except extent required for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or . (iv) The scope of the Accounting Firm’s determination shall be limited to whether the calculations of (i) the amounts of the items required to be set forth in the Proposed Closing Statement were calculated strictly in accordance with the definitions in this Agreement relating thereto and (ii) resolve any such differences by making an adjustment to Closing Date Net Working Capital and Closing Date Net Debt set forth in the Proposed Closing Statement were performed strictly in accordance with the Specified Accounting Principles. The determination of any item in dispute cannot, however, be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that is outside particular item in the Proposed Closing Statement, in the case of Seller Parent, or in the range defined by amounts as finally proposed by Parent and RepresentativeNotice of Disagreement, in the case of Purchaser. (cv) Promptly, but no The fees and expenses of the Accounting Firm shall be shared equally by Seller Parent and Purchaser. (e) No later than five (5) Business Days after the final determination thereof, if the Purchase Price (excluding any Earn-out Payments) set forth in Proposed Closing Statement is deemed the Final Closing Statement: Statement pursuant to this Section 2.2: (i) exceeds If the Final Closing ConsiderationDate Net Debt (A) is more than the Estimated Closing Date Net Debt, Seller Parent shall pay such excess amount to Sellers in Purchaser the form of Parent Shares; difference or (iiB) is less than the Estimated Closing ConsiderationDate Net Debt, then such Purchaser shall pay to Seller Parent, on behalf of itself and the other Sellers, the difference; (ii) If the Final Closing Date Net Working Capital (A) is less than the Estimated Closing Date Net Working Capital, Seller Parent shall pay to Purchaser the difference or (B) is more than the Estimated Closing Date Net Working Capital, Purchaser shall pay to Seller Parent, on behalf of itself and the other Sellers, the difference; and (iii) If the Final Spent Capex (A) is less than the Estimated Spent Capex, Seller Parent shall pay to Purchaser the difference or (B) is more than the Estimated Spent Capex, Purchaser shall pay to Seller Parent, on behalf of itself and the other Sellers, the difference. Any amount to be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 2.2(e) shall be (i) increased by interest thereon at the rate of five percent (5%) per annum from (but excluding) the Closing Date through and including the date of payment based on a 365-day year; (ii) made by a wire transfer of immediately available funds in Dollars to a bank account designated in writing by the party entitled to receive payment (such designation to be made at least two (2) Business Days prior to such payment) and (iii) treated as an adjustment to the Initial Purchase Price by for Tax reporting purposes. The parties shall net the Parties. For the purposes hereof the number of Parent Shares payments, if any, to be issued or any decrease in the issuance thereof will made pursuant to Sections 2.2(e)(i) and 2.2(e)(ii) such that only one party is required to deliver amounts required to be equal to the amount of the excess (in the case of item (i) of paid under this subsection (cSection 2.2(e)) divided by the value of a Consideration Share hereunder.

Post-Closing Adjustment. (a) Within ninety thirty (9030) days after following the Closing Date, Parent shall prepare furnish the Stockholders’ Representative with the Final Balance Sheet and deliver to Representative a statement (the “Statement of Closing Statement”) calculating (i) the Purchase Price (excluding any Earn-out Payments), (ii) the Net Working Capital as of the Effective Time (the “Closing Net Working Capital”), and (iii) the Indebtedness of the Company as of the Effective Time (the “Closing Indebtedness”)Liabilities. (b) If The Stockholders’ Representative disputes shall have a period of twenty (20) days after receipt of the Final Balance Sheet to notify Parent of its election to review, at the expense of the Participating Holders, the computations set forth in the Final Balance Sheet and the Statement of Closing Liabilities. Prior to the end of such twenty (20) day period, the Stockholders’ Representative shall notify Parent in writing of any disagreement the Stockholders’ Representative has with the Final Balance Sheet or the Statement of Closing Liabilities (a “Notice”). Any such Notice shall specify in reasonable detail those items, components, amounts or calculations as shown to which the Stockholders’ Representative disagrees, the Stockholders’ Representative’s alternative items, components, amounts or calculations and the basis therefor, and attach any relevant supporting documentation. In the event a Notice is not provided to Parent by the Stockholders’ Representative during such twenty (20) day period, the Final Balance Sheet and the Statement of Closing Liabilities, and the Post-Closing Adjustment resulting therefrom, shall be deemed accepted by the Stockholders’ Representative and final and binding on the Closing Statement, Parties hereto and the Participating Holders shall have no further right to disagree therewith. In the event that the Stockholders’ Representative shall deliver provide a timely and valid Notice to Parent during such twenty (20) day period, Parent and the Stockholders’ Representative shall promptly (and in any event within thirty (30) days following the date upon which the Stockholders’ Representative delivers such Notice), attempt to make a joint determination of the Post-Closing Adjustments and such determination and any required adjustments resulting therefrom shall be final and binding on the Parties hereto. (c) In the event the Stockholders’ Representative and Parent shall be unable to agree upon a joint determination of the Post-Closing Adjustments within thirty (30) days after receipt delivery by the Stockholders’ Representative of the Closing Statement a notice Notice (the “Dispute Notice”) setting forth Representative’s calculation or any mutually agreed upon extension of such amount period), then Parent and describing in reasonable detail the basis for Stockholders’ Representative shall promptly submit the dispute to the Accounting Firm to make a final and binding determination of only those items, components, amounts or calculations of Merger Consideration, Final Net Working Capital and Final Closing Liabilities as to which the Stockholders’ Representative has disagreed in the Notice validly and timely delivered and continues to disagree. The Accounting Firm shall not assign a value to any item greater than the greatest value for such different amountitem claimed by Parent on the Final Balance Sheet or the Stockholders’ Representative on the Notice, or less than the smallest value for such item claimed by Parent on the Final Balance Sheet or the Stockholders’ Representative on the Notice. Any amounts The Accounting Firm shall be acting as an arbitrator and not subject as an auditor and shall decide only those issues as to which the Parties are not in agreement. Parent and the Stockholders’ Representative shall request that the Accounting Firm render its determination prior to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period expiration of thirty (30) days after Representative has given the Dispute Notice. If dispute is submitted and such determination and any required adjustments resulting therefrom shall be final and binding on all the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest errorhereto. The fees and expenses of the Neutral Accountant Accounting Firm shall be allocated to be paid by Parent and/or the Party whose calculation Stockholders’ Representative (on behalf of the Closing Participating Holders), respectively, based upon the percentage which the portion of the total amount contested and not awarded to such party bears to the total amount contested, as determined by the Accounting Firm. (d) If the Final Net Working Capital is farther from as finally determined in accordance with the Neutral Accountant’s calculation thereof. Nothing in provisions of this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and Representative. (c) Promptly, but no later than five (5) Business Days after the final determination thereof, if the Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) 1.13 is less than the Closing ConsiderationEstimated Net Working Capital, then such difference Parent shall be paid have the right to offset the amount thereof against any portion of the Merger Consideration owed to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated Participating Holders (as an adjustment to the Purchase Price by Merger Consideration), including, without limitation, the PartiesEscrow Amount, and any interest accrued thereon. For If the purposes hereof Final Net Working Capital as finally determined in accordance with the number provisions of Parent Shares to be issued or any decrease in this Section 1.13 is greater than the issuance thereof will be equal Estimated Net Working Capital, within five (5) business days after such determination, subject to the amount of the excess (payment provisions in Section 1.9 in the case of item payments to holders of Company Options, Parent shall deposit by wire transfer in immediately available funds, pursuant to an Allocation Certificate received by Parent with respect to such payment: (i) with the Payments Administrator an amount of cash equal to the portion of the amount thereof payable to Participating Holders for whom the payment of such amount is not subject to wage or payroll tax withholding; and (ii) with the Surviving Corporation’s (or other Affiliate’s) payroll agent an amount of cash equal to the portion of the amount thereof payable to the Participating Holders for whom such payment is subject to wage or payroll tax withholding. (e) If the Indebtedness and/or the Non-Ordinary Course Liabilities determined pursuant to this subsection Section 1.13 exceed the Indebtedness and/or the Non-Ordinary Course Liabilities, respectively, set forth on the Estimated Closing Balance Sheet, then Parent shall have the right to offset the amount thereof against any portion of the Merger Consideration owed to the Participating Holders (cas an adjustment to the Merger Consideration), including, without limitation, the Escrow Amount, and any interest accrued thereon. If the Indebtedness and/or the Non-Ordinary Course Liabilities determined pursuant to this Section 1.13 are less than the Indebtedness and/or the Non-Ordinary Course Liabilities, respectively, set forth on the Estimated Closing Balance Sheet, within five (5) divided business days after such determination, subject to the payment provisions in Section 1.9 in the case of payments to holders of Company Options, Parent shall deposit by wire transfer in immediately available funds, pursuant to an Allocation Certificate received by Parent with respect to such payment: (i) with the value Payments Administrator an amount of a Consideration Share hereundercash equal to the portion of the amount of such surplus payable to Participating Holders for whom the payment of such amount is not subject to wage or payroll tax withholding; and (ii) with the Surviving Corporation’s (or other Affiliate’s) payroll agent an amount of cash equal to the portion of such surplus payable to the Participating Holders for whom such payment is subject to wage or payroll tax withholding. (f) Parent and the Stockholders’ Representative shall effect the net result of the adjustments described in Sections 1.13(d) and (e), which shall be referred to collectively as the “Post-Closing Adjustment.”

Post-Closing Adjustment. (a) Within ninety (90) 120 days after the Closing Date, Parent Buyer shall prepare and deliver to Representative Seller a balance sheet of the Business prepared in accordance with GAAP and consistent with the policies and practices of Seller in the preparation of the Balance Sheets to the extent consistent with GAAP and a statement setting forth Buyer’s good faith calculations (the “Closing StatementBuyer’s Proposed Calculations”) calculating (i) of the Closing Working Capital, the Closing Working Capital Adjustment, and the Purchase Price (excluding any Earn-out Payments), (ii) the Net Working Capital as of the Effective Time (the “Closing Net Working Capital”), and (iii) the Indebtedness of the Company as of the Effective Time (the “Closing Indebtedness”)Adjustment based on such amounts. (b) If Representative disputes any amounts as shown on Seller does not object to the Closing Statement, Representative shall deliver Buyer’s Proposed Calculations by written notice of objection (the “Notice of Objection”) delivered to Parent Buyer within thirty (30) 30 days after Seller’s receipt of Buyer’s Proposed Calculations, the calculation of the Closing Statement Working Capital Adjustment and the Purchase Price Adjustment pursuant to Buyer’s Proposed Calculations shall be deemed final and binding. A Notice of Objection under this Section 2.6(b) shall set forth in reasonable detail Seller’s alternative calculations of the Closing Working Capital, the Closing Working Capital Adjustment, and the Purchase Price Adjustment, in each case calculated based on such amounts. (c) If Seller delivers a notice Notice of Objection to Buyer within the 30-day period referred to in Section 2.6(b), then any element of Buyer’s Proposed Calculations that is not in dispute on the date such Notice of Objection is given shall be treated as final and binding and any dispute (all such amounts, the “Disputed Amounts”) shall be resolved as set forth in this Section 2.6(c): (i) Seller and Buyer shall promptly endeavor in good faith to resolve the Disputed Amounts listed in the Notice of Objection. If a written agreement determining the Disputed Amounts has not been reached within ten Business Days (or such longer period as may be agreed by Seller and Buyer) after the date of receipt by Buyer of the Notice of Objection, the resolution of such Disputed Amounts shall be submitted to PricewaterhouseCoopers LLP (the “Dispute NoticeArbitrator”). (ii) setting forth Representative’s calculation of such amount Seller and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties Buyer shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant Arbitrator to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement render a decision in accordance with this Section 2.6(c) along with a statement of reasons therefor within twenty (20) 30 days after the engagement of the Neutral Accountantsubmission of the Disputed Amounts, or a reasonable time thereafter, to the Arbitrator. The Neutral Accountant’s determination decision of the Arbitrator shall be based solely on such presentations final and binding upon each party hereto and the decision of the Parties Arbitrator shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction thereover. (i.e.iii) The Purchase Price Adjustment shall be calculated based on (A) each element of Buyer’s Proposed Calculations that is not in dispute and (B) the final determination of the Arbitrator with respect to the Disputed Amounts, not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant Purchase Price Adjustment, as so calculated, shall be deemed to be final and binding. (iv) If Seller and Buyer submit any Disputed Amounts to the Final Closing StatementArbitrator for resolution, Seller and Buyer shall each pay their own costs and expenses incurred under this Section 2.6(c). Such determination by the Neutral Accountant Seller shall be conclusive responsible for that fraction of the fees and binding upon costs of the PartiesArbitrator where (x) the numerator is the absolute value of the difference between Seller’s position with respect to the Purchase Price Adjustment and the Purchase Price Adjustment as calculated based on the Arbitrator’s final determination with respect to the Disputed Amounts and (y) the denominator is the absolute value of the difference between Seller’s position with respect to the Purchase Price Adjustment and Buyer’s position with respect to the Purchase Price Adjustment, absent Fraud or manifest errorand Buyer shall be responsible for the remainder of such fees and costs. (v) The Arbitrator shall act as an arbitrator to determine, based on the provisions of this Section 2.6(c), only the Disputed Amounts and the determination of each amount of the Disputed Amounts shall be made in accordance with the procedures set forth in Section 2.6(a). The fees and expenses Arbitrator shall base its determination solely on (A) the written submissions of the Neutral Accountant parties and shall not conduct an independent investigation and (B) the extent (if any) to which the Closing Working Capital Adjustment and the Purchase Price Adjustment require adjustment (only with respect to the remaining disagreements submitted to the Arbitrator) in order to be paid by determined in accordance with this Agreement, the Party whose Accounting Principles and Exhibit A and, with respect to each Disputed Amount, the Arbitrator’s determination, if not in accordance with the position of either Buyer or Seller, shall not be in excess of the higher, nor less than the lower, of the amounts presented in Buyer’s calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Purchase Price Adjustment pursuant to Section 2.11(b2.6(a) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution Seller’s Notice of differences between Parent Objection pursuant to Section 2.6(b). (d) The term “Final Purchase Price Adjustment” means the final and Representative regarding binding Purchase Price Adjustment calculated pursuant to Section 2.6(b) or 2.6(c), as the determination case may be. The term “Final Purchase Price” means the Initial Purchase Price, plus the Final Purchase Price Adjustment, if such amount is a positive number, or minus the absolute value of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and Representative. (c) Promptly, but no later than five (5) Business Days after the final determination thereofPurchase Price Adjustment, if the such amount is a negative number. The Final Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 Adjustment shall be treated as an adjustment to the Purchase Price purchase price for federal, state, territory, local and foreign income Tax purposes, unless otherwise required by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount of the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunderapplicable Law.

Post-Closing Adjustment. (a) Within As soon as reasonably practicable, but in no event later than ninety (90) days after the Closing Date, Parent Buyer shall prepare and deliver cause to Representative be delivered to Seller a statement (the “Final Closing Statement”) calculating setting forth, in reasonable detail, Buyer’s good faith calculation of (i) the Purchase Price final Net Working Capital (excluding any Earn-out Paymentsthe “Final NWC”) and the final NWC Adjustment based on the Final NWC (the “Final NWC Adjustment ”), (ii) the Net Working Capital as of the Effective Time final Closing Cash (the “Final Closing Net Working CapitalCash”), and (iii) the final Closing Indebtedness of the Company as of the Effective Time (the “Final Closing IndebtednessIndebtedness ”), (iv) the amount and calculation of the Final Closing Payment, and (v) the amount, if any, by which the Final Closing Payment so determined is greater than or less than the Estimated Closing Payment (such positive or negative amount, the “Post-Closing Adjustment Amount”). (b) If Representative disputes any amounts The Final Closing Statement shall be prepared, and the Final NWC, the Final NWC Adjustment, the Final Closing Cash, and the Final Closing Indebtedness (collectively, the “Final Calculations”) shall be calculated, in accordance with the Accounting Principles and/or the definitions thereof, as shown on applicable. (c) Upon receipt of the Final Closing Statement, Representative Seller and its accountants shall be permitted during the succeeding sixty (60) day period (the “Review Period”) reasonable access during business hours to the relevant personnel and Representatives of Buyer, and any relevant documents, schedules or workpapers used by them in the preparation of the Final Calculations. Notwithstanding the forgoing, Buyer and the Group Companies shall not be obligated to take any action that would violate any Law or the terms of any Contract or confidentiality obligation to which Buyer or any Group Company is a party, or result in a waiver of the attorney-client privilege or work-product doctrine; provided, however, that the parties shall use commercially reasonable efforts to make appropriate substitute arrangements under circumstances in which the foregoing restrictions apply. (d) If Seller disagrees with any of the Final Calculations, on or prior to the last day of the Review Period, Seller shall notify Buyer in writing of such disagreement, which notice shall set forth in reasonable detail the item or items of the Final Calculations to which such disagreement relates and the basis for each such disagreement (the “Objection Notice”). If Seller fails to deliver the Objection Notice (or fails to Parent object in the Objection Notice to any items or amounts included in the Final Calculations) within the Review Period, the Final Calculations as determined by Buyer (or such items and amounts included in the Final Calculations to which Seller has not objected in a timely delivered Objection Notice) shall be deemed to have been accepted by Seller and shall be final and binding and used in computing the Post-Closing Adjustment Amount. If Seller delivers the Objection Notice within the Review Period, subject to Section 2.6(e) below, then (i) the Final Closing Statement, as prepared and delivered by Buyer, shall not be binding on any party hereto, (ii) Seller and Buyer shall negotiate in good faith to resolve such items and amounts as are disputed in the Objection Notice, and (iii) any resolution agreed to in writing by Seller and Buyer shall be final and binding upon the parties hereto. (e) If Buyer and Seller are unable to resolve any disagreement as contemplated by Section 2.6(d) within forty-five (45) days after delivery of the Objection Notice, then Buyer and Seller shall engage the dispute resolution group of a nationally recognized independent public accounting firm or financial consulting firm mutually agreed upon by Buyer and Seller, other than any such firm that currently provides services to Buyer, the Company or any of their respective Affiliates (the “Independent Auditor”), who shall, acting as experts and not as arbitrators, resolve the dispute set forth in the Objection Notice. The fees, costs and expenses of the Independent Auditor shall be borne by the parties in proportion to the relative amount each party’s determination has been modified. For example, if Seller challenges the calculation of the Final Closing Payment by an amount of $100,000, but the Independent Auditor determines that Seller has a valid claim for only $40,000, Buyer shall bear 40% of the fees and expenses of the Independent Auditor and Seller shall bear the other 60% of such fees and expenses. (f) The parties shall instruct the Independent Auditor to consider only those items and amounts which are identified in the Objection Notice as being items which Buyer and Seller are unable to resolve. Further, the Independent Auditor’s determination shall be based solely on the relevant work papers and books and records relating to the Group Companies and any other written information provided by Buyer and Seller to the extent related to Buyer’s or Seller’s calculation of the amounts in dispute, which are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review), and the Independent Auditor shall not conduct additional discovery in any form. The Independent Auditor’s determination of each disputed item shall be within the range for such item proposed by Buyer and Seller in the Final Closing Statement and the Objection Notice. (g) The parties shall jointly instruct the Independent Auditor to make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after receipt of the Closing Statement a notice its engagement (the “Dispute Notice”i) setting forth Representative’s calculation of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be whether the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely Final Calculations were prepared in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (Agreement or, if they cannot agree on such proceduresalternatively, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment only with respect to the Closing Statement that is outside of disputed items identified in the range defined by amounts as finally proposed by Parent and Representative. (c) PromptlyObjection Notice, but no later than five (5) Business Days after the Independent Auditor’s final determination thereofof such items and a written explanation in reasonable detail of each such required adjustment, if including the Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cashbasis therefor. Any payments made All negotiations pursuant to this Section 2.11 2.6 shall be treated as an adjustment compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules of evidence, and all negotiations and submissions to the Purchase Price Independent Auditor shall be treated as confidential information. The Independent Auditor shall be bound by a mutually agreeable confidentiality agreement. The procedures of this Section 2.6 are exclusive and, except as set forth below, the Partiesdeterminations of the Independent Auditor shall be final and binding on the parties. For The decision of the purposes hereof Independent Auditor rendered pursuant to this Section 2.6(f) may be filed as a judgment in any court of competent jurisdiction. Either party may seek specific enforcement or take other necessary legal action to enforce any decision under this Section 2.6(f). The other party’s only defense to such a request for specific enforcement or other legal action shall be fraud by or upon the number of Parent Shares Independent Auditor. Absent such fraud, such other party shall reimburse the party seeking enforcement for its expenses related to be issued or any decrease in such enforcement. (h) If the issuance thereof will be Post-Closing Adjustment Amount, as finally determined pursuant to this Section 2.6, is negative, then Buyer and Seller shall instruct the Escrow Agent to (i) release to Buyer from the Adjustment Escrow Fund an amount equal to the amount Post-Closing Adjustment Amount and (ii) release to Seller any remaining portion of the excess (in Adjustment Escrow Fund. Buyer acknowledges and agrees that the case Adjustment Escrow Fund is the only source of item recovery against Seller for any negative Post-Closing Adjustment Amount. (i) If the Post-Closing Adjustment Amount, as finally determined pursuant to this Section 2.6, is positive, then (i) Buyer shall pay (or cause to be paid) an aggregate amount equal to the Post-Closing Adjustment Amount to Seller and (ii) Buyer and Seller shall instruct the Escrow Agent to release the entire Adjustment Escrow Fund to Seller. Notwithstanding the foregoing, in no event shall Buyer be liable to Seller for any positive Post-Closing Adjustment Amount in excess of $10,000,000. (j) The Post-Closing Adjustment Amount process set forth in this subsection Section 2.6 shall be the exclusive remedy of Seller and Buyer for any disputes related to the Post-Closing Adjustment Amount. (ck) Once the final Aggregate Consideration is determined in accordance with Section 2.3 and this Section 2.6 (and after giving effect to any adjustments thereto resulting from any indemnification payments hereunder)) divided by , then, for all purposes under this Agreement, references herein to the value of a Consideration Share hereunder“Aggregate Consideration” shall mean and refer to the Aggregate Consideration, as so determined and adjusted.

Post-Closing Adjustment. (ai) Within ninety (90) days after the Closing Date, Parent Purchaser shall prepare and deliver to Representative Peanuts Seller within ninety (90) calendar days following the Closing Date a statement setting forth its calculation of the Closing Working Capital, which statement shall contain a balance sheet of the Peanuts Business as of the Closing Date (without giving effect to the transactions contemplated herein) and a calculation of the Closing Working Capital (the “Closing Date Statement”) calculating (i) ). The Closing Date Statement shall be prepared using the Purchase Price (excluding any Earn-out Payments)same accounting methods, practices, principles, policies, procedures, classifications, judgments and valuation and estimation methodologies that were used to calculate the Estimated Working Capital and calculated in the manner set forth in the template attached hereto as Exhibit J. (ii) the Net Working Capital as of the Effective Time If Peanuts Seller does not notify Purchaser in writing within forty-five (the “Closing Net Working Capital”), and (iii45) the Indebtedness of the Company as of the Effective Time (the “Closing Indebtedness”). (b) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Parent within thirty (30) calendar days after Peanuts Seller’s receipt of the Closing Date Statement a notice that it disputes any of the information or calculations provided to Peanuts Seller in the Closing Date Statement, the Closing Date Statement shall be final and conclusive. If Peanuts Seller disagrees with any of the information or calculations provided by Purchaser in the Closing Date Statement, Peanuts Seller may, within forty-five (the “Dispute Notice”45) setting forth Representative’s calculation calendar days after delivery of such amount statement to it, deliver a written notice to Purchaser stating the existence and describing in reasonable detail the basis for the determination nature of such different amountdisagreement. Any such notice of disagreement shall specify those items or amounts not subject as to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c)which Peanuts Seller disagrees. If Representative does not deliver a Dispute Notice such notice of disagreement is delivered, the parties shall use their reasonable best efforts to Parent reach agreement on the disputed items or amounts within ten (10) Business Days after Purchaser’s receipt of such notice. If the parties are unable to reach agreement on the disputed items within such thirty (30) day period, then the Closing Statement prepared and delivered by Parent shall issues in dispute will be deemed submitted to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period mutually agreed firm of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties nationally recognized independent certified public accountants (the “Disputed ItemsAccountants”) for review and resolution, with instructions to complete the review as promptly as practicable. Each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its Affiliates (or its independent public accountants), solely and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants. The parties shall instruct the Accountants that their determination shall not result in a Closing Adjustment in an amount higher than the Closing Adjustment proposed by Peanuts Seller or an amount lower than the Closing Adjustment proposed by Purchaser. The resolution of the Accountants in accordance with the terms provisions of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant Section 3.2 shall be conclusive and binding upon on the Parties, absent Fraud or manifest errorparties. The Peanuts Seller and Purchaser shall each pay one-half of the fees and expenses of the Neutral Accountant shall be paid charged by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and RepresentativeAccountants. (ciii) PromptlyIf there is a Working Capital Deficiency (as determined pursuant to Section 3.2(b)(ii)), but no later than on a net basis after taking into account the Closing Working Capital determined under the Strawberry Shortcake Transaction Agreement, Peanuts Seller shall pay to Purchaser, by wire transfer of immediately available funds to an account designated by Purchaser, the amount of such Working Capital Deficiency within five (5) Business Days after the final determination thereof, if the Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: (i) exceeds of the Closing ConsiderationWorking Capital made in accordance with Section 3.2(b)(ii). If there is a Working Capital Excess (as determined pursuant to Section 3.2(b)(ii)), Parent on a net basis after taking into account the Closing Working Capital determined under the Strawberry Shortcake Transaction Agreement, Purchaser shall pay such excess amount to Sellers in the form Peanuts Seller by wire transfer of Parent Shares; or (ii) is less than the Closing Considerationimmediately available funds to an account designated by Peanuts Seller, then such difference shall be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount of such Working Capital Excess within five (5) Business Days after the excess (final determination of the Closing Working Capital made in the case of item (i) accordance with Section 3.2(b)(ii). *** Confidential treatment has been requested for redacted portions of this subsection (c)) divided by exhibit. This copy omits the value information subject to the confidentiality request. Omissions are designated as [***]. A complete version of a Consideration Share hereunderthis exhibit has been provided separately to the Securities and Exchange Commission.

Post-Closing Adjustment. The Cash Consideration set forth in Section 1.2(a) shall be subject to adjustment after the Closing Date as follows: (a) Within ninety (90) 30 days after the Closing Date, Parent the Buyer shall prepare and deliver to Representative a statement (the “Parent the Closing Statement”) calculating (i) . The Closing Statement shall be prepared in accordance with UK GAAP and on a consistent basis with the Purchase Price (excluding any Earn-out Payments)accounting principles, (ii) practices, procedures, policies, methods, format and presentation that were employed in the preparation of the Most Recent Balance Sheet and the calculation of the Net Working Capital Asset Value as of the Effective Time (the “Closing Net Working Capital”)September 30, and (iii) the Indebtedness 2006, which is attached hereto as Schedule 1.4 by way of the Company as of the Effective Time (the “Closing Indebtedness”)example. (b) If Representative disputes any amounts as shown on The Parent shall deliver to the Buyer, within 30 days after delivery by the Buyer to the Parent of the Closing Statement, Representative shall deliver to either a notice indicating that the Parent within thirty (30) days after receipt of accepts the Closing Statement or a notice (statement describing the “Dispute Notice”) setting forth RepresentativeParent’s calculation objections to the Closing Statement, which statement of such amount and describing objections shall describe in reasonable detail the basis for specific nature and amount of each objection and shall state in detail all bases upon which the determination of such different amount. Any amounts Parent believes the Closing Statement is not subject to in conformity with the Dispute Notice shall be paid promptly pursuant to requirements set forth in Section 2.11(c1.4(a). If Representative the Parent delivers to the Buyer a notice accepting the Closing Statement, or the Parent does not deliver a Dispute Notice written objection to Parent the Closing Statement within such thirty (30) -day period, then then, effective as of the earlier of the date of delivery of such notice of acceptance or as of the close of business on such 30th day, the Closing Statement prepared and delivered by Parent shall be deemed to be accepted by the “Final Parent. (c) If the Parent timely objects to the Closing Statement.” , such objections shall be resolved as follows: (i) The Parties Buyer and the Parent shall first use commercially reasonable efforts to resolve such differences objections. (ii) If the Buyer and the Parent are able to resolve such objections within a period of thirty (30) 30 days after Representative has given delivery to the Dispute Notice. If Buyer of such statement of objections, the Parties resolve Buyer and the Parent shall, within 30 days after delivery of such differencesstatement of objections, then jointly prepare and sign a statement setting forth the Closing Statement Net Asset Value, which amount shall reflect the resolution of objections agreed to by the Parties shall be deemed to be Buyer and the Final Closing Statement. Parent. (iii) If the Buyer and the Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be all objections set forth on the Closing Statement; Parent’s statement of objections within 30 days after delivery of such statement of objections, the Buyer and the Parties shall use commercially reasonable efforts to cause Parent shall, within 30 days after the expiration of such 30-day period, (A) jointly prepare and sign a statement setting forth (1) those objections (if any) that the Buyer and the Parent have resolved and the resolution of such objections and (2) the Unresolved Objections and (B) engage the Neutral Accountant to resolve the differences between Unresolved Objections. (iv) The Buyer and the Parent shall jointly submit to the Neutral Accountant, within 10 days after the date of the engagement of the Neutral Accountant (as evidenced by the date of the engagement agreement), a copy of the Closing Statement, a copy of the statement of objections delivered by the Parent to the Buyer, and Representative the joint statement referred to in Section 1.4(c)(iii)(A) above. Each of the Buyer and determine the amounts Parent shall submit to be set forth the Neutral Accountant (with a copy delivered to the other Party on the Closing Statement same day), within twenty (20) 30 days after the date of the engagement of the Neutral Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. The Each of the Buyer and the Parent may (but shall not be required to) submit to the Neutral Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Neutral Accountant’s determination shall be based solely on such presentations of , a memorandum responding to the Parties (i.e., not on independent review) and on initial memorandum submitted to the definitions and Neutral Accountant by the other terms included hereinParty. The Closing Statement determined Unless requested by the Neutral Accountant in writing, neither the Buyer nor the Parent may present any additional information or arguments to the Neutral Accountant, either orally or in writing. (v) The Buyer and the Parent shall be deemed instruct the Neutral Accountant (A) to be limit the Final Closing Statement. Such determination scope of its review and authority to resolving the Unresolved Objections, and (B) to issue a ruling which sets forth the resolution of each Unresolved Objection and includes a statement setting forth the Net Asset Value, reflecting the Neutral Accountant’s resolution of the Unresolved Objections. (vi) The resolution by the Neutral Accountant of the Unresolved Objections shall be conclusive and binding upon the Parties, Buyer and the Sellers absent Fraud or manifest error. The Buyer and the Sellers agree that the procedure set forth in this Section 1.4(c) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit any Party from instituting litigation to enforce the ruling of the Neutral Accountant. (vii) The Buyer and the Parent shall share equally the fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in for its services under this Section 2.11(b1.4(c). (d) shall be construed to authorize or permit If the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of Net Asset Value as shown on the Final Closing Statement; Statement is less than the Benchmark Net Asset Value, the Cash Consideration shall be reduced by such deficiency and the Parent shall pay or (ii) resolve any such differences by making an adjustment cause to be paid to the Closing Statement that is outside Buyer, by wire transfer or other delivery of the range defined by amounts as finally proposed by Parent and Representative. (c) Promptlyimmediately available funds, but no later than five (5) within three Business Days after the final determination thereof, if the Purchase Price (excluding any Earn-out Payments) set forth in date on which the Final Closing Statement: (i) Statement is finally determined pursuant to this Section 1.4, an amount equal to such deficiency. If the Net Asset Value as shown on the Final Closing Statement exceeds the Closing ConsiderationBenchmark Net Asset Value, Parent the Cash Consideration shall pay be increased by such excess amount and the Buyer shall pay or cause to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent in cash out Sellers, by wire transfer or other delivery of immediately available funds, within three Business Days after the Escrow Account; provided, however, that if date on which the Escrow Account Final Closing Statement is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made finally determined pursuant to this Section 2.11 shall be treated as 1.4, an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be amount equal to the amount of the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereundersuch excess.

Post-Closing Adjustment. (ai) Within ninety sixty (9060) days after following the Closing Date, Parent Seller shall prepare and deliver to Representative Buyer a statement (the “Closing Statement”) calculating that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (ithe “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (excluding any Earn-out Paymentsand reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review period. (ii) If Buyer timely delivers an Objection Notice to Seller, Buyer and Seller shall, during the Net Working Capital as thirty (30) day period following such delivery (or any mutually agreed extension thereof), use their commercially reasonable efforts to negotiate and reach agreement on the disputed items and amounts in order to determine the amount of the Effective Time Purchase Price Adjustment. If, at the end of such period (or any mutually agreed extension thereof), the Parties are unable to resolve their disagreements, they shall jointly retain and refer their disagreements to a nationally recognized independent accounting firm selected by Seller (the “Closing Net Working CapitalIndependent Accountant”). The Parties shall instruct the Independent Accountant to promptly review this Section 2.6 and to determine solely with respect to the disputed items and amounts so submitted whether and to what extent, and (iii) if any, the Indebtedness of the Company as of the Effective Time (the “Closing Indebtedness”). (b) If Representative disputes any amounts as shown on Purchase Price Adjustment set forth in the Closing StatementStatement requires adjustment. The Independent Accountant shall base its determination solely on written submissions by Buyer and Seller. As promptly as practicable, Representative shall deliver to Parent within but in no event later than thirty (30) days after receipt its retention, the Independent Accountant shall deliver to Buyer and Seller a report which sets forth its resolution of the disputed items and amounts and its calculation of the Purchase Price Adjustment; provided that the Independent Accountant 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 decision of the Independent Accountant shall be final and binding on the Parties. The costs and expenses of the Independent Accountant shall be allocated between the Parties based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Accountant. The Parties agree to execute, if requested by the Independent Accountant, a reasonable engagement letter, including customary indemnities in favor of the Independent Accountant. The Parties shall cooperate and shall furnish each other and, if applicable, the Independent Accountant, with such documents and other records that may be reasonably requested in connection with the preparation, review and final determination of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative Purchase Price Adjustment and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing matters addressed in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and Representative2.6. (ciii) PromptlyFor purposes of this Section 2.6(c), but no later than five (5) Business Days after the final determination thereof, if “Final Purchase Price Adjustment” means the Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount of the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunder.Adjustment:

Post-Closing Adjustment. (aA) Within ninety sixty (9060) days after the Closing Date, Parent Purchaser shall prepare and deliver to Representative a statement provide Sellers balance sheets of the Companies (the “Closing StatementPurchaser Determinations”) calculating which will constitute Purchaser’s determination of Net Book Value of the Companies (without duplication in the case of subsidiaries), computed in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) effective as of the Closing. If within thirty days following delivery of the Purchaser Determinations, Sellers have not given Purchaser notice of an objection to the Purchaser Determinations (such notice must contain a statement of the basis of Sellers’ objection), then the calculations of Net Book Value of the Companies reflected in the Purchaser Determinations will be final. If Sellers give notice of objection, then the issues in dispute will be submitted to Ernst & Young, LLP, certified public accountants (the “Accountants”), for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its subsidiaries (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) Purchaser and Sellers will each bear fifty percent (50%) of the fees of the Accountants for such determination. (B) In the event Net Book Value is less than Thirty-Eight Million and No/100 Dollars ($38,000,000.00) the Purchase Price (excluding shall be reduced dollar for dollar by any Earn-out Payments), (ii) deficiency. All payments will be made together with interest at the Net Working Capital as of the Effective Time (the “Closing Net Working Capital”), and (iii) the Indebtedness of the Company as of the Effective Time (the “Closing Indebtedness”). (b) If Representative disputes any amounts as shown Federal Funds rate beginning on the Closing Statement, Representative shall deliver to Parent within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution ending on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree date of payment. Payments must be made in immediately available funds. Payments to continue their efforts Purchaser must be made by wire transfer to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts bank account as finally proposed by Parent and RepresentativePurchaser will specify. (c) Promptly, but no later than five (5) Business Days after the final determination thereof, if the Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount of the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunder.

Post-Closing Adjustment. (a) Within ninety (90) days after the Closing Date, Parent Buyer shall prepare and deliver to Representative a statement (the “Closing Statement”) calculating Seller (i) a balance sheet showing the Purchase Price (excluding any Earn-out Payments), (ii) the Net Working Capital as of the Effective Time Closing Date (the “Closing Net Working CapitalDate Balance Sheet”), and (iiiii) a certificate setting forth (a) the Indebtedness of Closing Date Working Capital (calculated in accordance with the Company Closing Date Balance Sheet) and (b) the amount by which the Estimated Closing Working Capital exceeds, or is exceeded by, the Closing Date Working Capital. The Closing Date Balance Sheet shall be prepared in a manner consistent with GAAP. The Closing Date Balance Sheet shall be prepared in accordance with this Agreement by making appropriate adjustments to the items specified in Schedule 1.1(109), while maintaining consistency with the principles and methodologies as of the Effective Time (the “Closing Indebtedness”were used in preparing Schedule 1.1(109). (b) If Representative disputes any amounts as shown Buyer’s determination of Closing Date Working Capital shall become final and binding on the Parties thirty (30) days after delivery of the Closing StatementDate Balance Sheet by Buyer unless Seller objects in good faith to Buyer’s preparation of the Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writing, Representative stating in reasonable detail their objection thereto (the “Notice of Disagreement”). Following delivery of the Notice of Disagreement, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Working Capital, Closing Date Working Capital and the Notice of Disagreement. To the extent any portion of the calculation of the Closing Date Working Capital is not objected to in the Notice of Disagreement, such items portion shall deliver be deemed to Parent have been accepted by Seller. Seller and Buyer shall negotiate in good faith to resolve any objections noted in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after receipt the delivery of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation Notice of Disagreement, Seller and Buyer shall each submit such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject remaining disputes to the Dispute Independent Accounting Firm in a revised Notice shall be paid promptly pursuant to Section 2.11(c)of Disagreement which details the remaining outstanding disputes. If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then the Closing Statement prepared Seller and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to resolve such differences within a period of thirty (30) days after Representative has given all disputes as soon as practicable; provided, however, that the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties Independent Accountant shall be deemed instructed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement resolve all such disputes within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree submission of the disputes to continue their efforts to resolve such differences, Independent Accountant. The resolution of the Neutral disputes by the Independent Accountant shall resolve such differencesbe final, pursuant to an engagement agreement among Parentbinding on, Representative conclusive and non-appealable by the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided belowParties. The Neutral costs and expenses of the Independent Accountant shall only decide be allocated between Buyer and Seller in proportion to the specific items under dispute relative difference between (a) the Closing Date Working Capital calculated by Seller, as adjusted for the resolution of any disputes between the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative shall each be entitled prior to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Independent Accountant and (b) the Closing Date Working Capital as finally determined by the Independent Accountant. The Neutral Accountant’s Independent Accountant will only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination shall be based solely on such presentations of and supporting material provided by the Parties (i.e., and not on pursuant to any independent review) and on , nor shall the definitions and other terms included hereinIndependent Accountant allow the Parties to conduct any discovery. The Closing Statement determined In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination any Party or lesser than lowest value claimed for such disputed item by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and RepresentativeParty. (c) Promptly, but no later than five (5) Business Days after If the final determination thereof, if the Purchase Price (excluding any Earn-out Payments) set forth in the Final Estimated Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) Working Capital is less greater than the Closing ConsiderationDate Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b), then such difference shall be paid to the Parent in cash out Seller shall, within 5 days of the Escrow Account; providedClosing Date Working Capital becoming final and binding, howevermake payment by wire transfer to Buyer, that if in immediately available funds in the Escrow Account is insufficient to pay the Parent amount of such difference, each Seller shall pay its Pro Rata Share together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment. (d) If the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b) is greater than the Estimated Closing Working Capital, Buyer shall, within 5 days of the aggregate deficiency amount Closing Date Working Capital becoming final and binding, make payment by wire transfer to Seller, in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease immediately available funds in the issuance thereof will be equal to the amount of such difference, together with interest thereon at a rate of 2% per annum from the excess (in Closing Date to the case date of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunderpayment.

Post-Closing Adjustment. (ai) Within ninety As promptly as reasonably practicable, but in no event later than one hundred twenty (90120) calendar days after following the Closing Date, Parent shall prepare cause to be prepared in accordance with the Specified Accounting Principles and deliver delivered to the Shareholder Representative a statement (the “Closing Statement”) calculating (i) the Purchase Price (excluding any Earn-out Payments), (ii) the Net Working Capital as of the Effective Time (the “Closing Net Working Capital”), and (iii) the Indebtedness an unaudited consolidated balance sheet of the Company as of the Effective Time close of business on the day immediately prior to the Closing Date (the “Closing IndebtednessBalance Sheet”), together with a statement (the “Parent Closing Statement”) setting forth in reasonable detail Parent’s calculation of Closing Working Capital. (bii) If Representative disputes any amounts as shown on From and after the delivery of the Closing Balance Sheet and the Parent Closing Statement, Parent shall provide the Shareholder Representative and any accountants or advisors retained by the Shareholder Representative with reasonable access during normal business hours to the books and records of the Surviving Corporation for the purposes of: (A) enabling the Shareholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of Closing Working Capital; and (B) identifying any dispute related to the calculation of Closing Working Capital set forth in the Parent Closing Statement. (iii) If the Shareholder Representative disputes the calculation of Closing Working Capital set forth in the Parent Closing Statement, then the Shareholder Representative shall deliver to Parent within thirty (30) days after receipt of the Closing Statement a written notice (the a “Dispute Notice”) setting forth Representative’s calculation to Parent and the Escrow Agent during the thirty (30)-day period commencing upon receipt by the Shareholder Representative of such amount the Closing Balance Sheet and describing the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail detail, the principal basis for the determination dispute of such different amount. Any amounts not subject to calculation. (iv) If the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Shareholder Representative does not deliver a Dispute Notice to Parent within such thirty prior to the expiration of the Review Period, Parent’s calculation of Closing Working Capital set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Shareholder Representative and Equityholders for all purposes of this Agreement. (30v) day periodIf the Shareholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Closing Statement prepared Shareholder Representative and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period reach agreement on the calculation of thirty (30) days after Representative has given the Dispute NoticeClosing Working Capital. If the Parties resolve Shareholder Representative and Parent are unable to reach agreement on the calculation of Closing Working Capital within twenty (20) calendar days after the end of the Review Period, the Shareholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such differencesdispute to the San Jose, then California office of Deloitte & Touche LLP (such firm, or any successor thereto, being referred to herein as the Closing Statement agreed to “Designated Accounting Firm”) after such twentieth (20th) day. In connection with the resolution of any such dispute by the Parties shall be deemed to be the Final Closing Statement. If Designated Accounting Firm: (A) each of Parent and the Shareholder Representative do not reach shall have a final resolution on reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of Closing Statement Working Capital; (B) the Designated Accounting Firm shall determine Closing Working Capital in accordance with the Specified Accounting Principles within thirty (30) calendar days after of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Shareholder Representative, Parent and the Escrow Agent; and (C) the determination of Closing Working Capital made by the Designated Accounting Firm shall be final and binding on Parent, the Shareholder Representative has given and the Equityholders for all purposes of this Agreement, absent manifest error. In calculating Closing Working Capital, the Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such . The Expert Calculations (X) shall reflect in detail the differences, the Neutral Accountant shall resolve such differencesif any, pursuant to an engagement agreement among Parent, Representative between Closing Working Capital reflected therein and the Neutral Accountant (which Parent and Representative agree to execute promptly), Closing Working Capital set forth in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; , and the Parties shall use commercially reasonable efforts (Y) with respect to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination any specific discrepancy or disagreement, shall be based solely on such presentations of no greater than the Parties (i.e.higher amount calculated by Parent or the Shareholder Representative, not on independent review) as the case may be, and on no lower than the definitions and other terms included herein. The Closing Statement determined lower amount calculated by Parent or the Neutral Accountant shall be deemed to be Shareholder Representative as the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest errorcase may be. The fees and expenses of the Neutral Accountant Designated Accounting Firm shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed borne by Parent and Representative. (c) Promptly, but no later than five (5) Business Days after the final determination thereof, if the Purchase Price (excluding any Earn-out Payments) set forth Shareholder Representative in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal proportion to the amount by which their respective determinations of Closing Working Capital differed from the excess (in the case of item (i) of this subsection (c)) divided amount determined by the value of a Consideration Share hereunderDesignated Accounting Firm, as determined by the Designated Accounting Firm.

Post-Closing Adjustment. (a) Within ninety (90) days after the Closing Date, Parent shall prepare and deliver to Representative a statement (the “Closing Statement”) calculating (i) The Merger Consideration paid at Closing has been determined based on the Purchase Price (excluding any Earn-out Payments), (ii) the Net Working Capital as Company's estimate of the Effective Time net book value of the consolidated assets and liabilities of Target1, Target 2, Target 3 and Target4 related to the retail stores listed on Schedule 6.13 as set forth on Schedule 4.3 hereto (the “Closing Net Working Capital”), and (iii) the Indebtedness of the Company as of the Effective Time (the “Closing Indebtedness”"Opening Balance Sheet"). (bii) If Representative disputes any amounts As soon as shown on practicable after the Closing Statement, Representative shall deliver to Parent Date and in any event within thirty sixty (3060) days after receipt thereafter, the Company shall cause Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇, the independent public accountants of the Closing Statement Company, to prepare a notice post-closing report which shall set forth the actual net book value of the consolidated assets and liabilities of Target1, Target2, Target3 and Target4 contained in the Opening Balance Sheet, in substantially the same form as the Opening Balance Sheet (the “Dispute Notice”) setting forth Representative’s calculation of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c"Post-Closing Report"). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and Representative. (c) Promptly, but no later than five (5) Business Days after the final determination thereof, if the Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent in cash out of the Escrow Account; provided, however, that the net book value of goodwill shall be valued for all purposes under this Agreement at the value reflected in the Opening Balance Sheet. Such Post-Closing Report shall be prepared in accordance with generally accepted accounting principles consistently applied by the Company ("GAAP") (for the purposes of this paragraph, said Post-Closing Report shall not be deemed to have been prepared in accordance with GAAP if an adjustment thereto otherwise indicated by GAAP is not made on the Escrow Account is insufficient basis that the amounts involved are not material to pay the Post-Closing Report taken as a whole, unless any single such adjustment involves less than Two Thousand Five Hundred Dollars ($2,500) and all such adjustments in the aggregate involve less than Two Thousand Five Hundred Dollars ($2,500). Parent such difference, each Seller shall pay and its Pro Rata Share representatives may participate in the preparation of the aggregate deficiency amount Post-Closing Report. The Post-Closing Report shall be submitted to each of Parent and the Company for their approval, which shall not be unreasonably withheld, within 20 days following submission by the accountants. Parent and the Company shall each bear one-half of the costs incurred in cashconnection with the preparation of the Post-Closing Report and each of Parent and Company shall bear their respective expenses incurred in connection with their review of the Post-Closing Report. (iii) In the event that either or both of the Company and Parent shall object to the Post-Closing Report within the twenty (20) day period following submission thereof, Parent and the Company shall submit such dispute to independent accountants selected by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ ("Independent Accountants"). Any payments made Parent and the Company shall use their best efforts to cause the Independent Accountants to resolve any and all disputes regarding the Post-Closing Report as soon as is practicable, but in no event more than thirty (30) days following submission of such dispute to the Independent Accountants. The resolution of such dispute and the Post-Closing Report prepared by the Independent Accountants shall be binding upon the parties hereto, absent fraud or arithmetic error. The cost of such resolution and preparation shall be shared equally by the Company, on the one hand, and by Parent, on the other hand. (iv) Within five (5) business days after the preparation and approval of the Post-Closing Report pursuant to this Section 2.11 3.2, in the event that the Post-Closing Report shall establish a net book value for any of the items reflected in the Opening Balance Sheet (other than goodwill) of more or less than set forth in the Opening Balance Sheet (the "Adjustment"), and such Adjustment exceeds $250,000.00 in the aggregate, (X) the principal amount owing under the Note shall be treated as an adjustment to the Purchase Price increased or decreased, without further action by the Parties. For parties, by an amount equal to (1) the purposes hereof the number of Parent Shares to be issued Adjustment plus or any decrease in the issuance thereof will be minus (2) an amount equal to the interest actually paid or payable on the Adjustment during the period from the Closing Date to and including the date the Post-Closing Report is approved (the "Adjustment Amount"), and (Y) in the event the amount of any negative Adjustment is greater than the principal amount of the excess (Note, the Company shall pay to Parent in cash the difference between the Adjustment Amount and the principal amount of the Note and the Note shall be canceled and be of no further force or effect. The parties hereby agree that in the case event the principal amount of item (i) of the Note is increased or decreased pursuant to this subsection (c)) divided Section 3.2, the Note shall be surrendered by the value of Company to the Parent and a Consideration Share hereunderreplacement note, substantially in the same form as the Note, shall be executed and delivered in lieu thereof.

Post-Closing Adjustment. (a) Within ninety forty-five (9045) days after the Closing Date, Parent Seller shall prepare and deliver to Representative a statement (the “Closing Statement”) calculating Purchaser (i) an unaudited consolidated balance sheet of the Purchase Price Acquired Company and the Subsidiaries dated as of the close of business on the Closing Date (excluding any Earn-out Payments), the "Closing Balance Sheet") showing the Net Worth of the Acquired Company and the Subsidiaries at the Closing Date (the "Preliminary Net Worth Amount") and (ii) a schedule (the Net Working Capital as "Closing Debt Schedule") of the Effective Time amount of Long Term Debt at the Closing Date (the “"Preliminary Debt Amount"). The Closing Net Working Capital”)Balance Sheet shall be prepared in accordance with the definitions and procedures set forth on the Post-Closing Adjustment Schedule. In connection with the preparation of the Closing Balance Sheet and the Closing Debt Schedule, Purchaser shall give, and (iii) shall cause the Indebtedness Acquired Company and its representatives to give, to Seller and its representatives full access at all reasonable times to the books, records and other materials of the Acquired Company and the Subsidiaries and the personnel of, and work papers prepared by or for Purchaser, the Acquired Company and the Subsidiaries or their respective accountants, including, without limitation, to such historical financial information relating to the Acquired Company and the Subsidiaries as Seller may reasonably request in order to permit the timely preparation and delivery of the Effective Time (Closing Balance Sheet and the “Closing Indebtedness”Debt Schedule in accordance with this Section 1.05(a). (b) If Representative disputes any amounts as shown Upon receipt of the Closing Balance Sheet and the Closing Debt Schedule, Purchaser shall have thirty (30) days (the "Review Period") to review such Closing Balance Sheet and the Closing Debt Schedule and related computations of the Net Worth of the Acquired Company and the Subsidiaries and the Closing Debt on the Closing StatementDate. If Purchaser has accepted such Closing Balance Sheet Closing Debt Schedule in writing or has not given written notice to Seller setting forth in reasonable detail any objection of Purchaser to such Closing Balance Sheet or Closing Debt Schedule(a "Statement of Objections") prior to the expiration of the Review Period, Representative then such Closing Balance Sheet and Closing Debt Schedule shall deliver be final and binding upon the parties, and the Preliminary Net Worth Amount shall be deemed the Net Worth amount of the Acquired Company and the Subsidiaries as of the Closing Date (the "Final Net Worth Amount") and the Preliminary Debt Amount shall be deemed to Parent be the amount of Long Term Debt as of the Closing Date (the "Final Debt Amount"). In addition, to the extent any portion of the Closing Balance Sheet or of the calculation of the Preliminary Net Worth Amount, of the Closing Debt Schedule or of the calculation of the Preliminary Debt Amount shall not be expressly objected to in the Statement of Objections, such matters shall be deemed to have been accepted and approved by Purchaser and shall be final and binding upon the parties for purposes hereof. In the event that Purchaser delivers a Statement of Objections during the Review Period, Purchaser and Seller shall use their commercially reasonable efforts to agree on the amount of Net Worth of the Acquired Company and the Subsidiaries on the Closing Date within thirty (30) days after following the receipt by Seller of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c)Objections. If Representative does not deliver a Dispute Notice the parties are unable to Parent reach an agreement as to such amounts within such thirty (30) day period, then the Closing Statement prepared and delivered by Parent matter shall be deemed submitted to Deloitte & Touche LLP, or such other accountant as shall be mutually agreed between the “parties hereto (such accountant, the "Settlement Accountant"), who shall determine the matters still in dispute and adjust the Closing Balance Sheet to reflect such determination and establish the Final Net Worth Amount and adjust the Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given Debt Schedule and establish the Dispute NoticeFinal Debt Amount. If issues in dispute are submitted to the Parties resolve Settlement Accountant for resolution, each party will furnish to the Settlement Accountant such differenceswork papers and other documents and information relating to the disputed issues as the Settlement Accountant may request, then and will be afforded the Closing Statement agreed opportunity to present to the Settlement Accountant any material relating to the resolution of the disputed items and to discuss the resolution of the disputed items with the Settlement Accountant; provided, that no party shall have any ex parte discussions with the Settlement Accountant (other than after reasonable notice to the other party and such party's refusal or failure to participate). The Settlement Accountant will be instructed in performing the review that Purchaser and Seller will each be provided with copies of any and all correspondence and drafts distributed to any party, and Purchaser and Seller will be granted access to information contained in the documents made available to the Settlement Accountant by the Parties other party. The Settlement Accountant shall be deemed to be the Final Closing Statement. If Parent determine only those matters in dispute (and Representative do not reach a final resolution based solely on the Closing Statement materials and other information presented by Seller and Purchaser and not by independent investigation). The Settlement Accountant shall make its determination within thirty (30) days after Representative has given (or as soon as practicable thereafter if the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, Settlement Accountant notifies the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative shall each be entitled parties that it requires additional time to make a presentation such determination) following the submission of the matter to the Neutral AccountantSettlement Accountant for resolution, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive final and binding upon Purchaser and Seller. Purchaser and Seller will each bear fifty percent (50%) of the Partiesfees, absent Fraud or manifest error. The fees charges and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Settlement Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and Representative. (c) Promptly, but no later than five (5) Business Days after In the final determination thereof, if the Purchase Price (excluding any Earn-out Payments) set forth in event that the Final Closing Statement: (i) exceeds Net Worth Amount is greater than the Closing ConsiderationTarget Net Worth Amount, Parent shall pay such excess amount is referred to Sellers in herein as the form of Parent Shares; or "Excess Net Worth Amount". (iid) In the event that the Final Net Worth Amount is less than the Closing ConsiderationTarget Net Worth Amount, then such difference shall be paid deficiency is referred to herein as the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount of the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunder"Net Worth Deficiency".

Post-Closing Adjustment. (a) Within As soon as practicable after the Closing, but no later than ninety (90) days after the Closing Datedelivery of the financial Books and Records pursuant to Section 2.04(d) which will enable Purchaser to perform said calculation, Parent Purchaser shall prepare determine the actual adjustment to the Base Purchase Price, pursuant to Section 2.02(b). Sellers and deliver Purchaser shall cooperate and provide each other access to Representative a statement their respective books and records (and those of the Companies) as are reasonably requested in connection with the matters addressed in this Section 2.06. Purchaser shall provide Sellers with written notice of such determination, along with reasonable supporting information (the “Post-Closing Statement”) calculating (i) the Purchase Price (excluding any Earn-out Payments), (ii) the Net Working Capital as of the Effective Time (the “Closing Net Working Capital”), and (iii) the Indebtedness of the Company as of the Effective Time (the “Closing IndebtednessAdjustment”). (b) If Representative disputes Sellers object to any amounts as shown determinations set forth in the Post-Closing Adjustment, then Sellers shall provide Purchaser written notice thereof within ten (10) Business Days after receiving the Post-Closing Adjustment, together with a reasonably detailed explanation of the nature and bases of such objections. If Sellers and Purchaser are unable to agree on the Closing Statementadjustment to the Base Purchase Price, Representative shall deliver pursuant to Parent Section 2.02(b) within thirty (30) days after Purchaser’s receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject Sellers’ objection to the Dispute Notice Post-Closing Adjustment, Purchaser and Sellers shall be paid promptly pursuant refer such dispute to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then the Closing Statement prepared and delivered by Parent Independent Accounting Firm which firm shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach make a final resolution and binding determination as to all such matters in dispute relating to adjustment to the Base Purchase Price (and only such matters) on a timely basis and promptly shall notify Purchaser and such Sellers in writing of its resolution. Such firm shall not have the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree power to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms modify or amend any term or provision of this Agreement. Parent Each of Purchaser and Representative Sellers shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative bear and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination pay one-half of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions fees and other terms included herein. The Closing Statement determined costs charged by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and Representativeaccounting firm. (c) PromptlyIf the Base Purchase Price pursuant to Section 2.02(a), but no later as adjusted, using such actual values (as agreed or determined by the Independent Accounting Firm) (the “Final Purchase Price”) is greater than the Estimated Purchase Price, then Purchaser shall pay Sellers within five (5) Business Days after such actual values are agreed or determined, by wire transfer of immediately available funds, an amount equal to the final determination thereof, if difference between the Final Purchase Price (excluding any Earn-out Payments) set forth in and the Estimated Purchase Price plus interest thereon at the Interest Rate from the Closing Date through and including the date of such payment. If the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) Purchase Price is less than the Closing ConsiderationEstimated Purchase Price, then such difference shall be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller Sellers shall pay its Pro Rata Share Purchaser within five (5) Business Days after such actual values are agreed or determined, by wire transfer of the aggregate deficiency immediately available funds, an amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount difference between the Estimated Purchase Price and the Final Purchase Price plus interest thereon at the Interest Rate from the Closing Date through and including the date of such payment. In each case, the excess recipient Party or Parties, as applicable, shall designate the account or accounts to which such payments are to be made at least two (in 2) Business Days prior to the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunderdate such payments are due.

Post-Closing Adjustment. (a) Within ninety (90) days Promptly after the Closing Date, Parent and in any event not later than twenty (20) days following the Closing Date, Seller shall prepare and deliver to Representative Purchaser a statement (the “Post-Closing Statement”), setting forth Seller’s good faith calculation of (i) calculating Closing Working Capital, (ii) Closing Indebtedness, (iii) Transaction Expenses, (iv) Closing Cash, and (v) the resulting calculation of the Purchase Price, together with reasonable supporting detail and documentation. The Post-Closing Statement shall be accompanied by a certificate of an executive officer of Seller stating that the Post-Closing Statement has been prepared in accordance with this Agreement, including the Accounting Principles (to the extent applicable) and the definitions set forth herein. Purchaser shall give Seller and its Representatives reasonable access, upon reasonable notice and during normal business hours, to the premises, books and records, and appropriate personnel of the Business, the Conveyed Companies and Purchaser for purposes of the preparation of the Post-Closing Statement in accordance with this Section 2.4(a), and Purchaser shall instruct its personnel (including the Transferred Employees) and Representatives to reasonably cooperate with, and promptly and completely respond to all reasonable requests and inquiries of, Seller and its Representatives. Upon execution of a customary access letter if required by the applicable Party’s outside accountants, each Party and its Representatives shall have reasonable access, upon reasonable notice and during normal business hours, to all relevant work papers, schedules, memoranda and other documents prepared by the other Party or its Representatives (including its outside accountants) to the extent related to the calculation of the Closing Working Capital, Closing Cash, Closing Indebtedness and/or Transaction Expenses in any respect. Following delivery of the Post-Closing Statement, Seller shall afford Purchaser and its Representatives reasonable access, upon reasonable notice and during normal business hours, to Sellers’ and its Affiliates’ appropriate personnel involved in the preparation of the Post-Closing Statement. (b) Purchaser and Purchaser’s accountants and financial and other advisors may make inquiries of Seller and/or Seller’s accountants regarding questions concerning or disagreements with the Post-Closing Statement arising in the course of Purchaser’s review, and Seller shall instruct its personnel and Representatives to reasonably cooperate with, and promptly and completely respond to all reasonable requests and inquiries of, Purchaser and its Representatives. Purchaser shall complete its review of the Post-Closing Statement within seventy-five (75) days after the delivery thereof to Purchaser. In no event later than the conclusion of such seventy-five (75) day period, Purchaser may submit to Seller a letter regarding its concurrence or disagreement with the accuracy of the Post-Closing Statement; provided that any such letter must specify (i) the Purchase Price (excluding any Earnitems of the Post-out Payments)Closing Statement with which Purchaser disagrees, (ii) the Net Working Capital as of adjustments that Purchaser proposes to be made to the Effective Time Post-Closing Statement (the each, a “Closing Net Working CapitalDisputed Item”), ) and (iii) the Indebtedness specific amount of the Company as of the Effective Time such disagreement and all reasonable supporting detail and documentation and calculations (the “Closing IndebtednessPurchaser Objection Statement”). (b) If Representative disputes any amounts as shown on ; and provided, further, that Purchaser may only disagree with the Closing Statement, Representative shall deliver to Parent within thirty (30) days after receipt of the Post-Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant extent Purchaser claims Seller did not prepare the Post-Closing Statement in a manner consistent with the Accounting Principles (to Section 2.11(cthe extent applicable) or the terms of this Agreement (including the definitions set forth herein). If Representative Purchaser does not deliver a Dispute Notice to Parent within Purchaser Objection Statement before the conclusion of such thirty seventy-five (3075) day period, then the Post-Closing Statement prepared shall be final and delivered by Parent binding upon the Parties and Purchaser shall be deemed to be have agreed with all items and amounts contained in the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Post-Closing Statement. If Parent Purchaser does deliver a Purchaser Objection Statement, following such delivery, Seller and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts Purchaser shall attempt in good faith to resolve such differences, promptly any disagreement as to the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), computation of any item in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Post-Closing Statement; and the Parties shall use commercially reasonable efforts . Any items as to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant which there is no disagreement shall be deemed to be the Final Closing Statementagreed. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the If a resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; such disagreement has not been effected within ten (10) days (or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts longer, as finally proposed by Parent and Representative. (c) Promptly, but no later than five (5) Business Days after the final determination thereof, if the Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price mutually agreed by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount ) after delivery of the excess (in Purchaser Objection Statement, then Seller and Purchaser shall execute a customary engagement letter with the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunder.Accountant and submit any unresolved Disputed

Post-Closing Adjustment. (a) Within ninety (90) 90 days after the Closing DateEffective Time, Parent DPRC shall prepare and deliver cause DPRC's Auditor to Representative a statement (compute the “Closing Statement”) calculating (i) the Purchase Price (excluding any Earn-out Payments), (ii) the Net amount of Computec Adjusted Working Capital as of at the Effective Time (and Computec Adjusted Net Worth at the “Closing Net Working Capital”)Effective Time, and (iii) DPRC shall provide to the Indebtedness Shareholders and Shareholder's Auditor, for their review and approval, DPRC's Auditor's computations and working papers reflecting how such computations were made. If the Shareholders or Shareholder's Auditor have any objections to the computation of the Company as of Computec Adjusted Working Capital at the Effective Time (or Computec Adjusted Net Worth at the “Closing Indebtedness”)Effective Time, they will deliver detailed statements describing their objections to DPRC within 30 days after receiving DPRC's Auditor's computations and working papers reflecting how such computations were made. The parties will use their reasonable efforts to resolve any such objections. If, however, the parties do not obtain final resolution of this matter within 30 days after DPRC has received the statements of objections, the dispute shall be referred to the Accountant within 15 days following such 30-day period. The Accountant's determination of the amount of Computec Adjusted Working Capital at the Effective Time and Computec Adjusted Net Worth at the Effective Time shall be rendered by the Accountant in a writing setting forth in reasonable specificity the reasons for each conclusion reached in its decision. The Accountant's determination shall be binding upon all parties. However, in the event that the decision of the Accountant is clearly erroneous, as determined in accordance with applicable procedures set forth in Section 11.3, below, then the decision of the Accountant may be vacated or corrected in the same manner as provided for in California Code of Civil Procedure Sections 1286.2 or 1286.6 for any such error. DPRC and the Shareholders shall use their best efforts, and shall cause DPRC's Auditor and Shareholder's Auditor, respectively, to aid the Accountant in reaching a decision within 30 days from the date the dispute is tendered to the Accountant. DPRC and the Shareholders will share responsibility for the fees and expenses of the Accountant based on the degree to which the Accountant accepts the respective positions of the parties, as conclusively determined by the Accountant. (b) If Representative disputes any amounts as shown on either Computec Adjusted Working Capital at the Closing StatementEffective Time is less than $2.5 million, Representative or Computec Adjusted Net Worth at the Effective Time is less than $2.6 million, then, in such event, the Lancashires, jointly and severally, shall deliver pay to Parent DPRC within thirty (30) 10 business days after receipt of such determination a cash amount equal to the greater of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: following: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for The difference between $2.5 million and Computec Adjusted Working Capital at the resolution of differences between Parent and Representative regarding the determination of the Final Closing StatementEffective Time; or and (ii) resolve any such differences by making an adjustment to The difference between $2.6 million and Computec Adjusted Net Worth at the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and RepresentativeEffective Time. (c) PromptlyIf, but no later however, each of Computec Adjusted Working Capital at the Effective Time is more than five $3.3 million, or Computec Adjusted Net Worth at the Effective Time is more than $3.7 million, then, in such event, Purchaser shall pay to the Shareholders within 10 business days of such determination a cash amount equal to one-half (51/2) Business Days after of the final determination thereof, if greater of the Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: following: (i) exceeds The difference between $3.3 million and Computec Adjusted Working Capital at the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent SharesEffective Time; or and (ii) is less than The difference between $3.7 million and Computec Adjusted Net Worth at the Closing Consideration, then such difference shall be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount of the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunderEffective Time.

Post-Closing Adjustment. (a) Within ninety seventy-five (9075) days after the Closing Date, Parent Buyer shall prepare and deliver to Seller Representative a written statement (the “Closing Buyer Statement”) calculating (i) the Purchase Price (excluding any Earn-out Payments)setting forth, (ii) the Net Working Capital as in reasonable detail and with reasonable supporting information, Buyer’s calculation of the Effective Time (Closing Cash Consideration, including the “Closing Net Working Capital”), and (iii) the Indebtedness Buyer’s calculation of the Company as Closing Adjustment Amount and the components thereof. Buyer shall prepare the Buyer Statement in good faith and in a manner consistent with the terms of (including the Effective Time (the “Closing Indebtedness”)definitions contained in) this Agreement. (b) If Representative disputes any amounts as shown on the Closing Statement, Seller Representative shall deliver to Parent within have thirty (30) days after receipt from the date on which the Buyer Statement is delivered to Seller Representative (the “Review Period”) to review the Buyer Statement. Unless Seller Representative delivers written notice to the Buyer prior to 5:00 p.m. New York City time on the last day of the Closing Statement a notice Review Period that it objects to any item or items shown or reflected in the Buyer Statement, and specifying in reasonable detail the item or items to which it objects and reasons therefor (such item or items, the “Disputed Items” and, such notice, the “Dispute Notice”) setting forth Representative’s calculation of such amount and describing in reasonable detail ), then the basis for the determination of such different amount. Any amounts not subject to the Dispute Notice Buyer Statement shall be paid promptly pursuant to Section 2.11(c)deemed accepted by Sellers for all purposes of this Agreement. If In the event that the Seller Representative does not deliver delivers a Dispute Notice prior to Parent within such thirty (30) 5:00 p.m. New York City time on the last day periodof the Review Period, then the Closing Statement prepared Seller Representative and delivered by Parent Buyer shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts attempt in good faith to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differenceseach Disputed Item, then the Closing Statement and any resolution agreed to by the Parties them in writing shall be deemed final, binding and conclusive for all purposes of determining the payments in Section 2.4(c). In the event that, for any reason, Seller Representative and Buyer are unable to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement resolve in writing each Disputed Item within thirty fifteen (3015) days after (or such longer period as Seller Representative has given and Buyer may agree in writing) following the delivery of the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties will then retain the New York, New York office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the “Disputed ItemsIndependent Accountant”), solely in accordance with the terms of this Agreement. Parent and Representative each unresolved Disputed Item shall each be entitled to make a presentation referred to the Neutral Independent Accountant. If any Disputed Item is referred to the Independent Accountant, pursuant to procedures to be agreed to among Parenteach of Buyer, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; one hand, and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth Seller Representative, on the Closing Statement other hand, shall prepare separate written reports of each such Disputed Item and deliver such reports to the Independent Accountant within twenty (20) days after the engagement of date the Neutral AccountantIndependent Accountant is retained. The Neutral Accountant’s determination shall be based solely on such presentations Each of the Parties shall use their respective commercially reasonable efforts to cause the Independent Accountant, acting as an expert, as soon as practicable and in any event, barring exceptional circumstances, within thirty (i.e.30) days after receiving such written reports, not on independent review) and on to determine the definitions and other terms included herein. The Closing Statement determined by manner in which the Neutral Accountant Disputed Items shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and Representative. (c) Promptly, but no later than five (5) Business Days after the final determination thereof, if the Purchase Price (excluding any Earn-out Payments) set forth treated in the Final Closing Buyer Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay dollar amount of each Disputed Item shall be determined within the Parent such differencerange of dollar amounts proposed by the Buyer, each on the one hand, and Seller shall pay its Pro Rata Share Representative, on the other hand. The Parties acknowledge and agree that (i) the review by and determination of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 Independent Accountant shall be treated as an adjustment limited only to the Purchase Price Disputed Items contained in the reports prepared and submitted to the Independent Accountant by the Parties and (ii) the determinations by the Independent Accountant shall be based solely on (1) such reports submitted by the Parties and the basis for their respective positions and (2) the terms of (including the definitions contained in) this Agreement. None of the Parties shall authorize the Independent Accountant to modify or amend any term or provision of this Agreement or modify items previously agreed in writing between the Parties. For Each of Buyer and Seller Representative shall (A) enter into an engagement letter with the purposes hereof Independent Accountant containing customary terms and conditions for this type of engagement and (B) use their respective commercially reasonable efforts to cooperate with and provide information and documentation, including work papers, to assist the number of Parent Shares Independent Accountant. Any such information or documentation provided by Buyer or Seller Representative to the Independent Accountant shall be issued or any decrease concurrently delivered to such other Party, subject, in the issuance thereof will case of independent accountant work papers, to such other Party entering into a customary confidentiality and release agreement with respect thereto. Neither Party shall disclose to the Independent Accountant, and the Independent Accountant shall not consider for any purposes, any settlement discussions or settlement offers made by any of the Parties with respect to any Disputed Item. The determinations by the Independent Accountant as to the Disputed Items shall be equal in writing and shall be an expert determination that is final, binding and conclusive for all purposes of determining the adjustments in Section 2.4(c), if any, and such determination may be entered and enforced in any court of competent jurisdiction. The costs and expenses of the Independent Accountant shall be allocated between Buyer, on the one hand, and Sellers, on the other hand, based on the percentage which the portion of all Disputed Items submitted to the Independent Accountant that are not resolved in favor of Seller Representative bears to the amount of all Disputed Items submitted to the excess Independent Accountant. As an illustrative example, if Disputed Items asserting that the Closing Cash Consideration should be increased by $1,000 are submitted to the Independent Accountant, and the Independent Accountant finally determines that the Closing Cash Consideration should be increased by $300, then the costs and expenses of the Independent Accountant shall be allocated 70% (in the case of item i.e., $700/$1000) to Seller Representative and 30% (ii.e., $300/$1,000) of this subsection (c)) divided by the value of a Consideration Share hereunderto Buyer.

Post-Closing Adjustment. (a) Within As soon as practicable, and in any event within ninety (90) days after following the Closing Date, Parent Purchaser shall prepare prepare, or cause to be prepared (in good faith and in accordance with this Agreement), and deliver to Representative Seller and Life Reinsurer: (1) the Preliminary Final Balance Sheet; (2) the Preliminary Final EB Volume Adjustment Schedule and the Preliminary Final NB Volume Adjustment Schedule; and (3) a statement setting forth a reasonably detailed calculation of (the “Closing Statement”) calculating (iA) the Purchase Price Preliminary Final Adjusted Capital and Surplus of the Company, as derived from the Preliminary Final Balance Sheet in accordance with the Form of Capital and Surplus Worksheet, (excluding any Earn-out PaymentsB) the Preliminary Final EB Volume Adjustment Amount as set forth on the Preliminary Final EB Volume Adjustment Schedule and (C) the Preliminary Final NB Volume Adjustment Amount as set forth on the Preliminary Final NB Volume Adjustment Schedule (collectively with the materials described in Section 2.6(a)(1), (ii2) the Net Working Capital as of the Effective Time and (3), the “Closing Net Working Capital”), and (iii) the Indebtedness of the Company as of the Effective Time (the “Closing IndebtednessPurchase Price Adjustment Materials”). (b) If Representative disputes In connection with Purchaser’s preparation of the Purchase Price Adjustment Materials, to the extent that Purchaser does not have all relevant information in its possession, Seller shall provide to Purchaser, Life Reinsurer and their respective Representatives full access to the books and records of Seller and to any amounts other information, including work papers of its accountants (subject to execution by Purchaser, Life Reinsurer and/or their respective Representatives, as shown applicable, of a customary hold-harmless agreement in form and substance reasonably acceptable to such accountants), and to any employees during regular business hours and on reasonable advance notice, in each case, to the Closing Statement, Representative shall deliver to Parent within extent reasonably necessary for Purchaser’s preparation of the Purchase Price Adjustment Materials. (c) Within thirty (30) days after following its receipt of the Closing Statement a notice Purchase Price Adjustment Materials from Purchaser (the “Dispute NoticeReview Period”), Seller shall either (1) setting notify Purchaser and Life Reinsurer in writing of its agreement with the Purchase Price Adjustment Materials and the calculations set forth Representativetherein (“Notice of Agreement”); or (2) if Seller determines that any of the Purchase Price Adjustment Materials or the calculations reflected therein have not been prepared on the basis set forth in Section 2.6(a) or contains or reflects mathematical errors, inform Purchaser and Life Reinsurer in writing of its objection (the “Seller’s Objection”), which notice shall set forth in reasonable detail a description of the basis of the Seller’s Objection and the adjustments to such Purchase Price Adjustment Materials or the calculations reflected therein that Seller requests be made. Purchaser shall, following the Closing Date through the date that the Purchase Price Adjustment Materials become the Final Purchase Price Adjustment Materials in accordance with the penultimate sentence of Section 2.6(e), take all actions necessary or desirable to maintain and preserve all accounting books, records, policies and procedures on which the Purchase Price Adjustment Materials are based or on which the Final Purchase Price Adjustment Materials are to be based so as not to impede or delay the determination of the Purchase Price Adjustment Materials or the preparation of the Seller’s Objection or the Final Purchase Price Adjustment Materials in the manner and utilizing the methods permitted by this Agreement. Upon receipt by Purchaser and Life Reinsurer of a Notice of Agreement from Seller or if no Seller’s Objection is received by Purchaser and Life Reinsurer prior to the expiration of the Review Period, the Purchase Price Adjustment Materials, Purchaser’s calculation of such amount the Preliminary Final Adjusted Capital and describing in reasonable detail Surplus, the basis for Preliminary Final EB Volume Adjustment Amount and the determination of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then the Closing Statement prepared and delivered by Parent Preliminary Final NB Volume Adjustment Amount shall be deemed to be have been accepted by Seller and will become final and binding upon the “Final Closing StatementParties in accordance with the penultimate sentence of Section 2.6(e).” The Parties (d) If Seller timely delivers a Seller’s Objection to Purchaser and Life Reinsurer, Purchaser and Life Reinsurer shall use commercially reasonable efforts to resolve such differences within a period of have thirty (30) days after Representative has given from the Dispute Noticedate of such delivery to review and respond to Seller’s Objection (the “Consultation Period”). The Parties shall use reasonable, good faith efforts to resolve any disagreements that they may have with respect to the matters set forth in the Seller’s Objection. If the Parties are unable to resolve such differencesall of their disagreements with respect to the matters set forth in the Seller’s Objection within ten (10) Business Days following the expiration of the Consultation Period, then the Closing Statement agreed Parties shall submit all matters that remain in dispute with respect to by the Seller’s Objection (along with a copy of the Purchase Price Adjustment Materials and Purchaser’s calculation of the amounts set forth therein, marked to indicate those line items that are still in dispute) to Ernst & Young, LLP, or another internationally recognized firm of independent certified public accountants with appropriate actuarial expertise as to which the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed CPA Firm”), which shall, acting as an expert and not as an arbitrator, make a final determination, on the basis of the standard set forth in Section 2.6(a) hereof, and only with respect to any remaining differences submitted to the CPA Firm, in accordance with this Section 2.6(d), of the appropriate amount of each line item in the Purchase Price Adjustment Materials and Purchaser’s calculation of the amounts set forth therein as to which the Parties disagree (such items that remain in dispute, the “Unresolved Items”). (e) The Parties shall instruct the CPA Firm to deliver its written determination to Purchaser, solely Life Reinsurer and Seller no later than fifteen (15) Business Days after the Unresolved Items are referred to the CPA Firm. The CPA Firm’s determination shall include a certification that it reached such determination in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent reviewSection 2.6(e) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or clear and manifest error. The fees and expenses With respect to each Unresolved Item, the CPA Firm’s determination, if not in accordance with the position of either Seller or Purchaser, shall not be more favorable to Seller than the amounts advocated by Seller in the Seller’s Objection or more favorable to Purchaser than the amounts advocated by Purchaser in the Purchase Price Adjustment Materials or Purchaser’s calculations of the Neutral Accountant shall be paid by amounts set forth therein with respect to such disputed line item and/or calculation. For the Party whose avoidance of doubt, (1) the CPA Firm’s review of the Purchase Price Adjustment Materials and Purchaser’s calculation of the Closing Net Working Capital is farther from amounts set forth therein shall be limited to a determination of whether such documents and calculations were prepared in accordance with Section 2.6(a), and (2) the Neutral Accountant’s calculation thereof. Nothing in CPA Firm shall not review any line items or make any determination with respect to any matters other than the Unresolved Items that were referred to the CPA Firm for resolution pursuant to this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent 2.6(e). The Purchase Price Adjustment Materials and Representative regarding the determination of the Final Closing Statement; amounts set forth therein that are final and binding on the Parties, as determined either through (A) Seller’s delivery of a Notice of Agreement pursuant to Section 2.6(c), (B) Seller’s failure to deliver Seller’s Objection prior to expiration of the Review Period pursuant to Section 2.6(c), (C) agreement by the Parties during the Consultation Period or (iiD) resolve any such differences by making an adjustment the determination of the CPA Firm pursuant to this Section 2.6(e) are referred to herein as the “Final Purchase Price Adjustment Materials”, “Final Balance Sheet”, “Final Adjusted Capital and Surplus”, “Final EB Volume Adjustment Schedule”, “Final EB Volume Adjustment Amount”, “Final NB Volume Adjustment Schedule” and “Final NB Volume Adjustment Amount”, as the case may be. For the avoidance of doubt and notwithstanding anything in this Agreement to the Closing Statement contrary, the Parties acknowledge and agree that is outside from and after the Closing, the resolution process set forth in this Section 2.6 shall be the sole remedy of the range defined by amounts as finally proposed by Parent Parties with respect to all matters and Representative. (c) Promptly, but no later than five (5) Business Days after the final determination thereof, if calculations expressly included in the Purchase Price (excluding any Earn-out Payments) set forth in Adjustment Materials and the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay Balance Sheet and that such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent in cash out resolution process forecloses any right of the Escrow AccountParties to indemnification pursuant to Article 7 with respect to such matters; provided, however, that if the Escrow Account is insufficient to pay facts and circumstances underlying the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease matters determined in the issuance thereof will resolution process may be equal to the amount of the excess (considered in the case of item (i) of this subsection (c)) divided by the value determining whether any breach of a Consideration Share hereunderrepresentation or warranty made hereunder has occurred; provided, further, that any resulting indemnification claim made under Article 7 shall not result in a duplication of recoveries.

Post-Closing Adjustment. (a) Within ninety (90) days after following the Closing Date, Parent Buyer shall, or shall cause the Company to, prepare and deliver to Representative Seller a statement (the “Closing Statement”) calculating (i) the Purchase Price (excluding any Earn-out Payments), (ii) the Net Working Capital as setting forth its calculation of the Effective Time (the “Closing Net Working Capital”), Cash Consideration and (iii) the Indebtedness each of the Company as of the Effective Time (the “Closing Indebtedness”). (b) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Parent within thirty (30) days after receipt of the components thereof. The Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely good faith in accordance with the terms of this Agreement, including, as applicable, the Accounting Principles, and the books and records of the Company and its Subsidiaries. Parent During the thirty (30) days immediately following Seller’s receipt of the Closing Statement, the Company shall provide Seller and Representative shall each be entitled to make a presentation its representatives with reasonable access, during normal business hours and after reasonable advance notice, to the Neutral Accountantbooks and records of the Company for purposes of their review of the Closing Statement. The Closing Statement and the resulting calculation of the Cash Consideration shall become final and binding upon the parties hereto thirty (30) days following Seller’s receipt thereof unless Seller delivers written notice of its disagreement (a “Notice of Disagreement”) to Buyer prior to such date; provided that the Closing Statement and the resulting calculation of the Cash Consideration shall become final and binding upon the parties upon Seller’s delivery, prior to the expiration of the thirty (30) day period, of written notice to Buyer of its acceptance of the Closing Statement. Any Notice of Disagreement delivered pursuant to procedures this Section 1.5(a) shall specify in reasonable detail the nature and amount of any disagreement so asserted and attach documentation supporting Seller’s calculations. (b) If a timely Notice of Disagreement is delivered by Seller, then the Closing Statement (as revised in accordance with this Section 1.5(b)) and the resulting calculation of the Cash Consideration shall become final and binding upon the parties on the earlier of (i) the date any and all matters specified in the Notice of Disagreement are finally resolved in writing by ▇▇▇▇▇ and Seller and (ii) the date any and all matters specified in the Notice of Disagreement not resolved by Buyer and Seller are finally resolved in writing by the Arbiter (as defined below). The Closing Statement shall be revised to be the extent necessary to reflect any resolution agreed to among Parent, Representative by ▇▇▇▇▇ and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures Seller or any final resolution determined by the Neutral AccountantArbiter in accordance with this Section 1.5. During the thirty (30) days immediately following the delivery of a Notice of Disagreement or such longer period as Buyer and Seller may agree in writing, Buyer and Seller may attempt to resolve any differences which they may have with respect to any matter specified in the Notice of Disagreement, and all such discussions related thereto (unless otherwise agreed by ▇▇▇▇▇ and Seller) shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar Law. At the end of such thirty (30) day period (or such longer period as Buyer and Seller may agree in writing), regarding Buyer and Seller shall submit any and all matters (but only such Party’s matters) which remain in dispute and which were properly included in the Notice of Disagreement to a nationally-recognized independent accounting firm that is mutually selected by ▇▇▇▇▇ and Seller (the “Arbiter”) for review and resolution. Buyer and Seller shall instruct the Arbiter to, and the Arbiter, acting as an expert and not an arbitrator, shall make a final determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on items included in the Closing Statement within twenty (20to the extent such amounts are in dispute) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of written submissions by ▇▇▇▇▇ and Seller and in accordance with the Parties guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review) ). Buyer and Seller shall cooperate with the Arbiter during the term of its engagement. Buyer and Seller shall instruct the Arbiter not to, and the Arbiter shall not, assign a value to any item in dispute greater than the greatest value for such item assigned by Buyer, on the definitions and one hand, or Seller, on the other terms included hereinhand, or less than the smallest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand. The Closing Statement determined and the resulting calculation of the Cash Consideration shall become final and binding on the parties hereto, if not already mutually agreed by ▇▇▇▇▇ and Seller, on the Neutral Accountant date the Arbiter delivers its final determination in writing to Buyer and Seller (which final determination shall be deemed requested by ▇▇▇▇▇ and Seller to be the Final Closing Statement. Such delivered not more than thirty (30) days following submission of such disputed matters), and such final determination by the Neutral Accountant Arbiter shall not be conclusive and binding upon the Parties, absent Fraud subject to court review or manifest errorotherwise appealable. The fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in Arbiter pursuant to this Section 2.11(b1.5(b) shall be construed to authorize or permit borne by the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for Company, on the resolution of differences between Parent one hand, and Representative regarding Seller, on the determination other hand, based upon the percentage which the aggregate portion of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment contested amount not awarded to Buyer and Seller, respectively, bears to the Closing Statement that aggregate amount actually contested by such party. For example, if Seller claims the Cash Consideration is outside $1,000 greater than the amount determined by Buyer, and ▇▇▇▇▇ contests only $500 of the range defined amount claimed by amounts as finally proposed Seller, and if the Arbiter ultimately resolves the dispute by Parent awarding Seller $300 of the $500 contested, then the costs and Representativeexpenses of the Arbiter will be allocated 60% (i.e., 300 ÷ 500) to the Company and 40% (i.e., 200 ÷ 500) to Seller. (c) PromptlyIf the Cash Consideration is greater than the Estimated Cash Consideration and the Fundamental Change Repurchase Date (as such term is defined in the Senior Secured Notes Indenture) has not yet occurred, but no later than within five (5) Business Days after the Closing Statement becomes final determination thereofand binding in accordance with the terms hereof, if the Purchase Price (excluding any Earn-out Payments) set forth in Company shall, and Buyer shall cause the Final Closing Statement: (i) Company to, make a payment to the Note Escrow Account of an amount equal to the amount by which the Cash Consideration exceeds the Closing Consideration, Parent shall pay such Estimated Cash Consideration (up to an excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount of the Adjustment Escrow Amount) by wire transfer of immediately available funds for purposes of making an offer to repurchase the 2026 Notes and the 2025 Notes in accordance with Section 1.8; provided, that if the Fundamental Change Repurchase Date has occurred, the amount by which the Cash Consideration exceeds the Estimated Cash Consideration (up to an excess equal to the amount of the Adjustment Escrow Amount) shall instead be paid to Seller (and held in a deposit account subject to a control agreement in favor of the Consenting Noteholders) for the sole purpose of complying with mandatory repurchase requirements set forth in the case Senior Secured Notes Supplemental Indenture with respect to any remaining 2025 Notes. If the Estimated Cash Consideration is greater than the Cash Consideration, within five (5) Business Days after the Closing Statement becomes final and binding in accordance with the terms hereof, Buyer and the Seller shall cause the Escrow Agent (including by delivering joint written instructions to the Escrow Agent) to make payment to Buyer (or its designees) of item an amount equal to the lesser of (i) an amount equal to the amount by which the Estimated Cash Consideration exceeds the Cash Consideration, and (ii) the Adjustment Escrow Funds, in each case, from the Adjustment Escrow Account. (d) Within five (5) Business Days after the Closing Statement becomes final and binding in accordance with the terms hereof and if the Fundamental Change Repurchase Date (as such term is defined in the Senior Secured Notes Indenture) has not yet occurred, Buyer and Seller shall cause the Escrow Agent (including by delivering joint written instructions to the Escrow Agent) to make a payment from the Adjustment Escrow Account to the Note Escrow Account of this subsection an amount equal to the remaining Adjustment Escrow Funds (c)if any) divided after any payments are made to Buyer pursuant to Section 1.5(c) (if any) by wire transfer of immediately available funds for purposes of making an offer to repurchase the value 2026 Notes and the 2025 Notes in accordance with Section 1.8; provided, that if the Fundamental Change Repurchase Date has occurred, the remaining Adjustment Escrow Funds shall instead be released to Seller (and held in a deposit account subject to a control agreement in favor of a Consideration Share hereunderthe Consenting Noteholders) for the sole purpose of complying with mandatory repurchase requirements set forth in the Senior Secured Notes Supplemental Indenture with respect to any remaining 2025 Notes.

Post-Closing Adjustment. (a) Within ninety seventy-five (9075) days after following the Closing Date, Parent Buyer, at its sole cost and expense, shall in good faith prepare and deliver to the Holder Representative a statement (the “Buyer’s Closing Statement”) calculating setting forth Buyer’s good faith calculations of (a) Final Working Capital, (b) Final Company Transaction Expenses, (c) Final Indebtedness and (d) the Excluded Payroll Accounts as of the Closing calculated in accordance with the Accounting Principles. The Holder Representative and its independent certified public accountants shall have forty-five (45) days following receipt to review Buyer’s Closing Statement and make inquiry of the representatives of Buyer’s accountants, subject to entry into customary non-disclosure and non-reliance agreements to the extent required by such accountants, and Buyer, who shall reasonably cooperate with the Holder Representative (including by providing the Holder Representative or its agents access to financial accounts and underlying source documents). The calculation regarding the foregoing items (a) through (d) contained in Buyer’s Closing Statement shall be binding and conclusive upon, and deemed irrevocably accepted by, the Holder Representative unless the Holder Representative shall have delivered to Buyer a written notice (a “Dispute Notice”) within forty-five (45) days after receipt of Buyer’s Closing Statement of any objections to the calculations set forth in Buyer’s Closing Statement. The Dispute Notice must set forth in reasonable detail the basis for any objections to Buyer’s Closing Statement and the Holder Representative’s good faith calculation of the disputed amounts (such disputed amounts, the “Disputed Amounts”) in Buyer’s Closing Statement; provided that (i) such Disputed Amounts may only be based on mathematical errors or non-compliance with this Agreement (including the Purchase Price (excluding any Earn-out Payments), relevant definitions) and (ii) the Net Working Capital as of Holder Representative shall be deemed to have agreed with all items and amounts included in the Effective Time (Buyer’s Closing Statement except the “Closing Net Working Capital”), and (iii) the Indebtedness of the Company as of the Effective Time (the “Closing Indebtedness”)Disputed Amounts specifically disputed in a Dispute Notice. (b) If a Dispute Notice shall be duly delivered pursuant to Section 2.8.2(a), the Holder Representative disputes any amounts as shown and Buyer shall, during the thirty (30) days following such delivery, attempt to reach agreement on the Closing StatementDisputed Amounts. Any such agreement shall be in writing and shall be final and binding upon the Parties and the Sellers. If during such period, the Holder Representative shall deliver and Purchaser are unable to Parent reach such agreement, then all Disputed Amounts that cannot be resolved by them within thirty (30) days after receipt of a Dispute Notice pursuant to this Section 2.8.2(a) shall be referred to Ernst & Young LLP or another independent auditor mutually agreed by Buyer and the Closing Statement a notice Holder Representative (the “Dispute NoticeDisputes Auditor”) setting forth Representative’s calculation of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject to the Dispute Notice decision, which decision shall be paid promptly pursuant final and binding (it being agreed and understood that the Disputes Auditor shall act as an arbitrator to Section 2.11(cdetermine such disputed items or amounts and shall do so based solely on presentations and information provided by Buyer and the Holder Representative and not by independent review). If Representative does In conducting its review, the Disputes Auditor shall consider only the Disputed Amounts and shall not deliver assign a Dispute Notice value to Parent within any item greater than the maximum value for such thirty (30) day perioditem claimed by either party or less than the minimum value for such item claimed by either party. The scope of the disputes, then if any, to be resolved by the Closing Statement prepared and delivered by Parent Disputes Auditor shall be deemed limited to be fixing mathematical errors and determining whether the “Final Closing Statement.” items in dispute were determined in accordance with this Agreement (including the relevant definitions) and the Disputes Auditor is not to make any other determination. The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given agree that they will request that the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement Disputes Auditor render its decision within thirty (30) days after referral of the dispute to the Disputes Auditor for decision pursuant hereto. Each Party shall bear the fees and disbursements of their respective representatives incurred in connection with their preparation or review of the Disputed Amounts. The fees, costs and expenses of the Disputes Auditor shall be borne by Buyer and the Holder Representative in proportion to the relative amount each such party’s determination has given been modified. For example, if the Dispute NoticeHolder Representative challenges the calculation of Final Working Capital and claims that the Final Working Capital should increase by $100,000, unless Parent and Representative mutually agree to continue their efforts to resolve such differencesbut the Disputes Auditor determines that the Final Working Capital should increase only by $60,000, the Neutral Accountant Holder Representative shall resolve bear forty percent (40%) of the fees, costs and expenses of the Disputes Auditor and Buyer shall bear the other sixty percent (60%) of such differencesfees and expenses. The date on which the Final Working Capital, the Final Company Transaction Expenses and Final Indebtedness are finally determined in accordance with Section 2.8.2(a) and this Section 2.8.2(b) is hereinafter referred to as the “Final Determination Date.” (c) If the Final Merger Consideration calculated in the same manner as the Initial Merger Consideration, but using Final Working Capital, Final Company Transaction Expenses, Final Indebtedness and Excluded Payroll Accounts, each as finally determined pursuant to an engagement agreement among ParentSections 2.8.2(a) and 2.8.2(b), Representative exceeds the Initial Merger Consideration, then the Sellers shall be entitled to such excess (the “Excess Consideration”) in accordance with Section 2.8.2(d). If the Final Merger Consideration calculated in the same manner as the Initial Merger Consideration, but using Final Working Capital, Final Company Transaction Expenses, Final Indebtedness and Excluded Payroll Accounts, each as finally determined pursuant to Sections 2.8.2(a) and 2.8.2(b), is less than the Initial Merger Consideration, then Buyer shall be entitled to such shortfall (the “Shortfall Consideration”) in accordance with Section 2.8.2(d). The Final Merger Consideration adjustment required hereby is referred to as the “Adjustment.” (d) If the Adjustment results in Shortfall Consideration, then within three (3) Business Days after the Final Determination Date, Buyer and the Neutral Accountant Holder Representative shall instruct the Escrow Agent to pay to Buyer out of the Adjustment Escrow Account an amount equal to the Shortfall Consideration; provided, that if the funds then available in the Adjustment Escrow Account are less than the Shortfall Consideration, then the excess of the Shortfall Consideration over the funds then available in the Adjustment Escrow Account shall be paid from the Indemnity Escrow Account to Buyer; provided, further, that if the Indemnity Escrow Account is depleted, under no circumstances shall Buyer be entitled to any further recovery. If the Adjustment results in Excess Consideration, then, within three (which Parent 3) Business Days after the Final Determination Date, subject to Section 2.6.2(a), Buyer will pay the Excess Consideration to the Payment Agent and the Surviving Corporation, in accordance with Section 2.6.2(k), for further payment to the Sellers pursuant to the final sentence of Section 2.6.1. If, after all payments pursuant to this Section 2.8.2(d) have been made, there are funds remaining in the Adjustment Escrow Account, Buyer and the Holder Representative agree shall promptly instruct the Escrow Agent to execute promptlyrelease all such funds to the Payment Agent and the Surviving Corporation, in accordance with Section 2.6.2(k), for further payment to the Sellers pursuant to the final sentence of Section 2.6.1. Notwithstanding anything to the contrary herein, any amount payable under this Section 2.8.2(d) that is taxable as compensation shall be paid to the Surviving Corporation for distribution in accordance with Section 2.6.2(d), and any amounts distributable pursuant to this Section 2.8.2(d) shall be reduced, in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute aggregate, by the Parties employer portion of any applicable employment, payroll, social security, unemployment or similar Taxes (other than to the “Disputed Items”)extent such Taxes have already been accounted for in the calculation of the Excluded Payroll Accounts, solely included as a Company Transaction Expense or otherwise resulted in accordance with a reduction in Final Merger Consideration pursuant to the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and Representative. (c) Promptly, but no later than five (5) Business Days after the final determination thereof, if the Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount of the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunder.

Post-Closing Adjustment. 2.4.1 Within thirty (a30) Within ninety (90) calendar days after the Closing Datedate ICF receives the Interim Financial Statements from Parent, Parent Purchaser shall prepare and deliver to Representative Seller a statement (setting forth Purchaser’s calculation of the “Closing Statement”) calculating (i) the Purchase Price (excluding any Earn-out Payments), (ii) the Net Final Working Capital as of the Effective Time Closing Date (the “Closing Net Working CapitalSettlement Statement”). For purposes of this statement, Final Working Capital shall be determined and (iiiprepared in accordance with GAAP, subject to Section 5.8(k) regarding the Indebtedness of the Company as of the Effective Time (the “Closing Indebtedness”)2009 MIP Accrual. (b) If Representative disputes any amounts as shown on the Closing Statement2.4.2 Unless Seller notifies Purchaser in writing, Representative shall deliver to Parent within thirty (30) calendar days after receipt of the Closing Statement a notice (Settlement Statement, that Seller objects to the “Dispute Notice”) setting forth Representative’s calculation of such amount and describing computation contained therein, specifying in reasonable detail the basis for such objection (the determination of such different amount“Objection Notice”), Purchaser’s calculations set forth in the Settlement Statement shall be binding upon the parties. Any amounts The calculation set forth in the Settlement Statement shall not be disputed as to accounting principles, procedures or methodologies so long as the principles, procedures and methodologies used to compute it are consistent with GAAP, subject to Section 5.8(k) regarding the Dispute Notice shall be paid promptly pursuant to Section 2.11(c)2009 MIP Accrual. If Representative does not deliver a Dispute Notice to Parent within such For thirty (30) day periodcalendar days following Purchaser’s receipt of any Objection Notice, then the Closing Statement prepared parties shall, in good faith, negotiate to resolve all objections set forth in the Objection Notice, and delivered by Parent any such resolutions shall be deemed to be incorporated by Purchaser into the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Settlement Statement. If Parent Purchaser and Representative do not reach a final resolution on Seller are unable to resolve all objections set forth in the Closing Statement Objection Notice within thirty (30) calendar days after Representative has given following Purchaser’s receipt of the Dispute NoticeObjection Notice (or within such extended time period as is mutually agreed to by the parties), unless Parent and Representative mutually agree to continue their efforts to resolve unresolved objections shall be referred for a final determination of such differences, the Neutral Accountant shall resolve unresolved objections (but only such differences, pursuant matters) to an engagement agreement among Parent, Representative accounting firm mutually acceptable to Purchaser and the Neutral Accountant (which Parent and Representative agree to execute promptly)Seller, in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties each case acting reasonably (the “Disputed ItemsAccounting Firm”), solely . Purchaser and Seller shall instruct the Accounting Firm to make final determination of the disputed items in accordance with the guidelines and procedures set forth in this Agreement. Purchaser and Seller shall cooperate with the Accounting Firm during the term of its engagement (including by executing an engagement letter in customary form with the Accounting Firm reflecting the terms of this AgreementAgreement and any other customary provisions mutually agreed upon by Purchaser and Seller). Parent Purchaser and Representative Seller shall each be entitled instruct the Accounting Firm not to, and the Accounting Firm shall not, assign a value to any item in dispute greater than the greatest value for such item assigned by Purchaser, on the one hand, or Seller, on the other hand, or less than the smallest value for such item assigned by Purchaser, on the one hand, or Seller on the other hand. Purchaser and Seller shall also instruct the Accounting Firm to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s its determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of by Purchaser and Seller which are in accordance with the Parties guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review) ). The Settlement Statement and the resulting calculation of Final Working Capital shall become final and binding on the definitions parties hereto on the date the Accounting Firm delivers its final resolution in writing to Purchaser and other terms included herein. The Closing Statement determined Seller (which final resolution shall be requested by the Neutral Accountant shall be deemed parties to be the Final Closing Statement. Such determination delivered not more than forty-five (45) calendar days following submission of such disputed matters), and such resolution by the Neutral Accountant Accounting Firm shall not be conclusive and binding upon the Parties, absent Fraud subject to court review or manifest errorotherwise appealable. The fees and expenses of the Neutral Accountant Accounting Firm shall be paid by Seller, on the Party whose calculation one hand, and Purchaser on the other hand, based on the ratio of the Closing Net disputed amount not awarded to such Person to the total amount actually disputed by Seller and Purchaser. For example, if the aggregate amount disputed by Seller is $1,000, and if Purchaser contests only $500 of the amount disputed by Seller, and if the Accounting Firm ultimately resolves the dispute by finding that Seller properly disputed $300 of the $500, then the fees and expenses of the Accounting Firm will be paid 60% (i.e., 300 divided by 500) by Purchaser and 40% (i.e., 200 divided by 500) by Seller. The parties agree that, from and after the Closing, the provisions of this Section 2.4.2 and the arbitration provisions contemplated hereby shall be the exclusive remedy and exclusive forum of the parties with respect to the determination of Final Working Capital. 2.4.3 Seller and Purchaser shall provide the other and their Representatives with reasonable access during normal working hours to the employees, books, records and other supporting information and documents as reasonably requested in connection with the preparation and review of the Settlement Statement and any objections thereto. 2.4.4 In the event an Excess Amount exists, Purchaser shall remit the Excess Amount to Seller pursuant to Section 2.4.5, and Purchaser and Seller shall promptly (but in any event within three (3) Business Days) direct TD Bank, in accordance with the terms of the TD Escrow Agreement, to remit to Seller the entire Working Capital Escrow. In the event a Shortfall Amount exists and is farther from less than the Neutral Accountant’s calculation thereof. Nothing Working Capital Escrow, Purchaser and Seller shall promptly (but in this Section 2.11(bany event within three (3) shall be construed Business Days) direct TD Bank, in accordance with the terms of the TD Escrow Agreement, to authorize or permit the Neutral Accountant to: remit (i) determine any questions or matters whatsoever under or in connection with this Agreement except for an amount equal to the resolution of differences between Parent Shortfall Amount from the Working Capital Escrow to Purchaser, and Representative regarding (ii) the determination remainder of the Final Closing Working Capital Escrow to Seller. In the event a Shortfall Amount exists and exceeds the Working Capital Escrow, Purchaser and Seller shall promptly (but in any event within three (3) Business Days) direct TD Bank, in accordance with the terms of the TD Escrow Agreement, to remit the entire Working Capital Escrow to Purchaser, and Seller shall remit to Purchaser an amount equal to such difference pursuant to Section 2.4.5. 2.4.5 Any payment required to be made by Purchaser or Seller under Section 2.4.4 shall be paid in accordance with the instructions of the appropriate recipient (i) within the lesser of thirty-five (35) calendar days after delivery by Purchaser of the Settlement Statement, or five (5) calendar days after Seller notifies Purchaser that it does not object to the amounts set forth on the Settlement Statement; or (ii) resolve any such differences by making if Seller shall have delivered an adjustment Objection Notice to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and Representative. (c) PromptlyPurchaser, but no later than within five (5) Business Days after the calendar days following final determination thereof, if the Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made disputed items pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount of the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunder2.4.2.

Post-Closing Adjustment. 4.1 Calculation of the Actual Assets Amount (a) Within ninety By no later than April 10, 2014, the Seller shall provide the final value amount (90book value in JPY under JAPAN-GAAP which the Seller complies with) days after and final quantities of the Closing DateAssets and reasonable supporting documents (other than cash) as of March 31, Parent shall prepare 2014 (for WIP, raw materials and deliver to Representative a statement spare parts, as of 8:30 AM (Japan Time); (the “Closing Statement”) calculating (i) the Purchase Price (excluding any Earn-out Payments), (ii) the Net Working Capital as of the Effective Time (the “Closing Net Working CapitalActual Assets Amount”), and (iii) shall notify the Indebtedness of amount with the Company as of reasonable supporting documents to the Effective Time (Purchaser in writing thereof. The Purchaser shall cooperate in order to enable the “Closing Indebtedness”)Seller to finalize its calculation. (b) If Representative disputes any amounts as shown the Purchaser agrees on the Closing Statementamount notified by the Seller (the “Notified Assets Amount”), Representative shall deliver or does not notify any proposal to Parent modify the Notified Assets Amount to the Seller within thirty (30) 10 business days after from the receipt of the Closing Statement a notice notification from the Seller (the “Dispute Notice”) setting forth RepresentativeSeller’s calculation of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed ItemsNotification”), solely in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination Notified Assets Amount shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and RepresentativeActual Assets Amount. (c) PromptlyIf the Purchaser has a proposal to modify the Notified Assets Amount, but no later than five (5) Business Days after the final determination thereofPurchaser shall notify the proposal to the Seller in writing within 10 business days from the receipt of the Seller’s Notification, if and shall have good faith discussions to determine the Purchase Price (excluding any Earn-out Payments) set forth in amount with the Final Closing Statement: (i) exceeds Seller. If the Closing ConsiderationParties do not agree on the amount within 30 calendar days from the receipt of the Seller’s Notification, Parent a reputable accounting firm determined by the Parties shall pay such excess amount review the Notified Assets Amount and determine the Actual Assets Amount. The costs and expenses to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent accounting firm shall be equally borne by the Parties. 4.2 If the amount obtained by deducting the Estimated Assets Amount from the Actual Assets Amount is a positive figure, the Purchaser shall pay to the Seller an amount equal to such difference as an increase in cash out of consideration for the Escrow Account; providedTransferred Business, howeverwithin 30 calendar days from the date on which the Actual Assets Amount is determined in accordance with Section 4.1 (b) or (c). 4.3 If the amount obtained by deducting the Estimated Assets Amount from the Actual Assets Amount is a negative figure, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be Purchaser an amount equal to such difference as a reduction from the amount of consideration for the excess Transferred Business, within 30 calendar days from the date on which the Actual Assets Amount is determined in accordance with Section 4.1 (in the case of item (ib) of this subsection or (c)) divided by the value of a Consideration Share hereunder.

Post-Closing Adjustment. (a) Within ninety five (905) days Business Days after the Closing Date, Parent the Company shall prepare and deliver to Representative the Purchaser a statement certificate, executed on behalf of the Company by an authorized officer of the Company, that sets forth the total number of Class A Shares (the “Closing StatementDate Shares”) calculating which, in aggregate, represents eighteen and one-half percent (i18.5%) of the Purchase Price (excluding any Earn-out Payments), (ii) the Net Working Capital total Ordinary Shares as of the Effective Time Closing Date, as rounded up to the nearest multiple of eighteen (18), calculated on a fully-diluted basis (as defined herein) after giving effect to the issuance of Issued Shares to the Purchaser (the “Closing Net Working Capital”), and (iii) the Indebtedness of the Company as of the Effective Time (the “Closing IndebtednessDate Shares Notice”). (b) If Representative disputes any amounts as shown the total Closing Date Shares exceeds the Purchased Shares purchased by the Purchaser on the Closing StatementDate, Representative the Purchaser shall deliver have the option, exercisable in its sole discretion by written notice to Parent the Company (the “Additional Issued Shares Election Notice”) within thirty five (305) days after Business Days from the receipt of the Closing Statement a notice Date Shares Notice, to purchase, and the Company shall issue and sell to the Purchaser, such number of additional Class A Shares (the “Dispute NoticeAdditional Issued Shares”) setting forth Representative’s calculation of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to specified by the Parties Purchaser in the Additional Issued Shares Election Notice, which shall be deemed to be not exceed the Final difference between (i) the total Closing Statement. If Parent and Representative do not reach a final resolution Date Shares, less (ii) the total Issued Shares purchased by the Purchaser on the Closing Statement within thirty (30) days after Representative has given the Dispute NoticeDate. The purchase price shall be US$30.50 per each 18 Additional Issued Shares, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in aggregate purchase price for the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties Additional Issued Shares (the “Disputed ItemsAdditional Issued Shares Purchase Price”), solely in accordance with ) shall be that per share price multiplied by the terms total number of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures Additional Issued Shares elected to be agreed to among Parentacquired by the Purchaser (c) The closing of the issuance and sale by the Company, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined purchase by the Neutral Accountant)Purchaser, regarding such Party’s determination of the amounts to be set forth Additional Issued Shares shall take place on the Closing Statement; and date specified by the Parties Purchaser in the Additional Issued Shares Election Notice, which date shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after following the engagement date of the Neutral AccountantAdditional Issued Shares Election Notice. The Neutral Accountant’s determination shall be based solely on At such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: closing: (i) determine any questions or matters whatsoever under or in connection with this Agreement except the Purchaser shall pay the Additional Issued Shares Purchase Price to the Company for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and Representative. (c) Promptly, but no later than five (5) Business Days after the final determination thereof, if the Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Additional Issued Shares to be issued or any decrease and sold to the Purchaser at such closing, by electronic bank transfer of immediately available funds to the Funds Account; and (ii) the Company shall deliver to the Purchaser (A) a share certificate representing the Additional Issued Shares, duly executed on behalf of the Company and registered in the issuance thereof will be equal to the amount name of the excess Purchaser, and (in B) a certified copy of the case register of item members of the Company, reflecting the Purchaser’s ownership of the Additional Issued Shares (i) of this subsection (c)) divided as well as the Purchaser Shares acquired by the value of a Consideration Share hereunderPurchaser on the Closing Date).

Post-Closing Adjustment. (a) Within ninety (90) 1.6.2.1 No later than 45 days after following the Closing Date, Parent shall GCI will prepare and deliver to Representative the Company a statement (the “Closing Date Statement”) calculating (i) the Purchase Price (excluding any Earn-out Payments)showing, (ii) the Net Working Capital in reasonable detail, a calculation of Shareholders’ Equity as of immediately prior to the Effective Time Closing (the “Closing Net Working Capital”), and (iii) the Indebtedness of the Company as of the Effective Time (the “Closing IndebtednessDate Shareholders’ Equity”). (b) If Representative disputes any amounts as shown on 1.6.2.2 Within 45 days after the date GCI delivers to the Company the Closing Date Statement, Representative shall deliver to Parent within thirty (30) days after receipt if the Company disagrees in good faith with GCI’s calculation of Closing Date Shareholders’ Equity as set forth in the Closing Statement a Date Statement, then the Company may give BUS_RE\1394606.17 written notice (the “Dispute Objection Notice”) to GCI within such 45-day period (i) setting forth Representativethe Company’s calculation determination of such amount Closing Date Shareholders’ Equity and describing (ii) specifying in reasonable detail the Company’s basis for disagreement with GCI’s determination of Closing Date Shareholders’ Equity. The failure by the Company to deliver an Objection Notice within such 45-day period shall constitute the acceptance of GCI’s computation of Closing Date Shareholders’ Equity. If the Company and GCI are unable to resolve any matter raised in the Objection Notice with respect to the determination of such different amount. Any amounts not subject to Closing Date Shareholders’ Equity within 30 days after delivery of the Dispute Notice Objection Notice, the items in dispute shall be paid promptly pursuant submitted to binding arbitration in accordance with Section 2.11(c)10.1. If Representative does not deliver a Dispute Notice The final computation of Closing Date Shareholders’ Equity, determined by reference to Parent within such thirty (30) day periodeither GCI’s computation of Closing Date Shareholders’ Equity, then agreement of the Closing Statement prepared and delivered by Parent shall be deemed parties or binding arbitration, as the case may be, is referred to be herein as the “Final Closing StatementShareholders’ Equity.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days ” 1.6.2.3 If, after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative Shareholders’ Equity has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differencesbeen determined, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and Representative. (c) Promptly, but no later than five (5) Business Days after the final determination thereof, if the Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) Cash Consideration is less than the Closing Estimated Cash Consideration, then the Sellers shall promptly pay to GCI, within five days after the Final Shareholders’ Equity has been determined, an amount equal to such difference plus interest accruing on such amount at a rate of 8% per annum from the Closing Date until such amount is paid, by wire transfer of immediately available funds to an account designated by GCI. If the Estimated Cash Consideration is less than the Cash Consideration, GCI shall be paid promptly pay to the Parent in cash out Company, within five days after the Final Shareholders’ Equity has been determined, an amount equal to such difference plus interest accruing on such amount at a rate of 8% per annum from the Escrow Account; providedClosing Date until such amount is paid, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share by wire transfer of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment immediately available funds to the Purchase Price account designated by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount of the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunderCompany.

Post-Closing Adjustment. (a) Within ninety No sooner than three (903) days months after the Closing Date, Parent but no later than four (4) months after the Closing Date, Buyer shall prepare and deliver to Representative Seller a statement (the “Post-Closing Statement”) calculating setting forth in reasonable detail Buyer’s good faith calculation of (i) the Purchase Price (excluding any Earn-out Payments)Adjustment Amount, including each component thereof, and (ii) the Net Working Capital as resulting calculation of the Effective Time (Purchase Price. Concurrently with the “delivery of the Post-Closing Net Working Capital”)Statement, Buyer shall deliver to Seller reasonable documentation in the possession of Buyer or any of its Affiliates to support the items for which adjustments are proposed or made in the Post-Closing Statement delivered by Buyer, and (iii) a brief explanation of any such adjustments and the Indebtedness reasons therefor. In the event Buyer does not deliver the Post-Closing Statement in accordance with this Section 2.7, Seller’s pre-Closing estimate of the Company as Purchase Price shall control and be the Final Purchase Price unless Seller elects to deliver a Post-Closing Statement within ten (10) Business Days after such four (4) month anniversary of the Effective Time (Closing Date, then the “Closing Indebtedness”)Parties shall proceed in accordance with Section 2.7(b) except that the rights of Seller and Buyer shall be reversed. (b) If Representative disputes any amounts as shown on the Closing Statement, Representative Seller shall deliver to Parent within have thirty (30) days after Seller’s receipt of the Post-Closing Statement a notice (the “Review Period”) within which to review Buyer’s calculation of the Purchase Price. If Seller disputes any component of the proposed Purchase Price set forth in the Post-Closing Statement delivered pursuant to Section 2.7(a) (the “PC Statement Purchase Price”), Seller shall notify Buyer in writing of its objection to the PC Statement Purchase Price prior to the expiration of the Review Period, together with a description of the basis for and dollar amount of such disputed components (to the extent possible), together with reasonable documentation in the possession of Seller supporting such disputed components (a “Dispute Notice”). The PC Statement Purchase Price shall become final, conclusive and binding on the Parties, and be considered the Final Purchase Price for all purposes of this Agreement, unless Seller delivers to Buyer a Dispute Notice prior to the expiration of the Review Period. If Seller timely delivers a Dispute Notice, (i) setting forth Representative’s calculation of such amount and describing any amounts in reasonable detail the basis for the determination of such different amount. Any amounts PC Statement Purchase Price not subject objected to by Seller in the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a final, conclusive and binding on the Parties, and (ii) Buyer and Seller shall, within fifteen (15) days following Buyer’s receipt of such Dispute Notice to Parent within such thirty (30) day period, then the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall Resolution Period”), use commercially reasonable efforts to attempt to mutually resolve such in writing their differences within a period of thirty (30) days after Representative has given with respect to any remaining items set forth in the Dispute Notice. If the Parties resolve Notice and any such differences, then the Closing Statement agreed to by the Parties mutual resolution shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Noticefinal, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon on the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and Representative. (c) PromptlyIf, but at the conclusion of the Resolution Period, any items set forth in the Dispute Notice remain in dispute (the “Remaining Disputes”), then each of Buyer and Seller shall submit all such Remaining Disputes to PriceWaterhouse Coopers LLP (or such other nationally recognized accounting firm the Parties may mutually select), for resolution; provided that if PriceWaterhouse Coopers LLP has not confirmed that it will arbitrate such disputes and the Parties do not agree on another accounting firm within ten (10) days following the request from the Parties for PriceWaterhouse Coopers LLP to arbitrate such disputes, the Houston, Texas, office of the American Arbitration Association shall select a nationally recognized accounting firm not materially affiliated with Seller or Buyer to arbitrate such disputes. The appointed accounting firm shall be the “Accounting Firm”, and within five (5) Business Days after appointment of the Accounting Firm the Parties shall deliver to the Accounting Firm their written position with respect to such Remaining Disputes. The Accounting Firm, once appointed, shall have no later than ex parte communications with the Parties concerning the Remaining Disputes. The Accounting Firm shall determine, based solely on the submissions by Seller and Buyer, and not by independent review, only the Remaining Disputes and shall choose either Seller’s position or Buyer’s position with respect to each matter addressed in a Dispute Notice, in each case, in accordance with this Agreement. The Accounting Firm may not award damages, interest or penalties to any Party with respect to any matter. The Parties shall request that the Accounting Firm make a decision with respect to all Remaining Disputes within forty-five (45) days after the submission of the Remaining Disputes to the Accounting Firm, as provided above, and in any event as promptly as practicable. The final determination with respect to all Remaining Disputes shall be set forth in a written statement by the Accounting Firm delivered simultaneously to Seller and Buyer and shall, absent manifest error, be final, conclusive and binding on the Parties and enforceable against the Parties in any court of competent jurisdiction, without right of appeal. Buyer and Seller shall promptly execute any reasonable engagement letter requested by the Accounting Firm and shall each cooperate fully with the Accounting Firm, including, by providing the information, data and work papers used by each Party to prepare and/or calculate the Final Purchase Price, making its personnel and accountants available to explain any such information, data or work papers, so as to enable the Accounting Firm to make such determination as quickly and as accurately as practicable. The fees, costs and expenses of the Accounting Firm pursuant to this Section 2.7(b) shall be borne one half by Seller, on the one hand, and one half by Buyer, on the other hand. (d) From and after the Closing Date until the Final Purchase Price is finally determined pursuant to this Section 2.7, Seller, its Affiliates and their auditors, accountants, counsel and other representatives shall be permitted reasonable access to the Company and its auditors, accountants, personnel, books and records and any other documents or information reasonably requested by Seller (including the information, data and work papers used by Buyer and/or the Company’s auditors or accountants to prepare and calculate the Final Purchase Price). (e) If the final agreed Adjustment Amount exceeds the Adjustment Amount, as determined at Closing (such excess amount, if any, the “Excess Amount”), within five (5) Business Days after the final determination thereof, if the Final Purchase Price is finally determined pursuant to this Section 2.7, Buyer shall, or shall cause the Company to, pay to Seller, in immediately available funds, an aggregate amount equal to the Excess Amount. (excluding any Earn-out Paymentsf) set forth in If the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) final agreed Adjustment Amount is less than the Adjustment Amount, as determined at Closing Consideration(such shortfall amount, then such difference shall be paid if any, the “Shortfall Amount”), within five (5) Business Days after the Final Purchase Price is finally determined pursuant to the Parent in cash out of the Escrow Account; providedthis Section 2.7, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of to Buyer, in immediately available funds, an aggregate amount equal to the aggregate deficiency amount Shortfall Amount, which funds shall be delivered in cash. whole or in part by Seller and Buyer delivering joint written instructions to the Escrow Agent to release from the Deposit to Buyer the Shortfall Amount. (g) Any payments made pursuant to this Section 2.11 2.7 shall be treated as deemed an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal Price, to the amount of the excess (in the case of item (i) of this subsection (c)) divided extent permitted by the value of a Consideration Share hereunderapplicable Law.

Post-Closing Adjustment. (ai) Within ninety As soon as practicable, but no later than sixty (9060) days after the Closing Date, Parent Buyer shall prepare and deliver to Representative Seller a statement (the “Closing Statement”) calculating setting forth Buyer’s calculation of (iA) the Purchase Price (excluding any Earn-out Payments)Closing Date Cash, (iiB) the Closing Date Indebtedness, (C) the Net Working Capital as of Adjustment Amount, (D) the Effective Time Transaction Expenses and (E) the Final Purchase Price. Buyer’s calculations set forth in the Closing Statement (collectively, the “Closing Net Working CapitalProposed Purchase Price Calculations”), and (iii) shall be delivered with reasonable supporting detail with respect to the Indebtedness calculation of the Company as of the Effective Time (the “Closing Indebtedness”)such amounts. (bii) If Representative disputes any amounts as shown on Within sixty (60) days of receipt of the Closing Statement, Representative shall deliver Seller may provide written notice to Parent within thirty (30) days after receipt Buyer disputing all or a part of the Closing Statement Proposed Purchase Price Calculations (such notice, a notice (the “Purchase Price Dispute Notice”) setting forth Representative’s calculation of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative Seller does not deliver provide a Purchase Price Dispute Notice to Parent Buyer within such thirty (30) sixty-day period, then the parties agree that the Proposed Purchase Price Calculations set forth in the Closing Statement prepared shall become final and delivered by Parent shall be deemed binding on the parties hereto. If a Purchase Price Dispute Notice is provided to be the “Final Closing Statement.” The Parties Buyer, then Buyer and Seller shall use commercially reasonable efforts to resolve the disputed items during the thirty-day period commencing on the date of Buyer’s receipt of the Purchase Price Dispute Notice. (iii) If Seller and Buyer do not agree upon a final resolution with respect to any disputed items within such differences thirty-day period, then the remaining items in dispute shall be submitted immediately to Deloitte LLP, or, if such firm declines to be retained to resolve the dispute, another nationally recognized, independent accounting firm reasonably acceptable to Buyer and Seller (in either case, the “Accounting Firm”). The parties agree to instruct the Accounting Firm to render a determination of the applicable dispute within a period of thirty forty-five (3045) days after Representative has given referral of the Dispute Noticematter to such Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. If The terms of appointment and engagement of the Parties resolve Accounting Firm shall be as agreed upon between Seller and Buyer, and any associated engagement fees shall be initially borne 50% by Seller and 50% by Buyer; provided that such differences, then the Closing Statement agreed to fees shall ultimately be borne by Seller and Buyer in inverse proportion as they may prevail on matters resolved by the Parties Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the disputed items. Except as provided in the preceding sentence, all other costs and expenses incurred by the parties hereto in connection with resolving any dispute hereunder before the Accounting Firm shall be deemed to be borne by the Final Closing Statementparty incurring such cost and expense. If Parent and Representative do not reach a final resolution on In resolving the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differencesdisputed items, the Neutral Accountant Accounting Firm (A) shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute be bound by the Parties provisions of this Section 1.3, (B) may not assign a value to any item greater than the “Disputed Items”), solely greatest value claimed for such item or less than the smallest value for such item claimed by either Buyer or Seller and (C) shall limit its decision to such items as are in accordance dispute and to only those adjustments as are necessary for the Proposed Purchase Price Calculations to comply with the terms provisions of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s Such determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant Accounting Firm shall be conclusive and binding upon the Partiesparties hereto. (iv) The parties agree that they will, absent Fraud or manifest error. The fees and expenses of agree to cause their respective independent accountants and their respective Subsidiaries to, cooperate and assist in the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from Final Purchase Price and in the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit conduct of the Neutral Accountant to: (i) determine review by the Accounting Firm of any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination proposed calculations of the Final Closing Statement; Purchase Price or (ii) resolve any such differences by the components thereof, including the making an adjustment available, to the Closing Statement that is outside extent necessary, of the range defined by amounts as finally proposed by Parent books, records, work papers and Representativepersonnel. (cv) PromptlyIf the Final Purchase Price is equal to or greater than the Estimated Purchase Price, then Buyer shall promptly (but no later than five in any event within three (53) Business Days after the final determination thereof, if date on which the Final Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made determined pursuant to this Section 2.11 1.3(c)) pay to Seller an aggregate cash amount equal to such excess, by wire transfer of immediately available funds to the Seller Designated Account(s) (or such other accounts as Seller shall designate in writing to Buyer). (vi) If the Estimated Purchase Price is greater than the Final Purchase Price, then Buyer and Seller shall promptly (but in any event within three (3) Business Days after the date on which the Final Purchase Price is determined pursuant to this Section 1.3(c)) deliver joint written instructions to the Escrow Agent to release an amount equal to the amount of such deficiency from the Escrow Amount to Buyer. (vii) Any amount paid pursuant to this Section 1.3(c) shall be (A) increased by an amount calculated as interest on such amount, compounded daily, at the Applicable Rate from the Closing Date to and including the date of payment based on a 365-day year, (B) made by wire transfer of immediately available funds to an account designated by the receiving party and (C) treated as an adjustment to the Final Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount of the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunderfor Tax reporting purposes.

Post-Closing Adjustment. (a) Within ninety (90) As soon as practicable after the Closing, but no later than 90 days after the Closing Date, Parent Seller shall prepare determine the actual adjustment to the Base Purchase Price pursuant to Section 2.02(b) and deliver Section 2.02(c) as of the Closing Date. Seller and Buyer shall cooperate and provide each other access to Representative a statement their respective books and records (and those of the Companies) as are reasonably requested in connection with the matters addressed in this Section 2.06. Seller shall provide Buyer with written notice of such determinations within such 90 days, along with reasonable supporting information (the “Seller’s Post-Closing Statement”) calculating (i) the Purchase Price (excluding any Earn-out Payments), (ii) the Net Working Capital as of the Effective Time (the “Closing Net Working Capital”), and (iii) the Indebtedness of the Company as of the Effective Time (the “Closing IndebtednessEstimate”). (b) If Representative disputes Buyer objects to any amounts as shown on the determinations set forth in Seller’s Post-Closing Statement, Representative shall deliver to Parent within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day periodEstimate, then the it shall provide Seller written notice thereof within 20 Business Days after receiving Seller’s Post-Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute NoticeEstimate. If the Parties resolve such differences, then are unable to agree on the disputed amounts as of the Closing Statement Date within 150 days after the Closing Date or such longer time as may be agreed to by the Parties, the Parties shall be deemed refer such dispute to be an internationally recognized accounting firm that is not the Final Closing Statement. If Parent principal accounting firm of either Buyer or Seller, mutually acceptable to Buyer and Representative do not reach Seller, which firm shall make a final resolution and binding determination as to all such matters in dispute (and only such matters) on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent a timely basis and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant promptly shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by notify the Parties (in writing of its resolution. Such firm shall not have the “Disputed Items”), solely in accordance with the terms power to modify or amend any term or provision of this Agreement. Parent Each Party shall bear and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination pay one-half of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions fees and other terms included herein. The Closing Statement determined costs charged by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and Representativeaccounting firm. (c) PromptlyIf the Base Purchase Price adjusted using such actual values (as agreed or determined by the above-referenced accounting firm) (the “Final Purchase Price”) is greater than the Estimated Purchase Price, but no later than five (5) then Buyer shall, or shall cause one of the Companies to, pay Seller within 10 Business Days after such actual values are agreed or determined, by wire transfer of immediately available funds, the final determination thereof, if difference between the Final Purchase Price (excluding any Earn-out Payments) set forth in and the Estimated Purchase Price plus interest thereon at the Interest Rate from the Closing Date through and including the date of such payment. If the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) Purchase Price is less than the Closing ConsiderationEstimated Purchase Price, then such difference shall be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share Buyer within 10 Business Days after such actual values are agreed or determined, by wire transfer of immediately available funds, the aggregate deficiency amount in cashdifference between the Estimated Purchase Price and the Final Purchase Price plus interest thereon at the Interest Rate from the Closing Date through and including the date of such payment. Any payments In each case, the recipient Party shall designate the account to which such payment is to be made pursuant to this Section 2.11 shall be treated as an adjustment at least two Business Days prior to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount of the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunderdate such payment is due.

Post-Closing Adjustment. (a) Within ninety (90) The parties agree that no later than 75 days after the Closing Date(or such later date on which such statement reasonably can be prepared and delivered in light of the compliance of Purchaser and the Company with their obligations set forth in next two succeeding sentences), Parent the Company shall prepare and deliver to Representative a statement (Purchaser, in the “Closing Statement”) calculating form received by the Company from Gannett (i) a statement of the actual Net Financial Assets as of 11:59 p.m., New York City time, of the day immediately preceding the Closing Date (the "Closing Statement") certified by PriceWaterhouseCoopers L.L.P., independent accountants for Gannett, to be prepared (except as otherwise provided in Section 9 of the Disclosure Schedule to the Gannett Purchase Price (excluding any Earn-out Payments)Agreement) in conformity with GAAP and on a basis consistent with the basis used in preparing the Unaudited Financial Statements as of, and for the year ended, December 27, 1997 referred to in Section 3.5 of the Gannett Purchase Agreement and (ii) a determination (the "Proposed Adjustment") of the amount by which the actual Net Working Capital Financial Assets is less than or greater than the Estimated Net Financial Assets (the amount of such excess or shortfall is referred to herein as the "Adjustment"). Purchaser shall provide the Company and Gannett, and Gannett's independent accountants, access at all reasonable times to the relevant personnel, properties, books and records of the Business for such purposes and to assist the Company and Gannett, and Gannett's independent accountants, in preparing the Closing Statement. Purchaser's assistance shall include, without limitation, the closing of the Business's books as of the Effective Time (Closing, the “preparation of schedules supporting the amounts set forth in the general ledger and other books and records of the Business, and such other assistance as the Company, Gannett or Gannett's independent accountants may reasonably request. During the 25-day period following the delivery by the Company of the Closing Net Working Capital”Statement and the Proposed Adjustment referred to in the first sentence of this Section 2.3(a), Purchaser and its independent accountants will be permitted to review the working papers of Gannett and its independent accountants relating to the preparation of the Closing Statement and the Proposed Adjustment to the same extent as such working papers have been made available to the Company by Gannett pursuant to the Gannett Purchase Agreement. If, within 25 days after delivery by the Company of the Closing Statement and the Proposed Adjustment, Purchaser notifies the Company that it disagrees with the Closing Statement and the Proposed Adjustment, the Company shall attempt to resolve the disagreement with Gannett. In the event the Company, Gannett and Purchaser cannot agree with respect to the Closing Statement and the Proposed Adjustment within five days of the notice of disagreement provided by Purchaser to the Company (iiia "WOKR Dispute"), then the Company shall seek an Accounting Firm Determination as defined in the Gannett Purchase Agreement. In the event that (whether expressly or by failure of Purchaser to provide notice of any disagreement within the applicable period) the Indebtedness Purchaser agrees to the amount of the Adjustment without submitting the matter for an Accounting Firm Determination (an "Adjustment Agreement"), the parties shall deliver a joint certificate to the Adjustment Escrow Agent setting forth the amount of the Adjustment Escrow to be paid to each of the Purchaser and the Company pursuant to this Section 2.3. In the event of an Accounting Firm Determination of a WOKR Dispute, the parties shall deliver a certificate to the Adjustment Escrow Agent setting forth the amount (if any) by which the Actual Net Financial Assets (as defined below) exceeds or is less than the Estimated Net Financial Assets. The amount of Net Financial Assets as of 11:59 p.m., New York City time, on the Effective Time (day immediately preceding the “Closing Indebtedness”)Date, as definitively determined pursuant to this Section 2.3(a) is referred to herein as the "Actual Net Financial Assets." (b) If Representative disputes any amounts At the Closing, the Company, Purchaser and such financial institution as shown on shall have been agreed by the parties prior to the Closing StatementDate (together with any successor jointly appointed by the Company and the Purchaser, Representative the "Adjustment Escrow Agent") shall execute and deliver an escrow agreement substantially in the form set forth in Exhibit C to Parent within thirty (30) days after receipt the Gannett Purchase Agreement, with such adjustments and revisions necessary to reflect the provisions of the Closing Statement a notice this Agreement (the “Dispute Notice”) setting forth Representative’s calculation of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c"Adjustment Escrow Agreement'). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then From and after the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differencesClosing, the Neutral Accountant Adjustment Escrow Agent shall resolve such differencesact as escrow agent, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly)Adjustment Escrow Agreement, in effecting the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination payment of the amounts to be held in the Adjustment Escrow as set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and Representative. (c) Promptly, As soon as practicable after the earlier of an Adjustment Agreement or an Accounting Firm Determination (but no later than five (5) in any event within two Business Days after the final determination thereof, if Adjustment Agreement or the Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: Accounting Firm Determination): (i) if the Actual Net Financial Assets is equal to or greater than the Estimated Net Financial Assets, then: (A) the Adjustment Escrow Agent shall pay to the Company from the Adjustment Escrow the full amount of the Adjustment Escrow, and (B) Purchaser shall pay to the Company the amount by which the Actual Net Financial Assets exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or Estimated Net Financial Assets; (ii) if the Actual Net Financial Assets is less than the Closing ConsiderationEstimated Net Financial Assets but the amount of such shortfall does not exceed $3 million, then when aggregated with any such difference shall be paid to shortfall under the Parent in cash out of Gannett Purchase Agreement, then (A) the Adjustment Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller Agent shall pay its Pro Rata Share of to Purchaser from the aggregate deficiency Adjustment Escrow an amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount by which the Estimated Net Financial Assets exceeded the Actual Net Financial Assets, and (B) the Adjustment Escrow Agent shall pay to the Company from the Adjustment Escrow the remaining amount of the excess Adjustment Escrow (after giving effect to clause (A) above); and (iii) if the Actual Net Financial Assets is less than the Estimated Net Financial Assets and the amount of such shortfall exceeds $3 million, when aggregated with any such shortfall under the Gannett Purchase Agreement, then (A) the Adjustment Escrow Agent shall pay to Purchaser from the Adjustment Escrow the full amount of the Adjustment Escrow, and (B) the Security Escrow Agent shall pay to the Purchaser from the Security Escrow an amount equal to the amount by which (x) the Estimated Net Financial Assets exceeds (y) the Actual Net Financial Assets plus $1,209,600. Each of Purchaser and the Company shall timely give all necessary instructions to the Adjustment Escrow Agent and the Security Agent so that the Adjustment Escrow and (if applicable) the Security Escrow are paid and distributed in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunder.accordance with this

Post-Closing Adjustment. (a) Within ninety (90) 90 days after the Closing Distribution Date, Parent the Surviving Corporation shall prepare cause to be prepared and deliver delivered to Representative the IP and UWWH Stockholder (a) an unaudited balance sheet of UWWH and its Subsidiaries as of the Calculation Time (the “UWWH Closing Balance Sheet”) and (b) a certificate endorsed by an executive officer of the Surviving Corporation certifying a statement (the “UWWH Closing Statement”) calculating setting forth the Surviving Corporation’s good faith calculation of (i) the Purchase Price (excluding any Earn-out Payments)UWWH Transaction Expenses Amount, (ii) the Net UWWH Working Capital as of the Effective Time (the “Closing Net Working Capital”)Adjustment, and (iii) the Indebtedness UWWH Net Debt Adjustment and (iv) the Adjustment Amount, including reasonable detail regarding the calculations thereof. The UWWH Closing Balance Sheet and the UWWH Closing Statement (x) shall be prepared in accordance with the Applicable Accounting Principles and (y) shall not give effect to the refinancing of the Company as of the Effective Time (the “Closing Indebtedness”)Unisource Credit Facility. (b) If Representative disputes any amounts as shown on During the 60 day period following IP’s and the UWWH Stockholder’s respective receipt of the UWWH Closing Statement, Representative the Surviving Corporation shall deliver give IP and the UWWH Stockholder and each of their respective Representatives access at all reasonable times and on reasonable advance notice to Parent within thirty the books, records, properties, working papers and personnel of the Surviving Corporation (30including the Surviving Corporation’s senior finance and accounting personnel and its accountants) to the extent reasonably required to permit IP and the UWWH Stockholder to review the UWWH Closing Balance Sheet and UWWH Closing Statement. Within 60 days after receipt of the UWWH Closing Statement, IP and the UWWH Stockholder shall, in a written notice to the Surviving Corporation and IP or the UWWH Stockholder, as applicable, describe in reasonable detail any proposed adjustments to the items set forth on the UWWH Closing Statement and the reasons therefor (it being agreed that the only permitted reasons for such adjustments shall be mathematical error or the failure to compute items set forth therein in accordance with this Agreement). If the Surviving Corporation shall not have received a notice of proposed adjustments within such 60-day period from the UWWH Stockholder, the UWWH Stockholder will be deemed to have accepted irrevocably the UWWH Closing Statement. If the Surviving Corporation shall not have received a notice of proposed adjustments within such 60-day period from IP, IP will be deemed to have accepted irrevocably the UWWH Closing Statement. During the 30-day period following the delivery by IP or by the UWWH Stockholder of a notice of proposed adjustments to the Surviving Corporation and IP or UWWH, the UWWH Stockholder, IP and the Surviving Corporation, as applicable, shall give IP, the UWWH Stockholder or the Surviving Corporation, as applicable, and each of their respective Representatives access at all reasonable times and on reasonable advance notice to the books, records, properties, working papers and personnel of IP, the UWWH Stockholder or the Surviving Corporation, as applicable, (including senior finance and accounting personnel and their accountants) to the extent reasonably required to permit the UWWH Stockholder, IP or Surviving Corporation to evaluate the proposed adjustments. (c) The UWWH Stockholder and IP shall negotiate in good faith to resolve any disputes over any proposed adjustments to the UWWH Closing Statement during the 30 days following the Surviving Corporation’s receipt of the proposed adjustments. If UWWH Stockholder and IP are unable to resolve such dispute within such 30-day period, then, at the written request of either such Party (the “Dispute NoticeResolution Request”) setting forth Representative’s calculation ), each such Party shall appoint a knowledgeable, responsible representative to meet in person and negotiate in good faith to resolve the disputed matters. The Parties intend that these negotiations be conducted by experienced business representatives empowered to decide the issues. Such negotiations shall take place during the 30-day period following the date of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject to the Dispute Notice Resolution Request. If the business representatives resolve the dispute, such resolution shall be paid promptly pursuant memorialized in a written agreement (the UWWH Closing Statement, as revised by such negotiations, written agreement or the final decision of the accounting firm referred to Section 2.11(cbelow, the “UWWH Final Closing Statement”). If Representative does the business representatives do not deliver a Dispute Notice to Parent within such thirty (30) day periodresolve the dispute during the periods described above, then the Closing Statement prepared UWWH Stockholder and delivered IP shall jointly engage KPMG LLP to arbitrate and resolve such disputes, which resolution shall be final, binding and enforceable in accordance with Section 11.15. If KPMG LLP is unable or unwilling to act as arbitrator, a nationally recognized accounting firm shall be selected by Parent lot from among the remaining nationally recognized firms which are not the regular independent auditor firm of the UWWH Stockholder, IP or the Surviving Corporation, and in such event references herein to KPMG LLP shall be deemed to be refer to such replacement accounting firm. Within the “Final Closing Statement.” The Parties 30-day period following its engagement, KPMG LLP shall use commercially reasonable efforts to arbitrate and resolve such differences within a period of thirty (30) days after Representative has given dispute based solely on the Dispute Notice. If written submissions provided by UWWH Stockholder, IP and the Parties resolve such differences, then Surviving Corporation and shall only consider whether the UWWH Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent (and Representative do not reach a final resolution on the Closing Statement within thirty (30each component thereof) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely was prepared in accordance with this Agreement and (only with respect to disputed matters submitted to the terms accounting firm) whether and to what extent the UWWH Closing Statement requires adjustment. In resolving any disputed matter, KPMG LLP shall (i) adhere to the definitions contained in this Agreement and the guidelines and principles of this Agreement. Parent Section 3.2 and Representative (ii) shall each be entitled not assign a value to make a presentation any item higher than the highest value for such item claimed by the UWWH Stockholder and IP or lower than the lowest value claimed by either such Party; provided, however, that to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and extent the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of value of any disputed item affects any other item used in calculating the amounts to UWWH Working Capital Adjustment or the UWWH Net Debt Adjustment, such effect may be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined taken into account by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest errorKPMG LLP. The fees and expenses of the Neutral Accountant KPMG LLP shall be paid shared by the Party whose calculation UWWH Stockholder and IP in inverse proportion to the relative amounts of the disputed amount determined in favor of the UWWH Stockholder and IP, respectively. (d) Upon final determination of the UWWH Final Closing Net Working Capital Statement pursuant to Section 3.2(c), (i) if the Estimated Adjustment Amount was positive, (A) and the Adjustment Amount exceeds the Estimated Adjustment Amount, the Surviving Corporation shall pay to the UWWH Stockholder an amount equal to such excess, or (B) and the Estimated Adjustment Amount exceeds the Adjustment Amount, (i) the UWWH Stockholder shall pay to the Surviving Corporation the lesser of (x) the Estimated Adjustment Amount and (y) such excess, and (ii) if the Adjustment Amount is farther from negative, the Neutral Accountant’s calculation thereof. Nothing in this Surviving Corporation shall pay to IP an amount equal to the product of (x) the Gross Up Percentage and (y) the absolute value of the Adjustment Amount; or (ii) if the Estimated Adjustment Amount was negative, (A) and the Estimated Adjustment Amount exceeds the Adjustment Amount, the Surviving Corporation shall pay to IP an amount equal to the product of (x) the Gross Up Percentage and (y) such excess; or (B) and the Adjustment Amount exceeds the Estimated Adjustment Amount, (i) IP shall pay to the Surviving Corporation an amount equal to the lesser of (x) the product of the Gross Up Percentage and the absolute value of the Estimated Adjustment Amount and (y) the product of the Gross Up percentage and such excess and (ii) if the Adjustment Amount is positive, the Surviving Corporation shall pay to the UWWH Stockholder an amount equal to the Adjustment Amount. (e) Any payment due pursuant to Section 2.11(b3.2(d) shall be construed to authorize or permit increased by an amount computed as interest from the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except Distribution Date through but excluding the date of payment at a rate of 6.0%; which interest shall accrue daily on the basis of a 365 day year calculated for the resolution actual number of differences between Parent and Representative regarding the determination days for which payment is due. Any amount payable pursuant to Section 3.2(d) shall be made via wire transfer of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and Representative. (c) Promptly, but no later than immediately available funds within five (5) Business Days after the final determination thereof, if date upon which the Purchase Price (excluding any Earn-out Payments) set forth in UWWH Closing Statement becomes the UWWH Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount of the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunder.

Post-Closing Adjustment. (a) Within ninety (90) days If at any time and from time to time from and after the Purchase Option Closing DateDate through the date occurring six (6) months from the Purchase Option Closing Date (or if such date is not a Business Day, Parent shall prepare and deliver to Representative a statement the first Business Day thereafter) (such date, the “Closing Statement”) calculating (i) the Purchase Price (excluding any Earn-out Payments), (ii) the Net Working Capital as of the Effective Time (the “Closing Net Working CapitalFinal Adjustment Date”), and (iii) the Indebtedness of the there is a Specified Company Issuance, as of the Effective Time (the “Closing Indebtedness”). (b) If Representative disputes any amounts soon as shown on the Closing Statement, Representative shall deliver to Parent within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and Representative. (c) Promptlypracticable, but in no event later than five (5) Business Days after the final determination thereofdelivery to the Company of a Holdings Election Notice (as defined below) (such date, if the Purchase Price “Adjusted Securities Payment Date”), (excluding any Earn-out Paymentsi) set the Company shall issue to Holdings such Alternate Securities in the form specified in the Specified Issuance Notice, and (ii) Holdings shall deliver to the Company such Company Closing Shares, Alternate Closing Securities, or other securities of the Company issued pursuant to this Agreement, or other consideration transferred to Holdings, as applicable, such that on the Adjusted Securities Payment Date Holdings shall own Alternate Securities, together with all other securities of the Company issued, or other consideration transferred, to Holdings pursuant to this Agreement, to which Holdings is entitled in consideration of the transfer to the Company of the Symphony Collaboration Equity Securities. The foregoing described transactions between the Company and Holdings shall be settled on a net basis. For the avoidance of doubt, the parties hereby acknowledge and agree that Holdings may exercise its rights under this Section 2B(a) following each Specified Company Issuance that occurs after the date of this Agreement and on or prior to the Final Adjustment Date. (b) Not later than five (5) Business Days prior to the consummation of a Specified Company Issuance, the Company shall, in accordance with Section 13, deliver to Holdings a notice (a “Specified Issuance Notice”) setting forth in the Final Closing Statementreasonable detail: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in a description of the form and terms of Parent Sharesthe Additional Company Securities to be issued pursuant to the Specified Company Issuance (such Additional Company Securities, the “Alternate Securities”); or (ii) is less than the Closing Consideration, then such difference shall price at which the Alternate Securities will be paid issued pursuant to the Parent Specified Company Issuance; (iii) the estimated date of issuance of such Alternate Securities; and (iv) the amount and form of Alternate Securities that would be issued to an investor participating in cash out the Specified Company Issuance upon payment to the Company of an amount equal to the Escrow Account; providedPurchase Price. If Holdings elects to exercise its rights under Section 2B(a) with respect to a Specified Company Issuance, howeverHoldings, that if in accordance with Section 13, shall deliver to the Escrow Account is insufficient Company a notice of such election not later than one (1) Business Day prior to pay the Parent consummation of such difference, each Seller shall pay its Pro Rata Share Specified Company Issuance (the “Holdings Election Notice”). The failure of Holdings to notify the aggregate deficiency amount in cash. Any payments made Company pursuant to this Section 2.11 2B(b) shall be treated as an adjustment deemed to constitute the Purchase Price waiver by the Parties. For the purposes hereof the number Holdings of Parent Shares its rights under Section 2B(a) with respect to be issued or any decrease in the issuance thereof will be equal to the amount of the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereundersuch Specified Company Issuance.

Post-Closing Adjustment. (a) 1.9.1 Within ninety (90) days after following the Closing Date, Parent Purchaser shall prepare or cause to be prepared, and deliver to Representative Seller a statement certificate (the “Post-Closing Statement”) calculating (i) the Purchase Price (excluding any Earn-out Payments), (ii) signed by an authorized officer of Purchaser and setting forth its determination of the Net Working Capital as of the Effective Time (the “Closing Final Net Working Capital”), together with reasonable supporting detail; provided that the amount of Accrued Rebates to be included in the Final Net Working Capital shall be calculated and (iii) the Indebtedness of the Company as of the Effective Time certified by Seller to Purchaser (the “Accrued Rebates Calculation”) by the later of January 31, 2019 or forty-five (45) days after the Closing. 1.9.2 Within thirty (30) days after Seller’s receipt of the Post-Closing IndebtednessStatement (the “Review Period”). (b) If Representative disputes any amounts as shown , Seller shall complete its review of the Final Net Working Capital reflected on the Post-Closing Statement, Representative and Purchaser shall complete its review of the Accrued Rebates Calculation. If Seller wishes to dispute the Final Net Working Capital, or Purchaser wishes to dispute the Accrued Rebates Calculation, such Party shall deliver to Parent the other Party, prior to the expiration of the Review Period, a written notice (each, an “Objection Notice”) setting forth in reasonable detail the basis of such objection and the adjustment to the Final Net Working Capital that such Party believes should be made. Any items on the Post-Closing Statement not disputed in the Objection Notice(s) shall be irrevocably deemed to be accepted by the other Party. Each Party shall have fifteen (15) days after its receipt of an Objection Notice to review and respond in writing to such Objection Notice. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the disputed items within thirty (30) days after receipt of following a Party’s written response to the Closing Statement a notice Objection Notice (the “Dispute NoticeNegotiation Period”) setting forth Representative’s calculation of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant they shall only decide the specific items under dispute by the Parties refer their remaining differences (the “Disputed ItemsContested Adjustments”) to KPMG (the “CPA Firm”), solely who shall, acting as an expert and not as an arbitrator, determine in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation Agreement and, only with respect to the Neutral AccountantContested Adjustments so submitted, pursuant whether and to procedures what extent, if any, the Final Net Working Capital requires adjustment. The procedure and schedule under which any dispute with respect to any remaining Contested Adjustments shall be agreed submitted to among Parentthe CPA Firm shall be as follows: (a) Each of Purchaser and Seller shall submit any Contested Adjustments to the CPA Firm in writing (with a copy to the other party), Representative supported by any documents upon which it relies or as the CPA Firm reasonably requests. (b) Purchaser and Seller each shall execute any retainer agreements and fund one-half of any customary retainer requested by the CPA Firm, provided that such expense shall thereafter be allocated between Purchaser and Seller in accordance with Section 1.9.4 and the Neutral Accountant applicable Party shall reimburse the other Party in accordance with such allocation, as applicable. (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; c) Purchaser and the Parties Seller shall use their commercially reasonable efforts to cause the Neutral Accountant CPA Firm to resolve deliver its written determination to Purchaser and Seller no later than the differences between Parent thirtieth (30th) day after the Contested Adjustments are referred to the CPA Firm pursuant to Section 1.9.2(a). (d) Purchaser and Representative Seller shall make readily available to the CPA Firm all relevant Acquired Books and determine Records, other books and records, and any work papers (including those of the amounts Parties’ respective accountants) relating to be set forth on the Post-Closing Statement within twenty (20including the Accrued Rebates Calculation) days after and all other items reasonably required by the engagement of the Neutral AccountantCPA Firm. The Neutral AccountantCPA Firm’s determination of each Contested Adjustment shall be based solely on such presentations of only within the Parties (i.e., not on independent review) ranges submitted by Seller and on the definitions Purchaser and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest error. The fees Purchaser and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and RepresentativeSeller. (c) Promptly, but no later than five (5) Business Days after the final determination thereof, if the Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount of the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunder.

Post-Closing Adjustment. (a) Within ninety (90) days after the Closing Date, Parent Buyer shall prepare and deliver to Representative Seller Parent a statement (the “Closing Statement”) calculating (i) setting forth in reasonable detail Buyer’s calculation of the Purchase Price (excluding any Earn-out Payments), (ii) the Net Closing Date Working Capital as and its resulting calculation of the Effective Time (Closing Adjustment Amount. The Closing Statement shall be prepared in the “Closing Net Working Capital”), and (iii) the Indebtedness format of the Company as Form of Closing Statement using the Effective Time (the “Closing Indebtedness”)Accounting Principles. (b) If Representative Seller Parent disputes any amounts as shown on the Closing StatementStatement prepared by Buyer, Representative Seller Parent shall deliver to Parent Buyer within thirty sixty (3060) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth RepresentativeSeller Parent’s calculation of such amount the Closing Date Working Capital and its resulting calculation of the Closing Adjustment Amount (which shall be calculated in accordance with Section 3.3(a)) and describing in reasonable detail the basis for the determination of such different amountamount (such notice, the “Dispute Notice”, and each item in dispute, a “Disputed Item”). Any amounts not subject Buyer and Seller Parent shall use reasonable efforts to resolve the Disputed Items for a period of thirty (30) days after Seller Parent has given the Dispute Notice Notice. (c) If Buyer and Seller Parent have not resolved all of the Disputed Items (any such unresolved items, the “Unresolved Items”) within thirty (30) days after Seller Parent has given the Dispute Notice, then, within fifteen (15) days after the expiration of such period, Buyer and Seller Parent shall be paid promptly pursuant submit the Unresolved Items to Section 2.11(c)a jointly appointed independent and impartial certified public accountant who is a partner at a neutral nationally recognized accounting firm in the United States that is not the auditor or independent accounting firm of, and is otherwise independent of, the Parties and any of their respective Affiliates (the “Transaction Arbitrator”) for final and binding arbitration. If Representative does not deliver the Parties are unable to timely appoint a Dispute Notice to Parent Transaction Arbitrator within such fifteen (15) days of the expiration of the thirty (30) day periodresolution period described above, then either Buyer or Seller Parent may request that the American Arbitration Association appoint the Transaction Arbitrator. Buyer and Seller Parent shall each bear the respective fees and costs incurred by it and its respective Affiliates in connection with the matters set forth in this Section 3.3(c), except that the fees and disbursements of the Transaction Arbitrator shall be paid by Buyer or Seller Parent in proportion to those matters submitted to the Transaction Arbitrator that are resolved against Buyer or Seller Parent, as applicable, as such fees and disbursements are allocated by the Transaction Arbitrator pursuant to the foregoing. (d) The Transaction Arbitrator shall review and determine the Unresolved Items, and only the Unresolved Items, in a manner consistent with this Section 3.3(d) and the Accounting Principles. The review and determination shall be based solely on the grounds presented by Buyer and Seller Parent. In no event shall the Transaction Arbitrator’s determination of an Unresolved Item be for an amount outside the ranges proposed by Buyer and Seller Parent in the Closing Statement prepared and delivered the Dispute Notice, respectively. (e) Within ten (10) days after the appointment of the Transaction Arbitrator, Buyer and Seller Parent shall provide to the Transaction Arbitrator a copy of the Closing Statement and Dispute Notice, and shall each provide to the Transaction Arbitrator, with a copy to the other Party, a written report that states for each Unresolved Item the dollar amount in dispute, a narrative description of how the dollar amount was calculated or derived by such Party, if applicable, and an explanation of the rationale for such Party’s position; provided that each such report shall be consistent with the Closing Statement (in the case of Buyer) and the Dispute Notice (in the case of Seller Parent). Buyer and Seller Parent shall reasonably cooperate with the Transaction Arbitrator and shall provide to the Transaction Arbitrator and to each other, upon the request of the Transaction Arbitrator and in each case to the extent required to complete its review of the Unresolved Items, any non-privileged information and documentation, including any accountants’ work papers or internal accounting records, and make reasonably available to the Transaction Arbitrator employees of Buyer, on the one hand, and Seller Parent, on the other hand, in each case that have been involved in the preparation or review of the Closing Statement and Dispute Notice; provided, however, that the independent accountants of Seller Parent or Buyer shall not be obligated to make any working papers available to the Transaction Arbitrator unless and until the Transaction Arbitrator has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants. Neither Buyer, on the one hand, nor Seller Parent, on the other hand, shall disclose to the Transaction Arbitrator, and the Transaction Arbitrator shall not consider for any purpose, any settlement discussions or settlement offer made by Buyer, on the one hand, or Seller Parent, on the other hand, with respect to any objection under this Section 3.3, unless otherwise agreed in writing by Buyer and Seller Parent. (f) The place of arbitration shall be New York, New York. (g) Buyer and Seller Parent shall use their reasonable best efforts to cause the Transaction Arbitrator to issue its final written award regarding the Unresolved Items within thirty (30) days after such items are submitted for review, and otherwise as soon as practicable. The award shall include a reasonably detailed explanation of the changes, if any, required to be made to the Closing Statement. The award shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1. The award shall be final and binding upon the Parties and may be enforced in any court having jurisdiction; provided, however, that within seven (7) days after transmittal by the Transaction Arbitrator of the award, either Party may request in writing with a copy to the other Party, that the Transaction Arbitrator correct any clerical, typographical or computational errors in the award. The other Party shall have seven (7) days to respond and the Transaction Arbitrator shall dispose of the request within five (5) days after such seven (7) day period, after which the Closing Statement shall be revised. (h) Each Party shall provide promptly to the other Party all non-privileged information and reasonable access to employees as such other Party shall reasonably request to the extent required to complete its review of the Closing Statement or the Dispute Notice, as the case may be, including all work papers of the accountants who audited, compiled or reviewed such statements or notices, and shall otherwise cooperate in good faith with such other Party to arrive at a final determination of the Closing Statement; provided, however, that the independent accountants of the non-requesting Party shall not be obligated to make any working papers available to the requesting Party unless and until such requesting Party has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants. (i) The Parties agree that the procedures set forth in this Section 3.3 for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, provided that this provision shall not prohibit any Party from instituting litigation to enforce the ruling of the Transaction Arbitrator. (j) If Buyer and Seller Parent resolve the Disputed Items during the thirty (30) day period referred to in Section 3.3(b), the Closing Adjustment Amount agreed to by the Parties shall be deemed to be the “Final Closing Statement.Adjustment Amount” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then and the Closing Statement agreed to by the Parties shall be deemed to be the “Final Closing Statement. .” If Buyer and Seller Parent and Representative do not reach a final resolution on so resolve the Disputed Items and the Unresolved Items are submitted to the Transaction Arbitrator, the Closing Statement within thirty (30) days after Representative has given Adjustment Amount determined by the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, Transaction Arbitrator pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant Section 3.3 shall be deemed to be the “Final Closing Adjustment Amount” and the Closing Statement so determined by the Transaction Arbitrator shall be deemed to be the “Final Closing Statement. Such determination .” If Seller Parent does not timely deliver a Dispute Notice to Buyer, then the Closing Adjustment Amount proposed by Buyer in its Closing Statement shall be deemed to be the Neutral Accountant “Final Closing Adjustment Amount” and shall be conclusive and binding upon on the Parties, absent Fraud fraud or manifest error. (k) If the Final Closing Adjustment Amount is less than the Estimated Closing Adjustment Amount, then Seller Parent shall pay to Buyer an amount equal to the difference between the Estimated Closing Adjustment Amount and the Final Closing Adjustment Amount. The fees If the Final Closing Adjustment Amount is greater than the Estimated Closing Adjustment Amount, then Buyer shall pay to Seller Parent an amount equal to the difference between the Final Closing Adjustment Amount and expenses of the Neutral Accountant Estimated Closing Adjustment Amount. If the Final Closing Adjustment Amount is equal to the Estimated Closing Adjustment Amount, then no payment shall be due under this Section 3.3(k). Any amounts due pursuant to this Section 3.3(k) shall be paid promptly by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing relevant party (and in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and Representative. (c) Promptly, but no later than event within five (5) Business Days Days) after the final determination thereof, if the Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent thereof in cash out in U.S. Dollars by wire transfer of the Escrow Account; provided, however, that if the Escrow Account is insufficient immediately available funds to pay the an account designated by Seller Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount or Buyer (as applicable) at least two (2) Business Days in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount of the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunderadvance.

Post-Closing Adjustment. (a) Within ninety forty-five (9045) days after the Closing Date, Parent Buyer shall prepare and deliver to the Representative a statement setting forth its calculation of the Final Consideration, including the Closing Indebtedness and Transaction Expenses (the “Preliminary Closing Statement”) calculating (i) ). During the Purchase Price (excluding any Earn-out Payments), (ii) period following the Net Working Capital as Representative’s receipt of the Effective Time Preliminary Closing Statement and until the Final Consideration is finally determined pursuant to this Section 2.11, the Representative and its accountants shall be permitted to review Buyer’s books and records and working papers related to Buyer’s preparation of the Preliminary Closing Statement. The Preliminary Closing Statement shall become final and binding upon Buyer, the Stockholders and the Optionholders thirty (30) days after the Representative’s receipt thereof, unless the Representative gives written notice of its disagreement (the “Notice of Disagreement”) to Buyer prior to such date, specifying in reasonable detail the nature of any disagreement so asserted and shall only include disagreements based upon mathematical errors or based upon the Preliminary Closing Net Working Capital”)Statement not being prepared in accordance with this Section 2.11 and the related definitions contained herein. If a timely Notice of Disagreement is received by Buyer, then all amounts that are not in dispute shall be paid by the party owing such amount by wire transfer of immediately available funds no later than five business days after the time period in which the Representative delivers such Notice of Disagreement pursuant to Section 2.12 hereof. The determination of Closing Indebtedness, Transaction Expenses and Final Consideration (iiias revised in accordance with clause (x) or (y) below) shall become final and binding upon the Stockholders and the Optionholders on the earliest of (x) the Indebtedness date Buyer and the Representative resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (y) the date all matters in dispute are finally resolved in writing by the Dispute Resolution Auditor specified below. The Representative and Buyer shall negotiate in good faith to resolve any objections specified in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Company as Notice of Disagreement, the Effective Time Representative and Buyer shall submit such dispute to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the “Closing IndebtednessDispute Resolution Auditor”). The Dispute Resolution Auditor shall consider only those items and amounts which are identified in the Notice of Disagreement as being items which the Representative and Buyer are unable to resolve. The Representative and Buyer shall use their commercially reasonable efforts to cause the Dispute Resolution Auditor to resolve all disagreements as soon as practicable. Further, the Dispute Resolution Auditor’s determination shall be based solely on the presentations by Buyer and the Representative which are in accordance with the terms and procedures set forth in this Agreement, the provisions of this Section 2.11 and the related definitions contained herein (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Auditor shall be final, binding and non‑appealable on Buyer, the Stockholders and the Optionholders for purposes of this Section 2.11. The fees and expenses of the Dispute Resolution Auditor shall be allocated between Buyer, on the one hand, and the Stockholders and the Optionholders, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party (with each Stockholder and Optionholder responsible for its portion of such costs and expenses (determined on a pro rata basis according to each Person’s Common Percentage)). (b) If Representative disputes any amounts the Final Consideration as shown on the Closing Statement, Representative shall deliver to Parent within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly finally determined pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (302.11(a) day period, then the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital above is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and Representative. (c) Promptly, but no later greater than five (5) Business Days after the final determination thereof, if the Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent Buyer shall pay to the Representative (on behalf of the Stockholders and the Optionholders to the extent of each Person’s Common Percentage) such excess amount excess. If the Final Consideration as finally determined pursuant to Sellers in the form of Parent Shares; or (iiSection 2.11(a) above is less than the Closing Consideration, then such difference shall be paid each Stockholder and Optionholder (to the Parent in cash out extent of the Escrow Accounteach Person’s Common Percentage), shall pay to Buyer such shortfall; provided, howeverthat, that if at Buyer’s sole option, the Representative (on behalf of the Stockholders and the Optionholders) shall provide instructions to the Escrow Account is insufficient Agent to pay deliver to Buyer from the Parent Escrow Amount such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cashshortfall. Any payments Payments to be made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease made in the issuance thereof will be equal to the amount of the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunderaccordance with Section 2.12.

Post-Closing Adjustment. (a) Within ninety (90) days after If Seller disputes the Closing Date, Parent shall prepare and deliver to Representative a statement (the “Closing Statement”) calculating (i) the Purchase Price (excluding any Earn-out Payments), (ii) the Net Working Capital as calculated by Buyer, not more than 30 calendar days after the date Seller receives such Statement of the Effective Time (the “Closing Net Working Capital”), and (iii) the Indebtedness of the Company as of the Effective Time (the “Closing Indebtedness”). (b) If Representative disputes any amounts as shown on the Closing Statement, Representative Seller shall deliver to Parent within thirty (30) days after Buyer a Notice of Dispute. Upon receipt of the Notice of Dispute, Seller and Buyer shall promptly consult with each other with respect to the specified points of disagreement in an effort to resolve the dispute. If any such dispute cannot be resolved by Seller and Buyer within 30 calendar days after Buyer receives the Notice of Dispute, Seller and Buyer shall jointly refer the dispute to the Accountant as an arbitrator to finally resolve, as soon as practicable, and in any event within 45 calendar days after such reference, those items and amounts specifically set forth and objected to in the Notice of Dispute with respect to the Closing Net Working Capital reflected on the Statement of Closing Net Working Capital. For purposes of such arbitration each of Seller and Buyer shall submit a notice (the “Dispute Notice”) setting forth Representative’s proposed calculation of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then the Closing Statement prepared Net Working Capital. The Accountant shall apply the terms of Section 2.4 of this Agreement, and delivered by Parent shall be deemed to be otherwise conduct the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve arbitration under such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If procedures as the Parties resolve may agree or, failing such differencesagreement, under the then prevailing Commercial Rules of the Closing Statement agreed to by American Arbitration Association. Each of the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), bear its own expenses in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance connection with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest errorarbitration. The fees and expenses of the Neutral Accountant shall be paid by incurred in connection with the Party whose calculation arbitration of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed allocated fifty percent (50%) to authorize Seller and fifty percent (50%) to the Buyer; provided, that such fees and expenses shall not include, so long as a Party complies with the procedures of this Section, the other Party’s outside counsel or permit accounting fees. All determinations by the Neutral Accountant to: (i) determine any questions shall be final, conclusive and binding with respect to the Closing Net Working Capital, in the absence of fraud or matters whatsoever under or manifest error. The scope of the disputes to be arbitrated by the Accountant is limited to whether the calculation of Closing Net Working Capital was done in connection a manner consistent with this Agreement except and whether there were mathematical errors in the Statement of Closing Net Working Capital, and the Accountant is not to make any other determinations, including any determination as to whether GAAP was followed for the resolution Statement of differences between Parent Closing Net Working Capital or as to whether the December Net Working Capital is correct. (b) The Aggregate Consideration shall be adjusted as follows, based on the Closing Net Working Capital determined pursuant to Sections 2.4 and Representative regarding 2.5: Seller shall pay to Buyer the determination amount by which the Closing Net Working Capital is less than the December Net Working Capital, or Buyer shall pay to Seller the amount by which the Closing Net Working Capital exceeds the December Net Working Capital, in either case, plus interest, compounded annually, calculated using a 365 day year from the Closing Date through the date prior to the date of payment at a per annum rate equal to the prime rate reported by the Wall Street Journal under “Money Rates” as of the Final Closing Statement; Date. Any payment so required to be made by either Seller or Buyer shall be by wire transfer of immediately available funds, not more than seven (ii7) resolve any such differences Business Days after final determination thereof, to an account to be designated by making an adjustment the payee at least two (2) Business Days prior to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and Representativedue date. (c) PromptlyThe Parties agree that the calculation of the Houston Net Book Value set forth on Schedule 1.45 was prepared by Seller without independent verification by Buyer. During the period in which Buyer is preparing the Statement of Closing Net Working Capital, but no later than five Buyer and its accountants will also review the information set forth on Schedule 1.45. If Buyer believes that there are inaccuracies in Schedule 1.45, it will submit those inaccuracies to Seller along with Buyer’s Statement of Closing Net Working Capital. If Seller disagrees with Buyer, Seller shall have the right to include any disagreement regarding the calculation of the Houston Net Book Value in its Notice of Dispute, and the resolution and final settlement of any such dispute will be handled in accordance with the provisions of Section 2.5(a) and (5b) Business Days above. (d) The Parties acknowledge that the Aggregate Consideration assumes that prior to Closing none of the Known Environmental Liabilities set forth on Schedule 1.57 were corrected or remediated by Seller. The Parties agree that Seller shall have 10 calendar days after the final determination thereof, if Closing Date to review the Purchase Price (excluding any Earn-out Payments) Known Environmental Liabilities set forth in on Schedule 1.57. If Seller believes that it has remediated or corrected any of the Final Known Environmental Liabilities set forth on Schedule 1.57 prior to Closing, Seller will submit a list of those remediated or corrected items to Buyer. Any agreed upon adjustments to the Aggregate Consideration related to Seller’s pre-Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form correction or remediation of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall Known Environmental Liabilities will be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this accordance with Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount of the excess (in the case of item (i2.5(b) of this subsection (c)) divided by the value of a Consideration Share hereunderabove.

Post-Closing Adjustment. (aA) Within ninety (90) Parent shall cause to be prepared and, as soon as practical, but in no event later than 75 days after the Closing Date, Parent shall prepare and deliver cause to Representative be delivered to the Representative, a statement (the “Closing Statement”) calculating (i) containing the Purchase Price (excluding any Earn-out Payments)actual amounts of Closing Cash, (ii) the Net Closing Indebtedness, Closing Working Capital as and Seller Expenses, together with a calculation of the Effective Time (the “Cash Merger Consideration based on such amounts. The Closing Net Working Capital”Statement and all amounts, estimates, determinations and calculations contained therein shall be prepared and calculated in accordance with Section 2.10(c). Parent shall, and (iii) shall cause the Indebtedness of Surviving Corporation and its auditors to, make available to the Company as of Representative and its auditors all records and work papers used in preparing the Effective Time (the “Closing Indebtedness”)Statement. (bB) If the Representative disputes any amounts as shown on disagrees in whole or in part with the Closing Statement, Representative shall deliver to Parent then, within thirty (30) 30 days after its receipt of the Closing Statement a notice Statement, the Representative shall notify Parent of such disagreement in writing (the “Dispute NoticeNotice of Disagreement”), setting forth in reasonable detail the particulars of any such disagreement. Any Notice of Disagreement shall include a copy of Parent’s Closing Statement marked to indicate the specific line items of the Closing Statement that are in dispute (the “Disputed Line Items”) setting forth and shall be accompanied by the Representative’s calculation of such amount each of the Disputed Line Items and describing in reasonable detail the basis for the Representative’s revised Closing Statement setting forth its determination of the Estimated Cash Merger Consideration and any component thereof. All items that are not Disputed Line Items shall be final, binding and conclusive for all purposes hereunder unless the resolution of a Disputed Line Item affects an undisputed item, in which case such different amount. Any amounts not subject undisputed item shall remain open and be considered a Disputed Line Item to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c)extent of such corresponding effect. If In the event that the Representative does not deliver provide a Dispute Notice to Parent of Disagreement within such thirty (30) -day period, then the Closing Statement prepared and delivered by Parent Representative shall be deemed to be have accepted in full the “Final Closing Statement.” The Parties Statement as prepared by Parent, and such Closing Statement shall become final, binding and conclusive for all purposes hereunder as of 5:00 p.m. New York time on such 30th day. In the event any Notice of Disagreement is properly and timely provided, Parent and the Representative shall use commercially reasonable efforts to resolve such differences within for a period of thirty 30 days (or such longer period as they may mutually agree) to resolve any Disputed Line Items. During such 30) days after -day period, Parent and the Representative has given shall cooperate with each other and shall have reasonable access to the Dispute Notice. If books and records, working papers, schedules and calculations of the Parties resolve such differences, then other used in the preparation of the Closing Statement and the Notice of Disagreement and the determination of the Cash Merger Consideration and Disputed Line Items and the officers and other employees of the other Party, in each case, to the extent reasonably necessary or appropriate in connection with the resolution of the Disputed Line Items. All Disputed Line Items agreed to during such 30-day period shall be final, conclusive and binding on the Parties and not subject to further appeal. If, at the end of such period, Parent and the Representative are unable to resolve all such Disputed Line Items, then any such remaining Disputed Line Items shall be referred to a nationally recognized independent accounting firm mutually and reasonably acceptable to Parent and the Representative (the “Accounting Firm”). Parent and the Representative will enter into reasonable and customary arrangements for the services to be rendered by the Parties Accounting Firm under this Section 2.10(b)(ii)(B), such services to be provided in the Accounting Firm’s capacity as an accounting expert and not an arbitrator. The Accounting Firm shall be deemed directed to be determine as promptly as practicable whether the Final Closing Statement. If Parent and Representative do not reach a final resolution on Merger Consideration as set forth in the Closing Statement within thirty (30) days after Representative has given requires adjustment. The Accounting Firm shall be instructed that, in making such determination, it may not assign a value greater than the Dispute Noticegreatest value for such item claimed by either party or smaller than the smallest value for such item claimed by either Party, unless and that the Accounting Firm is only to consider matters still in dispute between Parent and Representative mutually agree to continue their efforts to resolve such differencesthe Representative. Parent, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative Surviving Corporation and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation furnish to the Neutral AccountantAccounting Firm such work papers and other documents and information relating to the Disputed Line Items, pursuant to procedures to be agreed to among Parentand shall provide interviews and answer questions, Representative and the Neutral Accountant (or, if they cannot agree on as such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s Accounting Firm may reasonably request. The determination of the amounts to Accounting Firm shall be set forth final, conclusive and binding on the Closing Statement; Parties and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations the terms of this Agreement (including Section 2.10(a)) and the written submissions by Parent and the Representative and not by independent review. (C) The costs and expenses for the services of the Parties (i.e.Accounting Firm shall be borne by the Surviving Corporation, not on independent review) and on the definitions one hand, and the Representative (on behalf of the Sellers), on the other terms included hereinhand, in inverse relation to their success with respect to any disputes submitted to the Accounting Firm for resolution. The Closing Statement determined by Subject to the Neutral Accountant foregoing sentence, each party shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest error. The responsible for its own fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or incurred in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and RepresentativeSection 2.10(b). (cD) PromptlyAfter the Cash Merger Consideration has been finally determined in accordance with this Section 2.10(b)(ii) (the Cash Merger Consideration as so determined, but no later than five the “Final Cash Merger Consideration”), the following payments shall be made: (51) Business Days after the final determination thereof, if the Purchase Price (excluding any Earn-out Payments) set forth in If the Final Closing Statement: (i) Cash Merger Consideration exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Estimated Cash Merger Consideration, then such difference the Surviving Corporation shall be paid to the Parent pay an amount in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient equal to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency excess (but not more than an amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount of the excess Cap) to the Paying Agent or Surviving Corporation, as applicable (for further distribution to the Sellers on a pro rata basis based on their respective Pro Rata Shares in accordance with Section 2.13); or (2) If the case Estimated Cash Merger Consideration exceeds the Final Cash Merger Consideration (such excess, the “Shortfall Amount”), then Parent and the Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse to the Surviving Corporation, from the Escrow Account, an amount of item cash and an amount of Escrow Shares (ivalued at the Parent Market Price) (but not more than the Escrow Amount), pro rata in amount to the Escrow Shares and Cash Escrow Amount contributed to the Escrow Account) from the Escrow Account equal to such Shortfall Amount. (E) Any amount payable pursuant to Section 2.10(b)(ii)(D) shall be paid within 10 Business Days after the determination of this subsection (c)) divided the Final Cash Merger Consideration by wire transfer of immediately available funds to the account designated in writing by the value of a Consideration Share hereunderrecipient thereof. (F) Payments pursuant to this Section 2.10(b)(ii) shall be treated for all purposes as adjustments to the Cash Merger Consideration.

Post-Closing Adjustment. (a) Within ninety ten (9010) business days after the Closing Date, Parent Seller shall prepare and deliver to Representative a statement determine the amount of the Transferred Inventory Value as of the Closing Date (the “Closing StatementTransferred Inventory Value”) calculating (i) and deliver a statement of such Closing Transferred Inventory Value to the Purchase Price (excluding any Earn-out Payments), (ii) the Net Working Capital as of the Effective Time (the “Closing Net Working Capital”), and (iii) the Indebtedness of the Company as of the Effective Time (the “Closing Indebtedness”)Purchaser. (b) If Representative disputes The Closing Transferred Inventory Value shall be determined in accordance with U.S. generally accepted accounting principles applied consistently with the past practices of Seller and the preparation of the Reference Balance Sheet. Such Closing Transferred Inventory Value shall exclude any amounts purchase price accounting adjustments Purchaser is required to make under U.S. generally accepted accounting principles. (c) In the event Purchaser does not agree as shown on to the amount of the Closing StatementTransferred Inventory Value as determined by Seller, Representative then Purchaser shall deliver to Parent within thirty (30) days after receipt of the Closing Statement Seller a notice (the “Dispute Notice”) setting forth Representative’s calculation of such amount and written statement describing in with reasonable detail the basis for any such claim within fifteen (15) business days after receiving Seller’s statement of Closing Transferred Inventory Value and shall prepare its own calculation of the determination Closing Transferred Inventory Value. Purchaser and Seller will then use reasonable efforts to resolve any such claims on the Closing Transferred Inventory Value themselves. If they do not obtain a final resolution within forty-five (45) business days after the Closing Date, however, Purchaser and Seller will select an accounting firm from among the “Final Four” accounting firms mutually acceptable to them to resolve any remaining such claims. If Purchaser and Seller are unable to agree on the choice of an accounting firm, they will select a nationally recognized accounting firm by lot (after Asset Purchase Agreement Execution Version excluding any such different amountfirm engaged by Purchaser, Seller or their Affiliates) (the “Arbitrating Accountant”). Any amounts not subject Upon submission to the Dispute Notice Arbitrating Accountant for resolution, Purchaser and Seller shall be paid promptly pursuant to Section 2.11(c)each indicate in writing its position on each disputed matter. If Representative does not deliver The Arbitrating Accountant shall make a Dispute Notice to Parent within such thirty written determination on the final amount of Closing Transferred Inventory Value (30) day period, then the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30Transferred Inventory Value”) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) no later than 180 days after the engagement of the Neutral Accountant. The Neutral Accountant’s Closing Date and such determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall will be conclusive and binding upon the Parties, absent Fraud or manifest errorPurchaser and Seller. The fees and expenses of the Neutral Arbitrating Accountant shall be entirely paid by the party (Purchaser or Seller) against whom in excess of 50% of the aggregate disputed amount is determined by the Arbitrating Accountant, or if 50% of the aggregate disputed amount is determined against each party then each party shall pay one-half of such fees and expenses. (d) Purchaser will make the work papers and back-up materials necessary for the determination of the Closing Transferred Inventory Value, and any books, records and financial staff of the CNS Division, available to Seller and its accountants and other representatives and to the Arbitrating Accountant resolving any claim concerning the Closing Transferred Inventory Value at reasonable times and upon reasonable notice at any time during (i) the determination of the Closing Transferred Inventory Value, and (ii) the resolution by Purchaser and Seller and/or the Arbitrating Accountant of any objections thereto. (e) Seller will make the work papers and back-up materials used in the determination of the Closing Transferred Inventory Value, and its financial staff and other relevant employees available to Purchaser and its accountants and other representatives and to the Arbitrating Accountant resolving any claim concerning the Closing Transferred Inventory Value at reasonable times and upon reasonable notice at any time during (i) the determination of the Closing Transferred Inventory Value, (ii) the review by Purchaser of the Closing Transferred Inventory Value, and (iii) the resolution by Purchaser and Seller and/or the Arbitrating Accountant of any objections thereto. (f) The Purchase Price will be adjusted if the Closing Transferred Inventory Value as determined under this Section 2.4 is greater than or less than the Target Value. If the Undisputed Closing Transferred Inventory Value is greater than the Target Value, then the Purchase Price will be increased accordingly on a dollar-for-dollar basis of the amount of such excess and such amount will be paid by Purchaser and/or IP Purchaser to Seller by wire transfer of immediately available funds to an account designated by Seller in writing, no later than five business days after the date for delivery of Purchaser’s statement pursuant to the first sentence of Section 2.4(c), whether or not such statement is delivered. If the Undisputed Closing Transferred Inventory Value is less than the Target Value, then the Purchase Price will be decreased on a dollar-for-dollar basis by the amount of such deficiency and Seller will pay such amount to Purchaser by wire transfer of immediately available funds to an account designated by Purchaser and IP Purchaser in writing, no later than five business days after the date provided in the previous sentence. If an Arbitrating Accountant determines Final Closing Transferred Inventory Value pursuant to Section 2.4(c), then within five business days of such determination: (i) if the Final Closing Transferred Inventory Value is greater than the Undisputed Closing Transferred Inventory Value, then the Purchase Price will be increased accordingly and the difference between the Final Closing Transferred Inventory Value and the Undisputed Closing Transferred Inventory Value shall be paid by Purchaser and/or IP Purchaser by wire transfer to the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statementaccount designated by Seller; or (ii) resolve any such differences by making an adjustment to if the Final Closing Statement that Transferred Inventory Value is outside of less Asset Purchase Agreement Execution Version than the range defined by amounts as finally proposed by Parent and Representative. (c) PromptlyUndisputed Closing Transferred Inventory Value, but no later than five (5) Business Days after the final determination thereof, if then the Purchase Price (excluding any Earn-out Payments) set forth in will be decreased accordingly and the difference between the Final Closing Statement: (i) exceeds Transferred Inventory Value and the Undisputed Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference Transferred Inventory Value shall be paid by Seller by wire transfer to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cashan account designated by Purchaser. Any payments made pursuant to this Section 2.11 There shall be treated as an no adjustment to the Purchase Price and no payment by the Parties. For the purposes hereof the number of Parent Shares any Party if any amount to be issued or any decrease in the issuance thereof will paid pursuant to this Section 2.4(f) would be equal to the amount of the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunderless than $10,000.

Post-Closing Adjustment. (ai) Within ninety (90) days after the Closing Date, Parent Purchaser shall prepare and deliver to Representative Seller within ninety (90) calendar days following the Closing Date a statement setting forth its calculation of the Closing Working Capital, which statement shall contain a balance sheet of the Business as of the Closing Date (without giving effect to the transactions contemplated herein) and a calculation of the Closing Working Capital (the “Closing Date Statement”). The Closing Date Statement shall be prepared in the manner set forth in Section 3.2(b)(i) calculating (i) of the Purchase Price (excluding any Earn-out Payments), Peanuts Transaction Agreement. (ii) the Net Working Capital as of the Effective Time If Seller does not notify Purchaser in writing within forty-five (the “Closing Net Working Capital”), and (iii45) the Indebtedness of the Company as of the Effective Time (the “Closing Indebtedness”). (b) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Parent within thirty (30) calendar days after Seller’s receipt of the Closing Date Statement a notice that it disputes any of the information or calculations provided to Seller in the Closing Date Statement, the Closing Date Statement shall be final and conclusive. If Seller disagrees with any of the information or calculations provided by Purchaser in the Closing Date Statement, Seller may, within forty-five (the “Dispute Notice”45) setting forth Representative’s calculation calendar days after delivery of such amount statement to it, deliver a written notice to Purchaser stating the existence and describing in reasonable detail the basis for the determination nature of such different amountdisagreement. Any such notice of disagreement shall specify those items or amounts not subject as to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c)which Seller disagrees. If Representative does not deliver a Dispute Notice such notice of disagreement is delivered, the parties shall use their reasonable best efforts to Parent reach agreement on the disputed items or amounts within ten (10) Business Days after Purchaser’s receipt of such notice. If the parties are unable to reach agreement on the disputed items within such thirty (30) day period, then the Closing Statement prepared and delivered by Parent shall issues in dispute will be deemed submitted to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period mutually agreed firm of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties nationally recognized independent certified public accountants (the “Disputed ItemsAccountants”) for review and resolution, with instructions to complete the review as promptly as practicable. Each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its Affiliates (or its independent public accountants), solely and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants. The parties shall instruct the Accountants that their determination shall not result in a Peanuts Adjustment in an amount higher than the Peanuts Adjustment proposed by Seller (or its Affiliates) or an amount lower than the Peanuts Adjustment proposed by Purchaser. The resolution of the Accountants in accordance with the terms provisions of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant Section 3.2 shall be conclusive and binding upon on the Parties, absent Fraud or manifest errorparties. The Seller and Purchaser shall each pay one-half of the fees and expenses of the Neutral Accountant shall be paid charged by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and RepresentativeAccountants. (ciii) Promptly, but no later than five (5) Business Days after the final determination thereof, if the Purchase Price (excluding any Earn-out Payments) set forth in the Final The Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made Working Capital determined pursuant to this Section 2.11 3.2(b) shall be treated used to determine whether there is a “Working Capital Deficiency” or a “Working Capital Excess” (as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease such terms are defined in the issuance thereof will be equal Peanuts Transaction Agreement) pursuant to the amount Section 3.2(b)(iii) of the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunderPeanuts Transaction Agreement.

Post-Closing Adjustment. (a) Within ninety [*], Purchaser (90or one of its Affiliates) days after the Closing Date, Parent shall prepare and deliver deliver, or cause to Representative be prepared and delivered, to the Seller: (i) (A) an aggregated balance sheet for the Company Group as at the Measurement Time in the form and including only the items shown in the Pro Forma Balance Sheet and Net Cash Principles, and (B) a separate individual balance sheet and related statements of income and cash flows and operations for Falikang as at the Measurement Time (the “Closing Balance Sheet”); and (ii) a statement (the “Closing Statement”) calculating (i) the Purchase Price (excluding any Earn-out Payments), (ii) the Net Working Capital as setting forth its good faith determination of the Effective Time amount of (A) Actual Closing Cash, (B) Actual Closing Indebtedness, (C) Actual Transaction Expenses, (D) Actual Services Reimbursement Payment and (E) Actual Net Cash; and, based on such amounts, the Closing Payment (such amount, as finally determined, the “Actual Closing Net Working CapitalPayment”). The Closing Statement shall be prepared in accordance with the Accounting Standards, and (iii) the Indebtedness of the Company as of the Effective Time (the “Closing Indebtedness”)applicable. (b) If Representative disputes any amounts as shown on Unless the Seller notifies Purchaser in writing [*] that Seller believes in good faith that the Closing Statement, Representative shall deliver to Parent within thirty (30) days after receipt of Balance Sheet and/or the Closing Statement contains mathematical errors or was not prepared in accordance with this Agreement and such notification specifies in reasonable detail each item that Seller disputes (each, a notice (the “Dispute NoticeDisputed Item”) setting and an alternative calculation for each such Disputed Item (a “Notice of Objection”), the Closing Balance Sheet and/or the Closing Statement and the determinations set forth Representative’s calculation therein shall be final, binding and conclusive on the Parties. Any Notice of such amount and describing Objection shall specify in reasonable detail the basis for the determination of such different amountobjections set forth therein. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then the Closing Statement prepared and delivered by Parent Seller shall be deemed to be have agreed with all other items and amounts contained in the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then Balance Sheet and/or the Closing Statement agreed to not so disputed by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and RepresentativeSeller. (c) PromptlyIf Seller provides the Notice of Objection to Purchaser within the Objection Period, but no later than five Seller and Purchaser shall, [*], attempt in good faith to resolve each Disputed Item. If Seller and Purchaser are unable to resolve all of the Disputed Items within the Resolution Period (5) Business Days after the “Unresolved Items”), the Unresolved Items shall be submitted to a nationally recognized independent valuation, accounting or specialty firm to be mutually agreed upon by Seller and Purchaser (such agreed firm being the “Independent Expert”). The Independent Expert shall be engaged pursuant to an engagement letter among Seller, Purchaser and the Independent Expert on terms and conditions consistent with this Section 2.7(c). The Independent Expert shall be instructed, pursuant to such engagement letter, to resolve only the Unresolved Items and not to otherwise investigate any matter independently. Seller and Purchaser each agree to furnish to the Independent Expert access, except as required by Law, to such individuals and such information, books and records as may be reasonably required by the Independent Expert to make its final determination thereof(and any such information, if books and records shall be provided to the Purchase Price (excluding any Earn-out Payments) set forth other such Party prior to its [*] = Certain confidential information contained in the Final Closing Statement: this document, marked by brackets, has been omitted because it is both (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or not material and (ii) is less than the Closing Consideration, then such difference shall be paid would likely cause competitive harm to the Parent in cash out of company if publicly disclosed. submission or presentation to the Escrow AccountIndependent Expert). Seller and Purchaser shall also instruct the Independent Expert to render its reasoned written decision [*]; provided, however, that if either Seller or Purchaser fails to present requested information or furnish access to the Escrow Account is insufficient Independent Expert within the time determined by the Independent Expert, then the Independent Expert shall render its decision based solely on the information actually presented and access actually furnished to pay it by Seller and Purchaser. With respect to each Unresolved Item, such decision shall be made based on the Parent such differenceterms and conditions of this Agreement and, each if not in accordance with the position of either Seller or Purchaser, shall pay its Pro Rata Share not be in excess of the aggregate deficiency higher, nor less than the lower, of the amounts advocated by Purchaser in the Closing Balance Sheet and/or the Closing Statement or Seller in the Notice of Objection with respect to such Unresolved Item. Except as Seller and Purchaser may otherwise agree, all communications between Seller and Purchaser or any of their respective Representatives, on the one hand, and the Independent Expert, on the other hand, shall be in writing with copies simultaneously delivered to the other such Party. The resolution of Unresolved Items by the Independent Expert shall be final, binding and conclusive on the Parties (absent manifest error). All fees and expenses of the Independent Expert shall be borne on a proportionate basis by Purchaser, on the one hand, and Seller, on the other, based on the percentage which the portion of the contested amount not awarded in cashfavor of Purchaser or Seller bears to the amount actually contested by such Person. Any payments made Solely for illustrative purposes, if Purchaser’s calculations would have resulted in a $1,000,000 net payment to Purchaser, and the Seller’s calculations would have resulted in a $1,000,000 net payment to Seller and the Independent Expert’s final determination as adopted pursuant to this Section 2.11 2.7(c) results in an aggregate net payment of $500,000 to Seller, then Purchaser, on the one hand, and Seller, on the other hand, shall be treated as an adjustment pay seventy five per cent (75%) and twenty five per cent (25%), respectively, of such fees and expenses. (d) The Parties acknowledge and agree that the Actual Closing Payment calculated pursuant to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares this Section 2.7 is intended to be issued or any decrease in the issuance thereof will be equal to accurately reflect the amount of the excess (Actual Net Cash and that the calculations of the Actual Net Cash shall be performed in the case same way, using the same accounting methods, judgments, policies, principles, practices, procedures, classifications and estimation methodologies as used to calculate the Estimated Net Cash. For the avoidance of item doubt, there shall be no double counting (iwhether positive or negative) of this subsection any item to be included in Actual Net Cash. (c)e) divided Each Party shall use its commercially reasonable efforts to provide [*] to the other Party all information, books and records and reasonable access to such Party’s Representatives as such other Party shall reasonably request in connection with review of the Closing Balance Sheet and the Closing Statement or the Notice of Objection, as the case may be, including all work papers of the accountants who audited, compiled or reviewed such statements or notices, and shall otherwise cooperate in good faith with such other Party to arrive at a final determination of the Closing Balance Sheet and the Closing Statement, except as required by the value of a Consideration Share hereunderLaw.

Post-Closing Adjustment. The Initial Contribution Consideration shall be subject to adjustment as follows: (a) Within ninety (90) days after As promptly as practicable following the Closing Date, Parent but in no event more than sixty (60) days following the Closing Date, the REIT shall prepare and deliver to Representative the Contributor the following: (i) a statement balance sheet of the Manager as of the Closing (the “Closing StatementDate Balance Sheet”) calculating (i) the Purchase Price (excluding any Earn-out Payments)that shall be prepared in accordance with GAAP, and (ii) a calculation of the Net Working Capital Asset Amount of the Manager as of the Effective Time Closing Date (collectively with the Closing Date Balance Sheet, the “Closing Net Working CapitalDate Financial Information”), which calculation shall include a worksheet setting forth in reasonable detail how the Net Asset Amount was calculated and (iii) shall be substantially in form of, and calculated in a manner consistent with the Indebtedness of the Company as of the Effective Time (the “Closing Indebtedness”items included on, Schedule 2.04(a). (b) If Representative disputes The Contributor shall have twenty (20) days (subject to extension for any amounts as shown on delays encountered by the Contributor in gaining access to, or receiving, requested records or information) to enable it to review and verify the Closing StatementDate Financial Information (the “Review Period”). During such period, Representative the REIT shall deliver cause the Manager to Parent make available its financial records and provide requested information, and the Manager shall make available its financial records and provide requested financial information relating to periods prior to the Closing Date and the Closing Date Balance Sheet, as the Contributor may reasonably request to enable the Contributor or its agents to verify the Closing Date Financial Information. Based upon its review, on or prior to the end of the Review Period (as it may be extended as aforesaid), the Contributor shall either confirm the Closing Date Financial Information is correct or notify the REIT in writing of any proposed adjustments or objections to the Closing Date Financial Information. (c) The Contributor and the REIT shall endeavor in good faith to resolve by mutual agreement all adjustments or objections proposed by the Contributor to the Closing Date Financial Information during, or within thirty (30) days following, the Review Period. If the Contributor and the REIT are unable to resolve any matter with respect to the Closing Date Financial Information within thirty (30) days after receipt of the Closing Statement Review Period, the REIT and the Contributor shall retain a notice nationally recognized independent accounting firm acceptable to the Contributor and the REIT (the “Dispute NoticeReviewing Accountant”) setting to resolve any disputed matters as promptly as practicable. The Reviewing Accountant shall: (i) address only those disputed matters submitted to the Reviewing Accountant for resolution; (ii) make its determination in writing; and (iii) not assign a value greater than the greatest value for any such item claimed by the REIT or the Contributor, or smaller than the smallest value for any such item claimed by the REIT or the Contributor. The parties shall cooperate in good faith with each other and the Reviewing Accountant in connection with the matters set forth Representative’s calculation of in this Section 2.04, including by furnishing such amount and describing in reasonable detail the basis for the information as may be reasonably requested. The determination of such different amount. Any amounts the Reviewing Accountant shall be final and binding with respect to any disputed matters, and not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided belowcollateral attack for any reason absent manifest error or fraud. The Neutral Accountant Contributor shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make pay a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination portion of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Reviewing Accountant shall be paid equal to one-hundred percent (100%) multiplied by a fraction, the Party whose calculation numerator of which is the total amount of disputed amounts submitted to the Reviewing Accountant that are resolved in favor of the Closing Net Working Capital is farther from REIT (that being the Neutral difference between the Reviewing Accountant’s calculation thereof. Nothing in this Section 2.11(bdetermination and the Contributor’s determination) shall be construed and the denominator of which is the total amount of disputed amounts submitted to authorize or permit the Neutral Reviewing Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for that being the resolution of differences between Parent sum total by which the REIT’s determination and Representative regarding the Contributor’s determination differ from the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement Reviewing Accountant). The REIT shall pay that is outside portion of the range defined by amounts as finally proposed by Parent fees and Representative. (c) Promptly, but no later than five (5) Business Days after the final determination thereof, if the Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent in cash out expenses of the Escrow Account; provided, however, Reviewing Accountant that if the Escrow Account Contributor is insufficient not required to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount of the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunder.

Post-Closing Adjustment. (a) Within ninety Promptly following the ninetieth (9090th) days after day following the Closing Date, Parent shall Buyer shall, at its expense, prepare and deliver submit to the Stockholder Representative a statement (the “Closing Adjustment Statement”) calculating (i) the Purchase Price (excluding any Earn-out Payments)setting forth, (ii) the Net Working Capital as in reasonable detail, Buyer’s calculation of the Effective Time (the “Closing Net Working Capital”), and (iii) the Indebtedness of the Company as of the Effective Time (the “Closing Indebtedness”). The Adjustment Statement shall be prepared in accordance with GAAP. (b) If Representative disputes any amounts as shown on The Adjustment Statement (and the computation of the Closing Statement, Working Capital indicated thereon) delivered by Buyer to the Stockholder Representative shall deliver to Parent be conclusive and binding upon the Parties unless the Stockholder Representative, within thirty (30) days after receipt delivery to the Stockholder Representative of the Adjustment Statement, notifies Buyer in writing that the Stockholder Representative disputes any of the amounts set forth therein (which notice shall set forth the reasons for such dispute). The Stockholder Representative and Buyer agree to consult and to attempt to resolve in good faith any dispute arising as a result of the review of the Adjustment Statement (and the computation of the Closing Working Capital indicated thereon), and if the Stockholder Representative and Buyer so resolve all disputes, the Adjustment Statement a notice (and the “Dispute Notice”) setting forth Representative’s calculation computation of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject Closing Working Capital indicated thereon), as amended to the Dispute Notice shall be paid promptly pursuant extent necessary to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then reflect the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e.dispute, not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon on the Parties. If the Stockholder Representative and Buyer cannot agree on the Adjustment Statement (and the computation of the Closing Working Capital indicated thereon) within ten (10) days, absent Fraud Buyer and the Stockholder Representative shall refer the matter to the Accounting Arbitrator. Promptly, but no later than sixty (60) days after acceptance of its appointment as the Accounting Arbitrator, the Accounting Arbitrator shall determine (it being understood that in making such determination, the Accounting Arbitrator shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Buyer and the Stockholder Representative, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting computation of the Closing Working Capital, which shall be conclusive and binding on the Parties. In resolving any disputed item, the Accounting Arbitrator (A) shall be bound by the provisions of this Section 3.2 and the definitions referenced herein and (B) shall elect the position of either Buyer or manifest errorthe Stockholder Representative with respect to the calculation of each item in dispute, and may not impose an alternative resolution with respect to any item in dispute. The Buyer and the Stockholder Representative shall equally share the fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and RepresentativeAccounting Arbitrator. (c) PromptlyFrom and after the date of delivery of the Adjustment Statement until the Closing Working Capital is finally determined in accordance with this Section 3.2, but the Company and its Representatives shall reasonably cooperate with the Stockholder Representative and its Representatives in their review of the Adjustment Statement and, without limiting the generality of the foregoing, shall cause the books and records of the Company to be made available during normal business hours to the Stockholder Representative and such Representatives, and shall cause the reasonably necessary personnel of the Company to assist the Stockholder Representative and such Representatives, as reasonably requested for their review of the Adjustment Statement, including granting such persons access to the facilities and books and records of the Company, in each case, upon reasonable advance notice, during normal business hours, in a manner so as to minimize disruption to the Business, and subject to any prohibitions under applicable Legal Requirements. (d) Upon final determination of the Closing Working Capital and as provided in Section 3.2(b) above, if the Closing Working Capital is less than the Target Working Capital, Buyer shall be entitled to collect the amount of such deficit from the Company Stockholders (in the manner set forth in Section 3.2(e) below); (e) At any time prior to any payment of the principal amount and interest to the Company Stockholders pursuant to the terms of the Promissory Notes and Section 3.1(c), Buyer shall be entitled to collect any amount payable to Buyer pursuant to Section 3.2(d) from the Promissory Notes by reducing the outstanding principal amount of each Promissory Note in accordance with the Company Stockholders’ respective proportions of the Promissory Notes set forth on Exhibit A, column (F), until the outstanding principal amount of such Promissory Note is zero; provided that if such amount payable to Buyer pursuant to Section 3.2(d) exceeds the aggregate outstanding principal amount of the Promissory Notes following the reduction of the principal amount of each Promissory Note to zero, then at any time prior to any payment of Future Shares to the Company Stockholders pursuant to Section 3.1(d), the outstanding number of Future Shares shall be reduced by such amount payable to Buyer pursuant to Section 3.2(d) (in accordance with the Company Stockholders’ respective proportions of Future Shares set forth on Exhibit A, column (F)) until the outstanding number of Future Shares is zero; provided further that if such amount payable to Buyer exceeds the aggregate outstanding number of Future Shares following the reduction of the number of Future Shares to zero, then the Company Stockholders (in accordance with their respective proportions of the Closing Cash Payment set forth on Exhibit A, column (E)) shall pay such excess (if any) to Buyer by wire transfer or delivery of other immediately available funds no later than five (5) Business Days after the final determination thereof, if the Purchase Price such amount becomes due and payable. (excluding any Earn-out Paymentsf) set forth in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form For purposes of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 3.2, the Stockholder Representative and the Company Stockholders agree that the Stockholder Representative shall be treated as an adjustment to act on behalf of all the Purchase Price by Company Stockholders in connection with the Parties. For the purposes hereof the number of Parent Shares to be issued or Adjustment Statement and any decrease in the issuance thereof will be equal to the amount of the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunderdispute thereof.

Post-Closing Adjustment. (a) Within ninety ten (9010) days after the Closing Date, Parent the Seller shall prepare and deliver provide to Representative the Buyer, a statement as to the computation of the Seller Expenses (the “Closing Statement”) calculating (i) the Purchase Price (excluding any Earn-out Payments), (ii) the Net Working Capital as of the Effective Time together with documentation (the “Closing Net Working CapitalDocumentation”), and (iii) as to the Indebtedness of Seller Expenses in accordance with Schedule 1.1. Unless the Company as of Buyer notifies the Effective Time (the “Closing Indebtedness”). (b) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Parent Seller in writing within thirty (30) days after the Buyer’s receipt of the Closing Statement a notice Documentation of any objections to the computation of the Seller Expenses (the “Dispute NoticeNotice of Objection”), the Seller’s computation shall become final and binding. (b) setting forth RepresentativeDuring such 30-day period, Buyer and its representatives shall be permitted to review the working papers of the Seller and the Seller’s calculation accountants relating to the Statement, and the Seller shall provide the Buyer and its representatives any information reasonably requested and shall provide them access at all reasonable times to the Seller’s personnel, properties, books and records relating to the Business for such purpose. Any Notice of such amount and describing Objection shall specify in reasonable detail the basis for the determination objections set forth therein. (c) If the Buyer provides the Notice of such different amount. Any amounts not subject Objection to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent Seller within such thirty (30) -day period, then the Closing Statement prepared Buyer and delivered by Parent the Seller shall, during the 30-day period following the Buyer’s receipt of the Notice of Objection, attempt in good faith to resolve the Buyer’s objections. During such 30-day period, the Seller and its representatives shall be deemed permitted to be review the “Final Closing Statement.” The Parties shall use commercially reasonable efforts working papers of the Buyer and the Buyer’s accountants relating to resolve such differences within a period the Notice of thirty (30) days after Representative has given Objection and the Dispute Noticebasis therefor. If the Parties Buyer and the Seller are unable to resolve all such differencesobjections within such 30-day period, then the Closing Statement agreed matters remaining in dispute shall be submitted to Citrin ▇▇▇▇▇▇▇▇▇ & Co., LLP (such selected firm being the “Independent Expert”). The parties shall instruct the Independent Expert to render its written decision as promptly as practicable but in no event later than 60 days after its selection. The resolution of disputed items by the Parties Independent Expert shall be deemed to be the Final Closing Statement. If Parent final and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Noticebinding, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to Independent Expert shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined entered by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest errora court having jurisdiction thereover. The fees and expenses of the Neutral Accountant Independent Expert shall be paid by allocated equally between the Party whose calculation of Buyer and the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and RepresentativeSeller. (cd) Promptly, but no later than five (5) Business Days Within 10 days after the Statement has become final determination thereofand binding in accordance with this Section 2.4, if the Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent Buyer shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent Seller an amount in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount Seller Expenses. Any such payment hereunder shall be made by wire transfer of the excess (immediately available funds to an account designated in the case of item (i) of this subsection (c)) divided writing by the value of a Consideration Share hereunderSeller.