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. (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. (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 (90) No later than 60 days after the Closing Date, Parent CCE shall prepare and deliver to Representative ETP (i) a statement balance sheet of TPC as of the close of business on the date immediately prior to the Closing 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 CapitalBalance Sheet”), and (iiiii) a calculation of the “Post-Closing Adjustment Amount,” which shall mean the amount equal to (w) 50% of the difference obtained by subtracting (A) the Indebtedness sum of the Company Base Pro Forma Net Working Capital Amount, the Total Debt as of the Effective Time Closing Date, and the June 30 TPC Expansion Project Expenses from (B) the “sum of the Net Working Capital Amount as of the Closing Indebtedness”). (b) If Representative disputes any amounts Date, as shown reflected on the Closing StatementBalance Sheet, Representative shall deliver to Parent within thirty (30) days after receipt the Base Debt Amount, and the TPC Expansion Project Expenses, calculated as of the Closing Statement a notice Date, minus (x) 50% of the “Dispute Notice”difference obtained by subtracting the TPC Cash Flow Amount from the CCE Cash Flow Amount plus (y) setting forth Representative’s the SUG Expansion Project Expenses as of the Closing Date minus (z) the Estimated SUG Expansion Project Expenses, which calculation of such may result in an amount and describing in that is positive or negative (together with reasonable detail back-up information providing the basis for such balance sheet and other calculations). In order for CCE to prepare the determination Closing Balance Sheet and calculate the Post-Closing Adjustment Amount, ETP will provide to CCE and CCE’s accountants prompt and full access to the personnel, accountants and books and records of TPC (and shall provide copies of the applicable portions of such different amount. Any amounts not subject books and records as may be reasonably requested), to the Dispute Notice shall be paid promptly pursuant extent reasonably related to Section 2.11(cthe preparation of the Closing Balance Sheet and the calculation of the Post-Closing Adjustment Amount (and the elements of such calculation). If Representative does not deliver a Dispute Notice In order for ETP to Parent within such thirty (30) day period, then review the Closing Statement prepared Balance Sheet and delivered the calculation of the Post-Closing Adjustment Amount, CCE will provide to ETP and ETP’s accountants prompt and full access to the personnel, accountants and books and records of CCE and its Subsidiaries used by Parent CCE (and shall provide copies of the applicable portions of such books and records as may be deemed reasonably requested), to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts extent reasonably related to resolve such differences within a period the preparation 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 Balance Sheet and the Neutral Accountant calculation of the Post-Closing Adjustment Amount (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 elements of such procedures, pursuant to procedures determined by the Neutral Accountantcalculation), 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 Balance Sheet and 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 Post-Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) Adjustment Amount relating to TPC shall be construed to authorize or permit prepared in a manner consistent with 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 preparation of the Final Closing Statement; or Pro Forma Adjusted Balance Sheet (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) Promptlysubject to, 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 (cthe Closing Balance Sheet, the exceptions from GAAP relating to the adjustments reflected on the Pro Forma Adjusted Balance Sheet)) divided by the value of a Consideration Share hereunder.

Post-Closing Adjustment. After the final calculation of Final Net Closing Cash Consideration (a) Within ninety (90) days after the Closing Date, Parent shall prepare and deliver as determined pursuant to Representative a statement (the “Closing Statement”) calculating Section 2.06 below): (i) If the Purchase Price (excluding any Earn-out Payments), (ii) Final Net Closing Cash Consideration minus the Net Working Capital as of the Effective Time Closing Cash Consideration is greater than $0 (such difference, the “Closing Net Working CapitalOverage Amount”), 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 Statementthen, 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 three Business Days following the determination of the Final Net Closing StatementCash Consideration in accordance with Section 2.06, Purchaser shall deliver to Seller the Net Overage Amount by wire transfer of immediately available funds to the account or accounts designated by Seller, and Seller and Purchaser shall, subject to the final resolution of the purchase price adjustment pursuant to Section 2.05 of the Gaiam-FFL APA, deliver a joint instruction to the Escrow Agent to distribute all funds remaining in the Adjustment Escrow Account to Seller by wire transfer of immediately available funds to the account or accounts designated by Seller; or and (ii) resolve any If the Final Net Closing Cash Consideration minus the Net Closing Cash Consideration is less than $0 (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. difference a “Net Deficit Amount”), then, within three (c) Promptly, but no later than five (53) Business Days after following the determination of the Final Net Closing Cash Consideration in accordance with Section 2.06, Seller and Purchaser shall deliver a joint instruction to the Escrow Agent to distribute from the Adjustment Escrow Account, (A) to Purchaser the Net Deficit Amount by wire transfer of immediately available funds to the account or accounts designated by Purchaser, and (B) subject to the final determination thereofresolution of the purchase price adjustment pursuant to Section 2.05 of the Gaiam-FFL APA, if the Purchase Price (excluding to Seller any Earn-out Payments) set forth funds remaining in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form Adjustment Escrow Account by wire transfer of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid immediately available funds to the Parent in cash out of the Escrow Accountaccount or accounts designated by Seller; provided, however, that if in no event shall the Escrow Account is insufficient to pay the Parent such difference, each amount payable by Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to under this Section 2.11 shall be treated as an adjustment to 2.05(c)(ii), if any, exceed 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 hereunderAdjustment Escrow Amount.

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 As soon as reasonably practicable after the Closing Date (90) and, in any event, within 120 days after the Closing Date), Parent the Buyer shall prepare and deliver to Representative the Seller, at the sole expense of the Buyer, a closing statement (the “Post-Closing Statement”) calculating setting forth the proposed final calculation of: (i) Closing Cash (as finally determined pursuant to this Section 2.5, the Purchase Price (excluding any Earn-out Payments“Final Cash”), ; (ii) the Net Working Capital (as of the Effective Time (finally determined pursuant to this Section 2.5, the “Closing Net Final Working Capital”), and ; (iii) the aggregate amount of Transaction Expenses (as finally determined pursuant to this Section 2.5, the “Final Transaction Expenses”); (iv) the Closing Indebtedness (as finally determined pursuant to this Section 2.5, the “Final Indebtedness”); (v) Hydrocarbon Inventory Value (as finally determined pursuant to this Section 2.5, “Final Hydrocarbon Inventory Value”); (vi) the Hydrocarbon Inventory Shortfall; and (vii) the resulting amount of the Company Final Purchase Price. The Post-Closing Statement shall: (A) exclude the impact of any actions taken by the Buyer or any of its Affiliates following the Closing, except to the extent such actions are required by applicable Law or contemplated by this Agreement; (B) not reflect changes in assets or liabilities as a result of purchase accounting adjustments; and (C) not reflect any events, conditions or circumstances which arise as a result of the Effective Time change of control or ownership contemplated by the Transactions (except as expressly contemplated by the definition of Indebtedness or Transaction Expenses, as applicable) (the “Buyer Impact Matters”). For the avoidance of doubt, the Buyer Impact Matters shall not result in a downward adjustment to the Estimated Purchase Price or the Final Purchase Price. Under no circumstances may the Buyer amend or change the Post-Closing Indebtedness”Statement after delivery of the Post-Closing Statement to the Seller. From and after the delivery of the Post-Closing Statement by the Buyer, the Buyer shall provide the Seller and its Representatives with reasonable access during normal business hours to the books, records and employees of the Buyer and its Affiliates (including the Target Company Group). If the Buyer fails to deliver the Post-Closing Statement within 120 days of the Closing, then the Seller shall have the sole and exclusive right to either: (x) prepare the Post-Closing Statement; or (y) deliver the Buyer a written notice that it does not propose any further adjustments to the Estimated Purchase Price (in which case there shall be no post-Closing adjustments to the Estimated Purchase Price under this Agreement). In the case of the foregoing clause (x), the Buyer shall provide the Seller and its Representatives with reasonable access during normal business hours to the books, records and employees of the Buyer and its Affiliates (including the Target Company Group) and Section 2.5(c), Section 2.5(d), and Section 2.5(e) shall apply to the Buyer and the Seller mutatis mutandis to reflect the foregoing clause (x). (b) If Representative disputes any amounts as shown on Not later than the Closing Statement, Representative shall deliver to Parent within thirty (30) days after 30th day following the Seller’s receipt of the Post-Closing Statement prepared in good faith by the Buyer in accordance with Section 2.5(a), the Seller may deliver to the Buyer a written notice (the an “Dispute Adjustment Notice”) setting forth Representative’s calculation containing any changes the Seller proposes to the Post-Closing Statement. Such Adjustment Notice will describe the nature and amount of any such amount and describing proposed changes in reasonable detail the basis for the determination of and shall be accompanied by such different amount. Any amounts not subject supporting documentation as is available to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c)Seller. If Representative the Seller does not deliver a Dispute to the Buyer an Adjustment Notice to Parent within such thirty (30) 30 day periodperiod following the Seller’s receipt of the Post-Closing Statement prepared by the Buyer in accordance with this Section 2.5, then the Closing Statement prepared and delivered by Parent shall Seller will 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 have irrevocably accepted and agreed to by the Parties shall be deemed to be the Final all items in such Post-Closing Statement. If Parent the Seller does timely deliver to the Buyer an Adjustment Notice, any items in the Post-Closing Statement prepared by the Buyer in accordance with this Section 2.5 not objected to by the Seller in an Adjustment Notice (or by the Buyer as a result of the items disputed by the Seller in such Adjustment Notice) shall be final, conclusive and Representative do not reach a final resolution binding on the Closing Statement within thirty (30) Parties. Within 30 days after Representative has given following the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve Buyer’s receipt of 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 Adjustment Notice (the “Disputed ItemsResolution Period”), 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 reasonably efforts to cause the Neutral Accountant attempt to resolve in writing their differences with respect to the differences between Parent and Representative and determine the amounts to be matters set forth in the Adjustment Notice (and any matters which Buyer is disputing as a result of the matters set forth in the Adjustment Notice, or any disputed matters arising out of the foregoing). Any such resolution shall be final, conclusive and binding on the Parties. If the Post-Closing Statement within twenty is prepared by the Seller rather than the Buyer pursuant to the final sentence of Section 2.5(a), the Buyer shall replace the Seller and the Seller shall replace the Buyer in this Section 2.5(b). (20c) days after If an Adjustment Notice is timely delivered in accordance with Section 2.5 and the engagement of Final Purchase Price is not mutually agreed upon by the Neutral Accountant. The Neutral Accountant’s determination Parties during the Resolution Period, then a nationally recognized independent accounting firm mutually acceptable to the Buyer and the Seller (the “Accounting Firm”) shall be based solely jointly engaged by the Seller and the Buyer to resolve only those issues set forth in an Adjustment Notice that remain in dispute (the “Unresolved Objections”). If the Seller and the Buyer are unable to agree on an Accounting Firm within 10 days, then, in order to resolve such presentations dispute, the Buyer and the Seller shall jointly engage a mutually agreed upon nationally or regionally recognized independent accounting firm with which none of the Parties (i.e.have any material business relationship. If the Buyer and the Seller are unable to agree upon such a firm, each of them shall select a nationally or regionally recognized independent accounting firm with which the selecting party does not on have any material business relationship and instruct each of their respective selected firms to select and appoint jointly a nationally or regionally recognized independent review) and on accounting firm with which none of the definitions and other terms included hereinParties or any of their Affiliates have any material business relationship. The Closing Statement determined by Person evaluating such Unresolved Objections for the Neutral Accountant Accounting Firm shall be deemed to be a neutral Third Party with at least 10 years’ experience resolving accounting disputes in the Final Closing Statementoil and gas industry, including specifically midstream oil and gas matters. The Accounting Firm will determine the Unresolved Objections. Such determination by the Neutral Accountant Accounting Firm shall be conclusive based solely on: (i) written submissions provided by each of the Buyer and binding the Seller to the Accounting Firm within 10 days following the Accounting Firm’s selection (and without independent investigation on the part of the Accounting Firm); and (ii) the terms and provisions of this Agreement. Such determination shall not be based upon any Buyer Impact Matters. The Buyer shall not change its position or introduce new positions from those taken or presented in the PartiesPost-Closing Statement. The Seller shall not dispute any item in the Post-Closing Statement that it did not dispute in the Adjustment Notice. The Parties shall request that the Accounting Firm make a decision with respect to all disputed items within 30 calendar days after the submissions of the Parties (and in any event as promptly as practicable). Once appointed, absent Fraud the Accounting Firm shall have no ex parte communications with any of the Parties concerning the expert determination or manifest errorthe underlying dispute and shall only have communications with the Seller or the Buyer as provided in this Section 2.5(c). All communications between the Seller or the Buyer, on the one hand, and the Accounting Firm, on the other hand, shall be conducted in writing or at a meeting involving both the Seller and the Buyer where both the Seller and the Buyer have been provided at least five (5) Business Days’ advance notice of the occurrence of such meeting. Each Party shall be entitled to receive a copy of any such written communications. In resolving the Unresolved Objections, (A) the Accounting Firm will function as an expert and not an arbitrator and (B) the Accounting Firm shall either select the Seller’s position or the Buyer’s position with respect to each Unresolved Objection and shall not be empowered to substitute the Accounting Firm’s judgment as to a number other than that offered by either Party. The fees and expenses of the Neutral Accountant Accounting Firm and of any enforcement of the determination of the Accounting Firm shall be paid borne entirely by the Party whose calculation of position was not selected by 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. (cd) PromptlyFrom and after the Seller’s receipt of the Post-Closing Statement until the Final Purchase Price is finally determined pursuant to this Section 2.5, but no later the Seller, its Affiliates and its auditors, accountants and other representatives shall be permitted reasonable access, during normal business hours and upon reasonable advance notice, to the Buyer and its Affiliates (including, following the Closing, any Target Company) and their auditors, accountants, personnel, books and records and any other documents or information reasonably requested by the Seller (including the information, data and work papers used by the Buyer’s auditors or accountants to prepare and calculate the Final Purchase Price). (e) If the Final Purchase Price is less than five the Estimated Purchase Price (5the amount of such shortfall, if any, being referred to in this Agreement as the “Purchase Price Deficit”), then within three (3) Business Days after the final determination thereofFinal Purchase Price is finally determined pursuant to this Section 2.5, if the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to (i) release to the Buyer, solely from the funds available in the Escrow Account, an amount equal to the Purchase Price Deficit, by wire transfer of immediately available funds, in accordance with the wire transfer instructions designated in writing by the Buyer to the Escrow Agent; and (excluding ii) release to the Seller, to the extent that any Earn-out Payments) set forth balance in the Escrow Account remains after the Escrow Agent’s payment of the Purchase Price Deficit to the Buyer pursuant to clause (i), the amount remaining in the Escrow Account, by wire transfer of immediately available funds, in accordance with the wire transfer instructions designated in writing by the Seller to the Escrow Agent. Notwithstanding anything to the contrary in the foregoing, in the event (x) the Purchase Price Deficit is greater than the funds available in the Escrow Account (the amount by which the Purchase Price Deficit exceeds the funds available in the Escrow Account, the “Excess Deficit”) and (y) Estimated Cash is greater than Final Closing StatementCash (the amount by which Estimated Cash exceeds Final Cash, the “Cash Difference”), then, within three (3) Business Days after the Final Purchase Price is finally determined pursuant to this Section 2.5, the Seller shall deliver to the Buyer by wire transfer of immediately available funds to the account(s) designated by the Buyer, an amount equal to the lesser of (1) the Excess Deficit and (2) the Cash Difference. Other than with respect to an Excess Deficit and Cash Difference as contemplated by the foregoing sentence: (A) none of the Seller, the Escrow Agent or any other Person shall have any Liability for any amounts due to the Buyer pursuant to this Section 2.5 in excess of the Adjustment Escrow Amount and (B) the Buyer expressly acknowledges and agrees that the Buyer’s sole source of recourse and recovery for such amounts due shall be the Adjustment Escrow Amount. (f) If the Final Purchase Price is greater than the Estimated Purchase Price (the amount of such excess being referred to in this Agreement as the “Purchase Price Surplus”), then within three (3) Business Days after the Final Purchase Price is finally determined pursuant to this Section 2.5, (i) the Buyer shall pay, or cause to be paid, to the Seller the Purchase Price Surplus, by wire transfer of immediately available funds, in accordance with the wire transfer instructions designated in writing by the Seller to the Buyer; and (ii) the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds in the Escrow Account, by wire transfer of immediately available funds, in accordance with the wire transfer instructions designated in writing by the Seller to the Escrow Agent. Notwithstanding anything in this Agreement to the contrary: (i) exceeds none of the Closing ConsiderationBuyer, Parent the Escrow Agent or any other Person 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 have any Liability for any amounts due 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 2.5 in excess of $15,000,000 and (ii) the Seller expressly acknowledge and agree that the Seller’s sole source of recourse and recovery for such amounts due shall be treated as limited to $15,000,000 from Buyer plus a return of the Adjustment Escrow Amount. (g) If the Final Purchase Price equals the Estimated Purchase Price, then, within three (3) Business Days after the Final Purchase Price is finally determined pursuant to this Section 2.5, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release all funds in the Escrow Account to the Seller, by wire transfer of immediately available funds, in accordance with the wire transfer instructions designated in writing by the Seller to the Escrow Agent. (h) From and after the Closing, the funds available in the Escrow Account may be distributed to the Buyer or the Seller solely and exclusively in accordance with Section 2.5(e), Section 2.5(f) and Section 2.5(g) and the terms of the Escrow Agreement and shall not be available for any other payment to the Buyer or any of its Affiliates (including, following the Closing, any Target Company). (i) Any payments pursuant to this Section 2.5 shall be deemed 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 extent permitted by the value of a Consideration Share hereunderapplicable Law.

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. (ai) Within ninety (90) No later than 60 days after the Closing Date, Parent the Buyer shall cause Holdco to prepare and deliver to the Representative a consolidated balance sheet of Holdco and Enginetics as of the Determination Time together with a statement (the “Closing Statement”) calculating containing the Buyer’s determination of the actual amounts of Closing Working Capital, Cash as of the Determination Time, Debt as of the Closing, Selling Expenses as of the Closing and the Aggregate Preferred Stock Amount as of the Closing, and Buyer’s calculation of the Purchase Price based on such amounts (the “Final Purchase Price”). The Closing Statement and all computations and determinations contained therein shall be made and prepared in accordance with (i) GAAP applied in a manner consistent with the Purchase Price accounting principles and methods (excluding any Earn-out Payments)including judgments and estimation methods) applied in the preparation of the Audited Financial Statements for the fiscal year ended September 30, 2013 and (ii) with the Net Working Capital as principles of the Effective Time (the “Closing Net Working Capital”), and (iii) the Indebtedness of the Company as of the Effective Time (the “Closing Indebtedness”preparation set forth in Schedule 2.2(a). (bii) If Within 30 days following receipt by the Representative disputes any amounts as shown on of the Closing Statement, the Representative shall deliver written notice to Parent within thirty (30) days after receipt the Buyer of any dispute it has with respect to the preparation or content 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 Representative does not deliver a Dispute Notice to Parent within such thirty (30) -day period, then the such Closing Statement prepared will be final, conclusive and delivered by Parent binding on the Parties. If the Representative does deliver a Dispute Notice within such 30-day period, the Buyer and the Representative shall be deemed negotiate in good faith to be resolve each disputed item raised therein (each an “Disputed Item”). If the “Final Closing Statement.” The Parties shall use commercially reasonable efforts Buyer and the Representative, notwithstanding such good faith effort, fail to resolve such differences dispute within a period of thirty (30) 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 Buyer's receipt of the Dispute Notice, unless Parent the Buyer and the Representative mutually agree to continue their efforts jointly shall engage the Arbitration Firm to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Neutral Accountant each outstanding Disputed Item. As promptly as practicable thereafter (which Parent and Representative agree to execute promptly), but 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 no event later than 30 Business Days after the engagement of such Arbitration Firm), the Neutral AccountantBuyer and the Representative shall each prepare and submit a brief (to include such party's calculations with regard to any Disputed Items) to the Arbitration Firm (with a copy to the Buyer and/or the Representative, as applicable). As soon as practicable thereafter, the Buyer and the Representative shall cause the Arbitration Firm to choose one of the party's positions based solely upon the briefs submitted by the Buyer and the Representative. The Neutral Accountant’s determination party whose position is not accepted by the Arbitration Firm shall be based solely on such presentations responsible for all 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 Arbitration Firm. All determinations made 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 Arbitration Firm will 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 final, conclusive 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 binding on 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 At least three (903) days after Business Days prior the Closing Date, Parent the Seller Parties shall prepare and deliver provide to Representative the Buyer a statement (preliminary determination of the “Closing Statement”) calculating (i) projected Market Value of the Purchase Price (excluding any Earn-out Payments), (ii) the Net Working Capital Acceptable Financial Assets 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”)Date. (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 Within five (5) Business Days after the Closing Date, the Seller Parties shall provide to the Buyer a final determination thereof, if of the Purchase Price Market Value of the Acceptable Financial Assets as of the Closing Date (excluding any Earn-out Payments) set forth in “Final Fair Market Value”). If the Final Closing Statement: (i) Fair Market Value exceeds $5,000,000, then the Closing Consideration, Parent Buyer shall pay to the Seller Parties an amount equal to such excess amount excess, in immediately available funds by wire transfer to Sellers a bank account designated in writing by the form of Parent Shares; or (ii) Seller Parties. If the Final Fair Market Value is less than $5,000,000, then the Seller Parties shall pay to the Buyer an amount equal to such shortfall, in immediately available funds by wire transfer to a bank account designated in writing by the Buyer. Any payment due pursuant to this Section 2.5(b) shall be made within ten (10) Business Days after the Closing ConsiderationDate or, then if a Dispute Notice is filed pursuant to Section 2.5(c), within five (5) Business Days after the resolution of the disagreement described in such difference Dispute Notice. (c) In the event that the Buyer disagrees with the Final Fair Market Value of the Acceptable Financial Assets, the Buyer shall provide notice of such disagreement and the nature or reason therefor to the Seller Parties no later than three (3) Business Days after the delivery to the Buyer of such final determination (the “Dispute Notice,” and the date of its delivery, the “Dispute Notice Date”). The Seller Parties and the Buyer shall use their best efforts to resolve such disagreement by negotiation for five (5) Business Days following the Dispute Notice Date, and if no resolution is reached within such period, the dispute shall be paid jointly submitted by the Buyer and the Seller Parties to the Parent in cash out Independent Accounting Firm on the next Business Day following the expiration of such period. The Independent Accounting Firm shall make its determination of the Escrow AccountFair Market Value of the Acceptable Financial Assets as of the Closing Date within fifteen (15) Business Days after submission thereof, which determination shall be binding and conclusive on all of the Parties hereto. Each of the Parties shall cooperate fully in assisting the Independent Accounting Firm, as it may require or request, to reach such determination and shall take all actions necessary to expedite and to cause the Independent Accounting Firm to expedite such determination. Upon completion of the Independent Accounting Firm’s review, payment of any amount required pursuant to Section 2.5(b) shall be made by the Seller Parties or the Buyer, as the case may be, within five (5) Business Days after such determination. The Seller Parties and the Buyer shall each pay fifty percent (50%) of the total fees and expenses of the Independent Accounting Firm; provided, however, that if the Escrow Account Independent Accounting Firm makes its determination of the Fair Market Value of the Acceptable Financial Assets as of the Closing Date and such determination is insufficient to pay substantially the Parent such differencesame as the value determined by one of the Parties, each Seller then the other Party shall pay its Pro Rata Share 100% 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 total fees and expenses of the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunderIndependent Accounting Firm.

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) After the Closing Date, Sellers and Buyer shall cooperate and provide each other access to their or their Affiliates’ respective books, records and employees to the extent related to the ownership or operation of the Acquired Companies, and Buyer shall use its commercially reasonable efforts to provide Sellers access to the books, records and employees related to each Coal Participant Project, all as reasonably requested in connection with the matters addressed in this Section 2.6. Within ninety (90) days after the Closing Date, Parent shall prepare and deliver to Representative a statement Date (the “Closing StatementDetermination Period”) calculating (i) the Purchase Price (excluding any Earn-out Payments), (ii) Sellers shall determine the Net Working Capital Difference and the CapEx Difference as of the Effective Time Closing and shall provide Buyer with written notice of such determination, along with reasonable supporting information and calculations (the “Closing Net Working CapitalSellers Determination”), and (iii) ; provided that in the Indebtedness event Buyer has not provided Sellers with access to any information required to calculate the Sellers Determination prior to the expiration of the Company as Determination Period pursuant to this Section 2.6(a), the end of the Effective Time (the “Closing Indebtedness”)Determination Period shall be tolled until Buyer is able to obtain and provide Sellers with such required information. (b) If Representative disputes any amounts as shown on the Closing StatementBuyer objects to Sellers Determination, Representative then it shall deliver to Parent provide Sellers written notice thereof 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 Noticereceiving Sellers Determination. If the Parties resolve such differences, then the Closing Statement agreed are unable to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution agree on the Closing Statement Net Working Capital Difference or the CapEx Difference, as applicable, as of the Closing, within thirty (30) days after Representative has given of Sellers’ receipt of such objection (as such time period may be extended by mutual agreement of the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differencesParties), the Neutral Accountant Parties shall resolve refer such differences, pursuant dispute to an engagement agreement among Parent, Representative and the Neutral Accountant (which Parent and Representative agree a nationally-recognized public accounting firm that is independent with respect to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by each of the Parties (within the “Disputed Items”meaning of Rule 2-01 under Securities and Exchange Commission Regulation S-X) or, if that firm declines to act as provided in this Section 2.6(b), solely another firm of independent public accountants mutually acceptable to Buyer and Sellers, which firm shall make a final and binding determination as to all matters in accordance with dispute (and only such matters) on a timely basis and promptly shall notify the terms Parties in writing of its resolution. Such firm shall not have the power to modify or amend any term or provision of this Agreement. Parent Sellers, on the one hand, and Representative Buyer, on the other hand, shall each be entitled bear and pay one-half (1/2) of the fees and other costs charged by such accounting firm. If Buyer does not object to make a presentation to Sellers Determination within the Neutral Accountanttime period and in the manner set forth in the first sentence of this Section 2.6(b) or if Buyer accepts Sellers Determination, pursuant to procedures to be agreed to among Parent, Representative the Net Working Capital Difference and the Neutral Accountant (orCapEx Difference, if they cannot agree on such proceduresas applicable, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be as set forth on the Closing Statement; and the Parties in Sellers Determination 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 sum of the Net Working Capital Difference and the CapEx Difference as of the Closing (as agreed between the Parties or as determined by the above-referenced accounting firm or otherwise) is greater than or less than the sum of the NWC Difference Estimate and the CapEx Difference Estimate, but no later than five then Buyer shall pay Sellers, or Sellers shall pay Buyer, respectively, within ten (510) Business Days after such amounts are agreed or determined, by wire transfer of immediately available funds to an account designated by the final determination thereofpayee, if the Purchase Price (excluding any Earn-out Payments) set forth in difference between such amounts plus interest thereon at the Final Closing Statement: (i) exceeds Interest Rate from the Closing Consideration, Parent shall pay Date through and including the date of 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 hereunderpayment.

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. 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. (a) In accordance with the terms and provisions of this Section 3.3, Buyer shall pay to Seller Representative for the account of the Sellers (in the same proportions in which the Initial Purchase Price is to be paid to them in accordance with Section 3.1(d) or such other proportions as they shall agree in writing), or Sellers (in the same proportions) shall pay to Buyer (as the case may be), an amount (the "Net Working Capital Adjustment Amount") equal to the amount by which the Final Net Working Capital is greater (in which case Buyer shall pay the Net Working Capital Adjustment Amount to the Seller Representative for the account of the Sellers) or is less (in which case Sellers shall pay the Net Working Capital Adjustment Amount to Buyer) than the Initial Net Working Capital. (b) Within ninety (90) 60 days after the Closing Date, Parent Buyer shall prepare and deliver to the Seller 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 balance sheet of the Company as of the Effective Time Closing Date (the “Closing Indebtedness”)"Final Balance Sheet") and (ii) a certificate executed by an executive officer of each of Buyer and the Company setting forth their proposed calculation of Final Net Working Capital, which shall be made in accordance with and in a manner consistent with the illustration set forth in Schedule I. The calculation of Final Net Working Capital set forth in such certificate shall be binding upon the Buyer and Sellers, unless the Seller Representative objects to such calculation in accordance with clause (c) below. (c) For a period of 60 days following the delivery of the Final Balance Sheet and officers' certificate referred to in clause (b) If above, Buyer and the Company shall give to the Seller Representative disputes access during normal business hours to the books and records of the Company reasonably necessary for the Seller Representative to confirm the accuracy of the Final Net Working Capital. If, within such 60-day period, the Seller Representative notifies Buyer of any amounts objections to the calculation by Buyer of the Final Net Working Capital (the date upon which the Seller Representative notifies Buyer of any such objections shall be referred to herein as shown the "Objection Notification Date"), Buyer and the Seller Representative will attempt in good faith to agree upon the Net Working Capital Adjustment Amount prior to or on the Closing Statement, Representative shall deliver to Parent within thirty (30) date that is 30 days after receipt the Objection Notification Date. (d) If Buyer and the Seller Representative agree prior to or on the date that is 30 days after the Objection Notification Date to a Net Working Capital Adjustment Amount that is different from the amount that would be calculated based upon the officers' certificate delivered to the Seller Representative, the payment described in clause (a) above shall be in the agreed upon amount. (e) If, on the other hand, Buyer and the Seller Representative do not agree prior to or on the date that is 30 days after the Objection Notification Date to a Net Working Capital Adjustment Amount, the matters in dispute (but no other matters) shall be submitted to (i) a firm of independent public accountants mutually agreed upon by Buyer and the Seller Representative, or (ii) if Buyer and the Seller Representative do not agree upon such independent public accountants within 30 days after the Objection Notification Date, Deloitte & Touche LLP, or (iii) if the firm specified in clause (i) or (ii) above is unwilling or unable to undertake the engagement contemplated by this provision, a firm of independent public accountants selected by the Seller Representative from among the "big four" accounting firms (other than any firms that have been engaged to audit the financial statements of, or perform any other significant services for, the Sellers or any of their Affiliates at any time during the past five years) (in either case, the "Final Arbiter"), which firm shall make a final and binding determination as to all matters in dispute with respect to the calculation of the Closing Statement Net Working Capital Adjustment Amount as promptly as practicable but no later than 45 days after its appointment. The Final Arbiter shall send its written determination of Final Net Working Capital to Buyer and the Seller Representative, together with a notice (the “Dispute Notice”) setting forth Representative’s calculation of such amount and describing in reasonable detail the basis for Net Working Capital Adjustment Amount that results from that determination, at which point the determination of such different amount. Any amounts not subject to the Dispute Notice Final Arbiter, and the resulting calculation of the Net Working Capital Adjustment Amount, 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 binding on Buyer 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 PartiesSellers, absent Fraud fraud or manifest error. The fees and expenses of the Neutral Accountant Final Arbiter shall be paid borne equally by Buyer on the Party whose calculation one hand and Sellers on the other hand. (f) The payment of the Closing Net Working Capital Adjustment Amount as contemplated by clause (a) above will be made on the day that is farther from five days after the Neutral Accountant’s calculation thereof. Nothing date upon which such amount has been finally determined in accordance with the provisions of this Section 2.11(b) shall 3.3. Such payment will be construed made to authorize Buyer or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except Seller Representative for the resolution of differences between Parent and Representative regarding the determination account 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 Sellers, 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 may be, by wire transfer of item (i) of this subsection (c)) divided immediately available funds to an account specified by Buyer or the value of a Consideration Share hereunderSeller Representative, as applicable.

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) 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 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 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. (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 As soon as practicable following the ----------------------- Closing Date, Parent and in any event within one hundred twenty (120) days thereafter, or at such other time as the parties mutually agree, Buyer 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 Seller Buyer's certificate setting forth as of the Effective Time Closing Date ("Post-Closing Adjustments") the “Closing Net Working Capital”)Four Month Basic Subscribers Average, the number of Bulk Units, and (iii) the Indebtedness all Post-Closing Adjustments for amounts due on account of the Company as Seller and charges and other obligations payable on account of the Effective Time (the “Closing Indebtedness”). (b) If Representative disputes any amounts as shown on the Closing Statement, Representative Seller. Buyer shall deliver to Parent Seller or Seller's representatives copies of all books and records as Seller may reasonably request for purposes of verifying such adjustments. Buyer's certificate shall be final and conclusive unless objected to by Seller in writing within thirty (30) days after receipt delivery. Seller and Buyer shall attempt jointly to reach agreement as to the amount of the Closing Statement a notice Adjustments within sixty (the “Dispute Notice”60) setting forth Representative’s calculation days after receipt by Buyer of such amount written objection by Seller, which agreement, if achieved, shall be binding upon both parties to this Agreement 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)dispute or review. If Representative does Seller and Buyer cannot deliver a Dispute Notice reach agreement as to Parent the amount of the Closing Adjustments within such thirty sixty (3060) day period, then the Closing Statement prepared Seller 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 Buyer agree to continue their efforts submit promptly any disputed adjustment 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 belowErnst & Young. 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 All fees and expenses of the Neutral Accountant Ernst & Young pursuant to this Section shall be paid one-half by Buyer and one-half by Seller. Any amounts due Buyer or Seller for Post-Closing Adjustments shall be paid by the Party whose calculation of party owing such amount (or, to the Closing Net Working Capital is farther from extent disputed amounts are held by the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) Escrow Agent, shall be construed paid by the Escrow Agent pursuant to authorize or permit the Neutral Accountant to: (ijoint written instructions of Buyer and Seller in accordance with such final resolution) 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 not later than five (5) Business Days after the such amounts shall have become 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 hereunderand conclusive.

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 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. (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. (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 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 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 ninety (90) days after No later than the 90th day following the Closing Date, Parent shall the Equityholder will prepare and deliver to Representative Buyer, a certificate (the “Post-Closing Certificate”) setting forth (A) a calculation of the aggregate amount of the Net Contingent Payment (the “Final Net Contingent Payment”), (B) the amount of cash remaining in the Company’s bank account(s) as of the Closing Date (the “Final Cash Amount”) , and (C) based on items (A) and (B), the Equityholder’s calculation of the Final Purchase Price. The Company, Beneficial Owners and Equityholder and its auditors will make available to Buyer and its auditors all records and work papers used in preparing the Post-Closing Certificate. (ii) If Buyer has any objections to the Post-Closing Certificate prepared by the Equityholder, then Buyer will deliver a written statement (the “Closing Objections 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 specifying in reasonable detail the basis for the determination particulars of such different amount. Any amounts not subject to disagreement within 60 days after delivery of the Dispute Notice shall be paid promptly pursuant to Section 2.11(c)Post-Closing Certificate. If Representative does not Buyer fails to deliver a Dispute Notice to Parent an Objections Statement within such thirty (30) 60-day period, then the Post-Closing Certificate will become final and binding on all Parties. (iii) If Buyer delivers an Objections Statement prepared within such 60-day period, then Buyer and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall Equityholder will use commercially reasonable efforts to resolve any such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differencesdisputes, 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 but if a final resolution on the Closing Statement is not obtained within thirty (30) 30 days after Representative Buyer has given the Dispute Noticesubmitted any Objections Statements, unless Parent and Representative mutually agree any remaining matters which are in dispute will be resolved by Deloitte or, if Deloitte is unable to continue their efforts to resolve such differencesserve, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative Buyer and the Neutral Accountant (which Parent and Representative agree to execute promptly)Equityholder Representative, in the manner provided below. The Neutral Accountant as applicable, shall only decide the specific items under dispute appoint by the Parties mutual agreement an independent accounting firm of nationally recognized standing (the “Disputed ItemsAccountant”). The Accountant will prepare and deliver a written report to Buyer and the Equityholder and will submit a proposed resolution of such unresolved disputes promptly, solely but in accordance with any event within 30 days after the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation dispute is submitted 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 . The Accountant), regarding such Party’s determination of the amounts to such unresolved disputes 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 all 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 no such determination will be any more favorable to the Escrow Account Equityholder than is insufficient set forth in the Post-Closing Certificate or any more favorable to pay Buyer than is proposed in the Parent such differenceObjections Statement. The costs, each Seller shall pay its Pro Rata Share expenses, and fees of the aggregate deficiency amount in cashAccountant will be allocated between Buyer, on the one hand, and the Equityholder, on the other hand, pro-rata based upon the difference between each such Party’s calculation of the Final Purchase Price from the Final Purchase Price as determined by the Accountant under this Section 1.6(b). Any payments made The final Post-Closing Certificate, however determined 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 1.6, will be equal to final and binding on the amount of the excess (in the case of item (i) Parties and will be used for all purposes of this subsection (c)) divided by Section 1.6 for the value final calculations of a Consideration Share hereunderFinal Net Contingent Payment, Final Cash Amount, and Final Purchase Price.

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 (90) During the period not less than 45 nor more than 90 days after following the Closing Date, Parent Purchaser and Seller shall prepare and deliver use their best efforts to Representative a statement (jointly determine in good faith the “actual amount, as of the Closing Statement”) calculating Date, of (i) the Purchase Price (excluding any Earn-out Payments)Video Subscriber Number and Video Subscriber Adjustment derived therefrom, (ii) the Net Working High Speed Subscriber Number and High Speed Subscriber Adjustment derived therefrom, (iii) the Voice Subscriber Number and Voice Subscriber Adjustment derived therefrom, (iv) the Commercial Subscriber MRR and the Commercial Subscriber Adjustment derived therefrom, (v) the Proration Payment Amount and (vii) the Extraordinary Capital Expenditure Amount. The parties shall cooperate in good faith to resolve any dispute arising from the calculation of any Post-Closing Adjustment. If the parties are unable to reach agreement with respect to any such disputes at the expiration of such period, Seller and Purchaser shall promptly pay the undisputed amount of any such Post-Closing Adjustment, as applicable (in accordance with Section 2.4(c)) and, with respect to the disputed portion of the Effective Time Post-Closing Adjustment (the “Closing Net Working CapitalDisputed Portion”), Seller and Purchaser shall appoint a mutually agreed upon independent accounting firm, or such other independent accounting firm of recognized national standing on which Seller and Purchaser mutually shall agree (the “CPA Firm”), and (iiishall submit final resolution of such disputed amounts to such firm. To the extent permitted by Law, Seller and Purchaser shall submit all information deemed relevant by such firm and shall make any records relating to or bearing upon such dispute available to the other party and to such firm. Each party shall further instruct such firm to render its decision within 15 Business Days after such firm is selected and retained pursuant to this Section 2.4(a) and shall reasonably cooperate with such firm and each other to enable such firm to render its decision within such period. The decision of such firm shall be the Indebtedness final determination of such dispute and shall be final and binding on both Seller and Purchaser. If Purchaser’s calculation of the Company as adjustments relating to the Disputed Portion of the Effective Time (Post-Closing Adjustment is greater than 10% of the “Disputed Portion and the CPA Firm’s determination supports Purchaser’s calculation of the adjustments by such percentage or more, the fees and disbursements of the firm shall be borne by Seller; and if Seller’s calculation of the adjustments relating to the Disputed Portion of the Post-Closing Indebtedness”)Adjustment is greater than 10% of the Disputed Portion and the CPA Firm’s determination substantially supports Seller’s calculation of the adjustments by such percentage or more, the fees and disbursements of the CPA Firm shall be borne by Purchaser; otherwise the fees and disbursements of the CPA Firm shall be shared equally by Purchaser and Seller. (b) If Representative disputes any amounts as shown on The “Post-Closing Adjustment” shall be equal to the Closing Statement, Representative shall deliver to Parent within thirty sum of: (30i) days after receipt the difference determined by subtracting (A) the estimated value 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 Video Subscriber Adjustment set forth on the Closing Statement; and Adjustment Certificate, from (B) the Parties shall use commercially reasonable efforts to cause Video Subscriber Adjustment as finally determined under Section 2.4(a), plus (ii) the Neutral Accountant to resolve difference determined by subtracting (A) the differences between Parent and Representative and determine estimated value of the amounts to be High Speed Subscriber Adjustment set forth on the Closing Statement within twenty Adjustment Certificate from (20B) days after the engagement High Speed Subscriber Adjustment as finally determined under Section 2.4(a), plus (iii) the difference determined by subtracting (A) the estimated value of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely Voice Subscriber Adjustment set forth on such presentations the Adjustment Certificate from (B) the Voice Subscriber Adjustment as finally determined under Section 2.4(a), plus (iv) the difference determined by subtracting (A) the estimated value of the Parties (i.e., not on independent review) and Commercial Subscriber Adjustment set forth on the definitions and other terms included herein. The Closing Statement Adjustment Certificate from (B) the Commercial Subscriber Adjustment as finally determined under Section 2.4(a), plus (v) the difference determined by subtracting (A) 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 Proration Payment Amount as finally proposed by Parent and Representative.determined under Section 2.4(a) from (B) the estimated Proration Payment Amount set forth on the Adjustment Certificate, plus (cvi) Promptly, but no later than five the difference determined by subtracting (5A) Business Days after the final determination thereof, if Extraordinary Capital Expenditure Amount as finally determined under Section 2.4(a) from (B) the Purchase Price (excluding any Earn-out Payments) estimated Extraordinary Capital Expenditure Amount set forth in on 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 AccountAdjustment Certificate; provided, however, that if notwithstanding the Escrow Account is insufficient to pay foregoing, any increase in the Parent such difference, each Seller shall pay its Pro Rata Share absolute value of the aggregate deficiency amount High Speed Subscriber Adjustment, the Video Subscriber Adjustment, the Voice Subscriber Adjustment or Commercial Subscriber Adjustment as finally determined under Section 2.4(a) shall only be used to offset any reduction in cashthe absolute value of the High Speed Subscriber Adjustment, the Video Subscriber Adjustment, the Voice Subscriber Adjustment or the Commercial Subscriber Adjustment, singly or in the aggregate, as finally determined under Section 2.4(a). Any payments made pursuant to this Section 2.11 No Subscriber-Related Adjustments shall be treated as an adjustment offset any adjustments to the Purchase Price by from clauses (E) or (F) in Section 2.3(b)(iii), such that, in no event shall the PartiesSubscriber-Related Adjustments result in a Purchase Price in excess of $45,000,000. For the purposes hereof sake of clarity, an increase, if any, to the number Purchase Price resulting from the Subscriber-Related Adjustments may not offset any reduction to the Purchase Price as a consequence of Parent Shares to be issued or any decrease clauses (E) and (F) in Section 2.3(b)(iii). (c) If the issuance thereof will be equal to Post-Closing Adjustment is a positive number, Seller shall promptly pay the amount of such Post-Closing Adjustment by wire transfer of immediately available funds to an account indicated by Purchaser. If the excess (in Post-Closing Adjustment is a negative number, Purchaser shall promptly pay to Seller the case full amount of item (i) the Post-Closing Adjustment by wire transfer of this subsection (c)) divided immediately available funds to the account previously indicated by Seller for payment of the value of a Consideration Share hereunderPurchase Price.

Post-Closing Adjustment. (ai) Within ninety If the Buyer has any objections to the calculations set forth in the Closing Merger Consideration Certificate, the Buyer shall deliver to the Agent a statement setting forth its objections thereto (90) an "OBJECTIONS STATEMENT"). If an Objections Statement is not delivered to the Agent within 10 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 calculations set forth in 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 Merger Consideration Certificate shall be paid promptly pursuant to Section 2.11(c)final, binding on and non-appealable by the parties hereto. If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then The Agent and the Closing Statement prepared and delivered by Parent Buyer shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts negotiate in good faith to resolve any such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differencesobjections, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative but if they do not reach a final resolution on the Closing Statement within thirty (30) 5 business days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differencesdelivery of the Objections Statement, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative Agent and the Neutral Accountant (which Parent and Representative agree Buyer shall submit such dispute to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute auditors then employed 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 (Company or, if they canwill not agree on such proceduresserve, pursuant another mutually acceptable "big four" accounting firm (the "DISPUTE RESOLUTION AUDITOR"). Any further submissions to procedures determined by the Neutral Accountant), regarding such Party’s determination of Dispute Resolution Auditor must be written and delivered to each party to the dispute. The Dispute Resolution Auditor shall consider only those items and amounts to be set forth on which are identified in the Closing Statement; Objections Statement as being items which the Agent and the Parties Buyer are unable to resolve. The Agent and the Buyer shall use their commercially reasonable efforts to cause the Neutral Accountant Dispute Resolution Auditor to resolve all disagreements as soon as practicable. Further, 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 Dispute Resolution Auditor's determination shall be based solely on such the presentations of by the Parties Buyer and the Agent (i.e., not on the basis of an independent review) and on the definitions and other terms included herein). The Closing Statement determined resolution of the dispute by the Neutral Accountant Dispute Resolution Auditor shall be deemed to be the Final Closing Statement. Such determination final, binding on and non-appealable by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest errorparties hereto. The fees costs and expenses of the Neutral Accountant Dispute Resolution Auditor shall be paid by allocated between the Party whose calculation Buyer, on the one hand, and the Securityholders, on the other hand, based upon the percentage which the portion of the Closing Net Working Capital is farther from contested amount not awarded to each party bears to 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 amount actually contested by such party. (ii) resolve any such differences by making an adjustment If the Closing Merger Consideration as finally determined pursuant to Section 1.15(b)(i) above is greater than the Closing Merger Consideration paid at Closing, the Buyer shall pay to the Closing Statement that is outside Agent (on behalf of the range defined by amounts Securityholders) such excess. If the Closing Merger Consideration as finally proposed by Parent and Representative. (cdetermined pursuant to Section 1.15(b)(i) 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) above is less than the Closing ConsiderationMerger Consideration paid at Closing, then such difference the Agent (on behalf of the Securityholders) shall be paid pay to the Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient Buyer such amount. Payments to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments be made pursuant to this Section 2.11 1.15(b)(ii) shall be treated as made promptly (but in any event within five business days) by wire transfer of immediately available funds to an adjustment to the Purchase Price account or accounts designated by the Parties. For the purposes hereof the number of Parent Shares to be issued Agent 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 hereunderBuyer, as applicable.

Post-Closing Adjustment. Following the Closing, if appropriate, there shall be an adjustment to the Base Merger Consideration as follows: (a) Within ninety sixty (9060) days after following the Closing DateClosing, Parent the Shareholder Representatives shall prepare and deliver to Representative Parent 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 time immediately prior to the Effective Time Date, which shall be prepared in accordance with GAAP, subject to the adjustments and exceptions set forth on Schedule 2.5, and applied consistently with the manner GAAP is applied in the Preliminary Closing Date Balance Sheet (the “"Closing Indebtedness”Date Balance Sheet"), together with a certificate signed by the Shareholder Representatives certifying that the Closing Date Balance Sheet (A) is complete and accurate in all material respects and has been derived from the books and records of the Company, (B) presents fairly in all material respects the financial condition of the Company as of the date thereof without giving effect to the consummation of the Closing in accordance with GAAP, subject to the exceptions and subject to the adjustments and exceptions set forth on Schedule 2.5, and (C) has been prepared in accordance with GAAP, subject to the adjustments and exceptions set forth on Schedule 2.5. (b) If Representative disputes Parent shall have thirty (30) days to review and approve the Closing Date Balance Sheet following the receipt thereof. Subject to its right to dispute any amounts item(s) included in the Closing Date Balance Sheet as provided below: (i) to the extent of any Debt (other than the mortgage Debt with a balance as of July 31, 2002 of $1,105,366 set forth on the interim balance sheets dated July 31, 2002 previously delivered to Parent) reflected on the Closing Date Balance Sheet exceeds the amount shown on the Preliminary Closing StatementDate Balance Sheet, Representative (ii) to the extent Shareholders' Equity (as finally determined pursuant to Section 2.5(c)) reflected on the Closing Date Balance Sheet (determined in a manner consistent with Section 2.4(a)(ii)) is less than the amount shown on the Preliminary Closing Date Balance Sheet, (iii) to the extent the cash and cash equivalents reflected on the Closing Date Balance Sheet (determined in a manner consistent with Section 2.4(a)(iii)) are less than the amount shown on the Preliminary Closing Date Balance Sheet, (iv) to the extent non-cash working capital levels reflected on the Closing Date Balance Sheet (determined in a manner consistent with Section 2.4(a)(v)) are less than that set forth on the on the Preliminary Closing Date Balance Sheet, and (v) to the extent the estimated liability for all transfer, sales and use, registration, stamp and similar Taxes and Taxes resulting from the application of Section 1374 of the Code (or any analogous provision of state or local law) imposed on the Company, or for which the Company may be liable, as a result of any transaction contemplated by this Agreement reflected on the Closing Date Balance Sheet is greater than that set forth on the Preliminary Closing Date Balance Sheet, such amounts shall be released to Parent from the Escrow Fund in accordance with the Escrow Terms. In the event Parent does not dispute any item(s) included in the Closing Date Balance Sheet as provided below, the Closing Date Balance Sheet shall be final and binding on Parent. (c) Parent may dispute any amounts reflected on the Closing Date Balance Sheet; provided that any such amounts exceed $25,000 in the aggregate and, provided further, Parent shall deliver to Parent the Shareholder Representatives a Dispute Notice setting forth each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty (30) days after of Parent's receipt of the Closing Statement a notice (Date Balance Sheet. Amounts not in dispute shall be paid as set forth herein. In the “Dispute Notice”) setting forth Representative’s calculation event of such amount and describing in reasonable detail a dispute, the basis for the determination Shareholder Representatives shall have thirty (30) days from receipt of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c)respond to the items in the Dispute Notice. If Representative does not deliver a Dispute Notice to Parent within after such thirty (30) day period, then there remains a dispute as to the Closing Statement prepared Date Balance Sheet that exceeds $25,000, the Shareholder Representatives and delivered by Parent shall attempt in good faith for thirty (30) additional days to agree upon the matters in dispute. If Parent and the Shareholder Representatives should so agree, a written statement to such effect shall be deemed signed by both parties and shall be conclusively binding on all parties. In the event the dispute cannot be resolved, the matter shall be referred to be an independent "Big Four" public accounting firm mutually agreed upon by the “Final Closing Statement.” The Parties Parent and the Shareholder Representatives (the "Accountants"), which shall use commercially reasonable efforts resolve the dispute and shall render its decision (together with a brief explanation of the basis therefor) to resolve such differences within a period of Parent and the Shareholder Representatives not later than thirty (30) days after Representative has given following submission of the Dispute Notice. If dispute to it; provided, however, that if Parent and the Parties resolve such differencesShareholder Representatives are unable to mutually agree upon an independent public accounting firm, 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 the Shareholder Representatives shall each choose an independent "Big Four" public accounting firm and those firms shall appoint a final resolution on third independent "Big Four" public accounting firm to act as 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 belowAccountants. The Neutral Accountant Accountants shall only decide apply GAAP, subject to the specific items under dispute by adjustments and exceptions set forth on Schedule 2.5, as such adjustments may be applicable to the Parties (issues at hand and shall not have the “Disputed Items”)power to alter, solely in accordance with the terms amend, add to or subtract from any term 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 The Accountants' determination of the amounts to be set forth disputed items in respect of the Closing Date Balance Sheet will become final and binding on Parent and the Shareholders on the Closing Statement; Business Day after the date upon which a written report setting forth such determination is delivered to Parent 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 errorShareholder Representatives. The fees and expenses of the Neutral Accountant Accountants shall be paid shared equally by Parent, on the Party whose calculation of one hand, and Shareholders on the Closing Net Working Capital is farther from other hand. Parent, on the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) one hand, or Shareholders, on the other hand, as the case may be, 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 make appropriate payment to the Closing Statement that is outside of the range defined by other with respect to any 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 payable pursuant to this Section 2.11 shall be treated as an adjustment 2.5, provided that Parent may cause any amounts owing from the Shareholders (which amounts are undisputed, agreed to the Purchase Price by the Parties. For Shareholder Representatives or finally determined by the purposes hereof the number of Parent Shares Accountants) to be issued or released from the Escrow Fund in accordance with the Escrow Terms and the Escrow Agreement. Notwithstanding the foregoing, the Shareholders shall have the right and option to pay any decrease in and all amounts payable pursuant to this Section 2.5 by delivery of Securities constituting a part of the issuance thereof will be Stock Consideration and having a value equal to the amount payable (with such Securities being valued at the Per Share Value as of the excess Effective Date). (in d) Interest shall accrue on amounts due pursuant to this Section 2.5 from and after the case Closing Date until the date of item payment at the Prime Rate. (ie) Following the Closing, Parent will make the work papers and the books, records, and financial staff of this subsection (c)) divided the Company and the Surviving Corporation available to the Shareholders and their accountants and other representatives at all reasonable times and upon prior notice at any time during the review by the value Shareholders of a Consideration Share hereunderthe Closing Date Balance Sheet, the proposed adjustments and the resolution by such parties of any objections thereto.

Post-Closing Adjustment. (a) Within ninety ten (9010) days after following the Closing DateClosing, Parent Seller shall prepare and deliver to Representative Buyer a statement (setting forth the “Closing Statement”) calculating (i) the Purchase Price (excluding any Earn-out Payments), (ii) the Net Working Capital book value as set forth on Seller's books and records as of the Effective Time Closing Date of the Accounts Receivable, Inventory and Prepaid Expenses determined in accordance with generally accepted accounting principles applied on a consistent basis (the “Closing Net Working Capital”"Statement of Current Assets"), and (iii) . The Inventory shall be valued at the Indebtedness lower of the Company as of the Effective Time (the “Closing Indebtedness”)cost or market. (b) If Representative disputes any amounts as shown on the Closing Statement, Representative Buyer 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 have twenty (20) days after the engagement delivery of the Neutral AccountantStatement of Current Assets to review the same. The Neutral Accountant’s determination If within said (twenty) 20-day period, the Buyer notifies the Seller in writing that it disputes any item(s) on the Statement of Current Assets, specifically identifying the item(s) and amount(s) in dispute and the basis for such dispute, the Buyer and Seller shall be based solely on such presentations use their reasonable efforts to reach agreement within the ten (10) day period following the delivery of the Parties (i.e.Buyer's notice of dispute, not on independent review) and on the definitions and other terms included herein. The Closing Statement determined or such longer period as may be agreed upon by the Neutral Accountant shall be deemed Buyer and Seller, with respect 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 Representativedisputed item(s). (c) PromptlyIf Buyer and Seller fail to reach a mutually agreeable determination with respect to the Statement of Current Assets within the foregoing ten day period, but or such longer period as may have been agreed upon, the disputed item(s) shall be submitted to an independent certified public accounting firm mutually agreed to by the parties, in each case utilizing an accounting firm and partners that have not represented and have no later than five relationship with any party (5the "Independent Accountant") Business Days after for resolution. The Independent Accountant's determination shall be final and binding on Seller and Buyer, and judgment on such determination may be entered in any court having jurisdiction. The costs and expenses of the Independent Accountant will be paid by the party against whom the disputed item(s) are resolved, or shall be prorated between Buyer and Seller by the Independent Accountant to the extent disputed item(s) are resolved in favor of each party based on their relative degree of success. The parties shall request that such determination by the Independent Accountant be resolved as promptly as possible. The resolution of any disputed item(s) shall be combined with the undisputed items from the Statement of Current Assets to re-calculate and finalize the Statement of Current Assets. (d) The Purchase Price for the Purchased Assets shall be subject to a dollar-for-dollar increase or reduction to the extent that the value of the Accounts Receivable, Inventory and Prepaid Expenses as set forth on 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 Statement of Parent Shares; or (ii) Current Assets is less than or greater than the Closing ConsiderationEstimated Current Asset Amount. In the event of a reduction in the Purchase Price, then such Seller shall pay the difference shall be paid to Buyer in immediately available funds. In the Parent event of an increase in cash out of the Escrow Account; providedPurchase Price, however, that if the Escrow Account is insufficient Buyer and ▇. ▇▇▇▇▇▇ jointly and severally agree to pay the Parent such difference, each difference to 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 hereunderimmediately available funds.

Post-Closing Adjustment. (a) Within ninety If the Closing Date Net Assets (90as defined below) are less than $44,000,000, the Sellers shall pay the difference to the Purchaser; provided that if any event which would result in a reduction in the Closing Date Net Assets (the "CDNA Amount") has resulted in an adjustment pursuant to Section 1.1(d)(y), then the amount to be paid by Seller pursuant to this Section 1.6 shall be reduced by the CDNA Amount. If the Closing Date Net Assets are more than $46,000,000, the Purchaser shall pay the difference to the Seller. Any payment under this Section 1.6(a) shall be made in immediately available funds within five business days after of the date the Closing Date Net Assets are finally determined pursuant to this Section 1.6 and shall be accompanied by interest on such amount from the Closing Date to the date of payment at a floating rate equal to the publicly announced prime lending rate of NationsBank, N.A. Any such payment shall be made in accordance with Section 7.5 hereof. (b) As promptly as practicable following the Closing Date, Parent but in no event more than 90 days following the Closing Date, the Purchaser shall prepare and deliver to Representative Seller Parent a statement (balance sheet setting forth the “Closing Statement”) calculating (i) Assets and the Purchase Price (excluding any Earn-out Payments), (ii) the Net Working Capital Assumed Liabilities as of the Effective Time Closing Date, in accordance with clause (the “Closing Net Working Capital”), and (iiif) the Indebtedness of the Company as of the Effective Time (the “Closing Indebtedness”)below. (bc) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Parent Unless within thirty (30) 30 days after its receipt of the Closing Statement a notice Date 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 as defined below), Seller Parent shall deliver to the Dispute Notice Purchaser a detailed statement describing its objections thereto, the amounts determined in accordance with clause (b) shall be paid promptly pursuant to Section 2.11(c). final and binding. (d) If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then the Closing Statement prepared and delivered by Seller Parent shall be deemed deliver the statement referred to be in clause (c) above, the “Final Closing Statement.” The Parties shall Purchaser and Seller Parent will 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 differencesany disputes, 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 but if a final resolution on the Closing Statement is not reached within thirty (30) 20 days after Representative Seller Parent has given submitted its objections, any remaining disputes will be resolved by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or such other national accounting firm as the Dispute Notice, unless Parent and Representative parties mutually agree upon based on its neutrality with respect to continue their efforts all parties (the "Reviewing Accountants"). The Reviewing Accountants shall be instructed 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), any matters in the manner provided dispute as promptly as practicable in accordance with Section 1.6(e) 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 Reviewing Accountants will be set forth on the Closing Statement; final and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between binding. (e) The Purchaser and Seller Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement will each pay one-half 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 Reviewing Accountants. Seller Parent and the Purchaser shall be paid by cooperate with each other and 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 Reviewing Accountants in connection with the matters contemplated by this Agreement except for the resolution of differences between Parent Section 1.6, including by furnishing such information and Representative regarding the determination of the Final Closing Statement; or access to books, records (ii) resolve any such differences by making an adjustment including accountants work papers), personnel and properties as may be reasonably requested at their own expense. Each party may also furnish to the Closing Statement Reviewing Accountants such other information and documents as it deems relevant with copies and notification to the other party. The Reviewing Accountants may conduct such procedures as it deems appropriate, provided that is outside of the range defined by amounts as finally proposed by Parent and Representativeparties do not intend that formal civil procedures necessarily be followed. (cf) 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 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 Date Net Assets" will be equal to the amount total assets less the total liabilities set forth on the balance sheet finally determined in accordance with this Section 1.6 (the "Closing Date Balance Sheet"). The Closing Date Balance Sheet shall be prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a basis otherwise consistent with the accounting principles used in preparation of the excess (December 31, 1997 and March 31, 1998 balance sheets delivered pursuant to Section 2.4 hereof and in all respects as if the Closing Date were the end of a fiscal year. Future payments by Parent or any subsidiary thereof under any non-competition or "earn-out" agreements included in the case Assets and Assumed Liabilities shall be deemed liabilities for purposes of item this Section 1.6 and the present value (iusing a 7% discount rate) of this subsection such payments shall be so reflected on the Closing Date Balance Sheet. The provisions set forth in Schedule 1.6(f) shall govern the preparation of the Closing Date Balance Sheet and the review thereof. Parent, Seller Parent, KPMG Peat Marwick LLP (c)"KPMG") divided and Price Waterhouse Coopers LLP ("PWC") shall promptly meet, and during the preparation of the Closing Date Balance Sheet and review thereof shall continue to meet, to discuss such Closing Date Balance Sheet, and any additions or other modifications to such Schedule. Any dispute shall be resolved by the value of a Consideration Share hereunderReviewing Accountants.

Post-Closing Adjustment. (a) Within ninety (90) days after The Post-Closing Adjustment shall be paid to Parent or to the Closing Date, Parent shall prepare and deliver to Representative a statement (the “Closing Statement”) calculating Company Holders as follows: (i) If the Purchase Price (excluding any EarnPost-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 Adjustment is 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 positive 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 promptly (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 following final determination thereof) pay to each Company Holder through the Paying Agent pursuant to the Paying Agent Agreement in cash an amount equal to the product of (A) the Post-Closing Adjustment multiplied by (B) such Company Holder’s Specified Percentage in accordance with the instructions provided in such Company Holder’s Letter of Transmittal; provided that, any amount to be paid to an Optionholder or to a holder of Company Restricted Stock pursuant to this paragraph shall instead be paid to the Surviving Corporation and then promptly (but in no event later than four (4) Business Days after such determination) remitted by the Surviving Corporation to any such Optionholder or holder of Company Restricted Stock by check, direct deposit or wire transfer of immediately available funds. (ii) If the Post-Closing Adjustment is a negative amount, then, subject to the Letter Agreement, Parent and the Company Holders’ Representative shall promptly (and no later than four (4) Business Days following 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 provide a joint written instruction to the Escrow Agent to deliver promptly from the Adjustment Escrow Account to Parent in cash out an amount equal to the lesser of the Post-Closing Adjustment and the Adjustment Escrow Account; providedAmount, however, that if up to the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share full amount of the aggregate deficiency amount Adjustment Escrow Amount. (iii) If the Post-Closing Adjustment is zero, no payment 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 respect thereof will be equal made. (iv) Payments of the Post-Closing Adjustment as a result of this Section 3.13 will be deemed adjustments to the amount of the excess (in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunderMerger Consideration.

Post-Closing Adjustment. (a) Within ninety Not less than five (905) days after Business Days prior to the Closing Date, Parent the Company shall deliver to Acquiror a written schedule (the “Estimated Closing Statement”) setting forth in reasonable detail, and that has been prepared in accordance with the Accounting Principles, the Company’s good faith estimate of (i) the Closing Cash (the “Estimated Closing Cash”), (ii) the Closing Indebtedness (the “Estimated Closing Indebtedness”), (iii) the Third Party Expenses (the “Estimated Third Party Expenses”), (iv) the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (v) the Unpaid Pre-Closing Taxes (the “Estimated Unpaid Pre-Closing Taxes”), and (vi) the Working Capital Adjustment Amount (the “Estimated Working Capital Adjustment Amount”). The Company shall consider in good faith any of Acquiror’s reasonable comments to such Estimated Closing Statement and the figures and calculations set forth thereon and provide any additional supporting documentation reasonably requested by Acquiror. (b) Within 60 calendar days following the Closing, Acquiror shall prepare and deliver to the Securityholder Representative a statement written schedule (the “Closing Statement”) calculating setting forth in reasonable detail, and that has been prepared in accordance with the Accounting Principles, its calculation of (i) the Purchase Price (excluding any Earn-out Payments)Closing Cash, (ii) the Net Working Capital as of Closing Indebtedness, (iii) the Effective Time Third Party Expenses, (iv) the “Closing Net Working Capital”), (v) the Unpaid Pre-Closing Taxes, and (iiivi) the Indebtedness of Working Capital Adjustment Amount; provided, however, that if Acquiror fails to provide such written schedule to the Company as of Securityholder Representative within such 60-day period, then the Effective Time (the “Estimated Closing Indebtedness”). (b) If Representative disputes any amounts as shown on Statement shall be deemed to be the Closing StatementStatement (without modification) and shall be final, binding and conclusive for all purposes hereunder. Following the Closing, Acquiror shall use its reasonable best efforts to cooperate with the Securityholder Representative shall deliver to Parent within thirty provide the Securityholder Representative and its representatives reasonable access (30including by electronic delivery of documents), during regular business hours, in such a manner as to not interfere with the normal operation of Acquiror, the First Step Surviving Corporation or the Surviving Entity, and upon reasonable advance notice, to its relevant work papers (subject to the execution of customary work paper access letters, if requested) days after receipt and books and records relating to the preparation of the Closing Statement a notice solely for the purpose of assisting the Securityholder Representative in its review of the Closing Statement and the calculations contained therein. (c) The Closing Statement shall become final and binding at the end of the 30th day following delivery thereof, unless prior to the end of such period, the Securityholder Representative shall notify Acquiror of its disagreement with the calculations in the Closing Statement in writing (the “Dispute Notice”) setting ). The Dispute Notice must set forth Representative’s calculation of such amount and describing in reasonable detail (A) any item on the basis for Closing Statement which the Securityholder Representative believes has not been prepared in accordance with this Agreement and the Securityholder Representative’s determination of the amount of such different amountitem and (B) the Securityholder Representative’s alternative calculation of the Closing Cash, the Closing Indebtedness, the Third Party Expenses, the Unpaid Pre-Closing Taxes, the Closing Net Working Capital and/or the Working Capital Adjustment Amount, as the case may be. Any amounts item or amount that Securityholder Representative does not subject to dispute in reasonable detail in the Dispute Notice shall be paid promptly pursuant to Section 2.11(c)final, binding and conclusive for all purposes hereunder. If Representative does not deliver a In the event any such Dispute Notice to Parent within such thirty (30) day periodis timely provided, then the Closing Statement prepared Acquiror and delivered by Parent Securityholder Representative shall be deemed to be the “Final Closing Statement.” The Parties shall each use commercially reasonable efforts to resolve such differences within for a period of thirty 30 days (30or such longer period as they may mutually agree) days after Representative has given to resolve any disagreements with respect to the calculations included in the Closing Statement that were disputed in the Dispute Notice. If If, at the Parties end of such period, the Securityholder Representative and Acquiror remain unable to resolve such differencesthe dispute in its entirety, then the Closing Statement agreed to by the Parties unresolved items and amounts thereof in dispute shall be deemed submitted to a nationally recognized independent accounting firm, reasonably acceptable to Acquiror and Securityholder Representative, which shall not be the Final Closing Statementindependent accountants of Acquiror or the Company (the “Dispute Auditor”). If Parent and Representative do not reach a final resolution The Dispute Auditor shall determine, based solely on the Closing Statement within thirty (30provisions of Section 2.6(c) days after and the written presentations by Securityholder Representative has given and Acquiror, and not by independent review, only those items and amounts that remain then in dispute as set forth in 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 PartyDispute Auditor’s determination of the amounts to be set forth on Closing Cash, the Closing Statement; and Indebtedness, the Parties shall use commercially reasonable efforts to cause Third Party Expenses, the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Unpaid Pre-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.Taxes, 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 and/or the Working Capital Adjustment Amount, as applicable, shall be made within 45 days after the dispute is farther from submitted for its determination and shall be set forth in a written statement delivered to Securityholder Representative and Acquiror. The Dispute Auditor shall have exclusive jurisdiction over, and resorting to the Neutral Accountant’s calculation thereof. Nothing Dispute Auditor as provided in this Section 2.11(b2.6(c) shall be construed the only recourse and remedy of the parties against one another with respect to, those items and amounts that remain in dispute under this Section 2.6(c). The Dispute Auditor shall allocate its fees and expenses between Acquiror and Securityholder Representative according to authorize the degree to which the positions of the respective parties are not accepted by the Dispute Auditor. In no event shall the decision of the Dispute Auditor assign a value to any item greater than the greatest value for such item claimed by either Acquiror or permit Securityholder Representative or lesser than the Neutral Accountant to: (ismallest value for such item claimed by either Acquiror or Securityholder Representative. Any determinations made by the Dispute Auditor pursuant to this Section 2.6(c) determine any questions shall be final, non-appealable and binding on the parties hereto, absent manifest error or matters whatsoever under or fraud. The fees and disbursements of the representatives of each party incurred in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination their preparation or review of the Final Closing Statement; Statement and preparation or review of any Dispute Notice, as applicable, shall be borne by such party. (iid) resolve any At the Closing, Acquiror shall retain and hold back an amount in cash equal to each Stockholder’s and holder of Vested Company Options’ Pro Rata Portion of the Adjustment Fund Amount from the cash consideration otherwise payable to such differences Person pursuant to Section 1.3(b), Section 1.3(c) and Section 1.3(f)(i). At or promptly after the Closing, Acquiror shall deposit, or cause to be deposited, pursuant to an escrow agreement in customary form with Acquiom Clearinghouse LLC, a Delaware limited liability company (the “Escrow Agent”), the Adjustment Fund Amount into an account designated by making an adjustment the Company in a written notice delivered to Acquiror at least three (3) Business Days prior to the Closing Statement that is outside Date (the “Adjustment Fund”), and, upon such deposit, Acquiror shall be deemed to have contributed to the Adjustment Fund, on behalf of such Securityholder, his, her, or its Pro Rata Portion of the range defined Adjustment Fund Amount. The Adjustment Fund shall be accessed, and the Adjustment Fund Amount shall be used, solely by amounts the Securityholder Representative to pay any Adjustment Amount owed to Acquiror as finally proposed determined by Parent the Dispute Auditor pursuant to Section 2.6(c). The Adjustment Fund shall be treated as received and Representativedeposited by the applicable Securityholders at Closing for Tax purposes and be held as a trust fund for the benefit of the applicable Securityholders and shall not be subject to any Lien, attachment, trustee process or any other judicial process of any creditor of any Person. (ce) PromptlyIf the Adjustment Amount is a positive number, but no later than then the Merger Consideration shall be increased by the Adjustment Amount, and if the Adjustment Amount is a negative number, then the Merger Consideration shall be decreased by the Adjustment Amount. If the Adjustment Amount is a positive number, then prior to any distribution of the Adjustment Amount to the applicable Securityholders, the Securityholder Representative shall deliver to Acquiror and the Exchange Agent an updated Closing Statement (which need not be certified by an officer of the Company) setting forth the portion of the Adjustment Amount payable to each Securityholder. Within five (5) Business Days after the final determination thereofof the Adjustment Amount, if the Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: (i) exceeds the Closing Consideration, Parent Acquiror shall pay to the Exchange Agent the portion of the Adjustment Amount due to the Stockholders for further distribution to the Stockholders based on each such excess amount to Sellers in Securityholder’s Pro Rata Portion of the form of Parent Shares; or Adjustment Amount, (ii) Acquiror shall pay the portion of the Adjustment Amount due to the Optionholders holding Vested Company Options based on each such Optionholder’s Pro Rata Portion of the Adjustment Amount through the First Step Surviving Corporation’s or the Surviving Entity’s customary payroll processes (as applicable) (the “Payroll Processor”) within one payroll period after the final determination of the amount and (iii) the Securityholder Representative shall direct the Escrow Agent to deliver all amounts then-remaining in the Adjustment Fund (the “Adjustment Fund Release Amount”) to the Exchange Agent and/or the Payroll Processor (as applicable) for further distribution to the Stockholders and the Optionholders holding Vested Company Options in accordance with their respective Pro Rata Portions. (f) If the Adjustment Amount is less than the Closing Considerationa negative number, then within five Business Days after the final determination of such difference amount (the “Acquiror Adjustment Amount”) in accordance with Section 2.6(c), the Securityholder Representative shall be paid direct the Escrow Agent to disburse to Acquiror from the Adjustment Fund, cash equal to 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 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 PartiesAcquiror Adjustment Amount. For the purposes hereof the number avoidance of Parent Shares to be issued or doubt, any decrease then-remaining amounts in the issuance thereof will be equal Adjustment Fund shall represent Acquiror’s sole and exclusive recourse with respect to any Acquiror Adjustment Amount. Within five Business Days after the disbursement of the Acquiror Adjustment Amount from the Adjustment Fund, the Securityholder Representative shall direct the Escrow Agent to disburse all amounts then-remaining in the Adjustment Fund, if any, to the amount of Exchange Agent and/or the excess Payroll Processor (as applicable) for further distribution to the Stockholders and the Optionholders holding Vested Company Options in the case of item (i) of this subsection (c)) divided by the value of a Consideration Share hereunderaccordance with their respective Pro Rata Portions.

Post-Closing Adjustment. (a) Within ninety (90) 60 days after the Closing Date, the Parent shall will prepare and deliver to the Stockholders' Representative a statement draft balance sheet (the “"Draft Closing Statement”Date Balance Sheet") calculating (i) for the Purchase Price (excluding any Earn-out Payments), (ii) the Net Working Capital Target as of the Effective Time close of business on the Closing Date (determined on a pro forma basis as though the “Parties had not consummated the transactions contemplated by this Agreement). The Parent will prepare the Draft Closing Net Working Capital”), Date Balance Sheet in accordance with GAAP applied on a basis consistent with the Target's past custom and (iii) practice. The Parent will make available to the Indebtedness of Stockholders' Representative and his or her accountants the Company as of work papers and back-up materials used in preparing the Effective Time (the “Draft Closing Indebtedness”)Date Balance Sheet. (b) If the Stockholders' Representative disputes has any amounts as shown on objections to the Draft Closing StatementDate Balance Sheet, Representative shall then he or she must deliver a detailed statement describing such objections to the Parent within thirty (30) 30 days after receipt of receiving the Draft Closing Statement a notice (Date Balance Sheet. The Parent 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 Stockholders' 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 will use commercially reasonable efforts to resolve any such differences within a period of thirty (30) days after Representative has given the Dispute Noticeobjections themselves through good faith negotiation. 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 the Stockholders' Representative do not reach obtain a final resolution on the Closing Statement within thirty (30) 30 days after Representative the Parent has given received the Dispute Noticestatement of objections, unless however, the Parent and the Stockholders' Representative will select a mutually agree to continue their efforts acceptable, nationally-recognized accounting firm to resolve such differences, any remaining objections by preparing and providing to the Neutral Accountant shall resolve such differences, pursuant Parties within 30 days after its engagement an analysis and report of its determination with respect to an engagement agreement among Parent, Representative the remaining objections. The Parent will pay 50% and the Neutral Accountant Stockholders' Representative (which Parent on behalf of the Common Holders) will pay 50% of the costs and Representative agree to execute promptly), in the manner provided belowexpenses of any accounting firm so used. The Neutral Accountant shall only decide the specific items under dispute determination made 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 accounting firm will be set forth on the Closing Statement; in writing 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 will 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 Not later than three (903) days months after the Closing Date, Parent Purchaser shall prepare and deliver to the Securityholder Representative a statement revised version of the Estimated Closing Adjustment Items (the “Closing Adjustment 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 including a balance sheet of the Company as of the Effective Time (the “Closing Indebtedness”). (b) If Representative disputes any amounts as shown 11:59 PM, Eastern time, on the day immediately prior to the Closing StatementDate. The Closing Adjustment Statement and such balance sheet shall be prepared in accordance with the Applicable Financial Standards. The Closing Adjustment Statement delivered pursuant to this Section 1.7(a) shall be accompanied by a statement setting forth the amount, Representative shall deliver to Parent within thirty (30) days after receipt if any, by which the total of the Closing Statement a notice (Adjustment Items is greater than, or less than, the “Dispute Notice”) Estimated Closing Adjustment and setting forth Representative’s calculation of such amount and describing in reasonable detail the basis for particulars of any disparity between Closing Adjustment Items and Estimated Closing Adjustment. (i) In the determination of such different amount. Any amounts not subject event Purchaser fails to deliver to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Securityholder Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then the Closing Adjustment Statement prepared and delivered by Parent within the period above, Purchaser shall be deemed to have irrevocably consented to the Estimated Closing Adjustment, and the Estimated Closing Adjustment shall be deemed for purposes of this Section 1.7 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 1.7 to be the “Final Closing Adjustment Items” and each shall be final and binding on all parties to this Agreement and the Securityholders. (ii) In the event Purchaser delivers to the Securityholder Representative the Closing Adjustment Statement within the period above but the Securityholder Representative fails to timely deliver to Purchaser an Objection Notice in accordance with Section 1.7(b) below, then the Closing Adjustment Statement, as proposed by Purchaser pursuant to this Section 1.7(a), shall be deemed for purposes of this Section 1.7 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 1.7 to be the “Final Closing Adjustment Items” The Parties and each shall use commercially reasonable efforts be final and binding on all parties to resolve such differences within a period of this Agreement and the Securityholders. (b) During the thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then Business Day period following delivery of the Closing Adjustment Statement agreed to by the Parties Securityholder Representative, Purchaser shall provide the Securityholder Representative access to the Purchaser’s and Company’s books and records, including work papers and back-up materials, supporting documentation or data, personnel and advisors (who were involved in preparing the Closing Adjustment Statement), as the Securityholder Representative may reasonably request. In the event that the Securityholder Representative disputes the Closing Adjustment Statement or the amount of the Closing Adjustment Items, the Securityholder Representative shall notify Purchaser in writing (the “Objection Notice”) of the amount, nature and basis of such dispute, within thirty (30) Business Days after delivery of the Closing Adjustment Statement pursuant to Section 1.7(a). Any such Objection Notice shall specify those items or amounts as to which the Securityholder Representative disagrees, and the Securityholder Representative shall be deemed to have agreed with all other items and amounts contained in the Closing Adjustment Statement and the amount of the Closing Adjustment Items delivered pursuant to Section 1.7(a). In the event of such a dispute, Purchaser and the Securityholder Representative shall first negotiate in good faith to reach agreement on the disputed items or amounts in order to determine the amount of the Closing Adjustment Items, which amount shall not be more than Purchaser’s calculation delivered pursuant to Section 1.7(a) nor less than the Final Closing StatementSecurityholder Representative’s calculation delivered pursuant to this Section 1.7(b). If Parent Purchaser and the Securityholder Representative do not reach a final resolution on the Closing Adjustment Statement within thirty (30) days after Purchaser’s receipt of the Objection Notice (or within any additional period as mutually agreed to between Purchaser and the Securityholder Representative), then the Closing Adjustment Statement agreed upon by Purchaser and the Securityholder Representative has given shall be deemed for purposes of this Section 1.7 to be the Dispute “Final Closing Adjustment Statement,” the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 1.7 to be the “Final Closing Adjustment Items” and each shall be final and binding on all parties to this Agreement and on all Securityholders. (c) If Purchaser and the Securityholder Representative are unable to resolve the dispute within thirty (30) calendar days after delivery of the Objection Notice, unless Parent and Representative mutually agree then any remaining items in dispute shall be submitted 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 a partner in Deloitte (which Parent and Representative agree to execute promptly)or, in the manner provided below. The Neutral Accountant shall only decide event that such firm is unable to act, another independent certified public accounting firm which is one of the specific items under dispute by the Parties ‘Big Four’ accounting firms) (the “Disputed ItemsNeutral Accountant”), solely in accordance with the terms . Each of this Agreement. Parent and the Securityholder Representative shall each be entitled to make submit a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative statement of its position and the Neutral Accountant supporting documentation within ten (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination 10) calendar days 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 All determinations and calculations made by the Neutral Accountant’s determination Accountant pursuant to this Section 1.7(c) shall consider only those Closing Adjustment Items that are set forth in the Objection Notice (or related or relevant or necessary) and remain in dispute and shall be based solely on accompanied by a written explanation in reasonable detail of each such presentations of required adjustment, including the Parties basis therefor, shall be a value that is not more than Purchaser’s calculation delivered pursuant to Section 1.7(a) nor less than the Securityholder Representative’s calculation delivered pursuant to Section 1.7(b), shall be in writing and shall be delivered to Purchaser and the Securityholder Representative as promptly as practicable (i.e.but in no event later than 60 days following the Neutral Accountant appointment). Absent fraud or manifest error, not on independent review) and on the definitions and other terms included herein. The Closing Adjustment Statement as finally determined by the Neutral Accountant shall be deemed for purposes of this Section 1.7 to be the “Final Closing Adjustment Statement,” the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 1.7 to be the “Final Closing Adjustment Items” and each shall be final and binding on all parties to this Agreement and on all Securityholders. Such In determining the Closing Adjustment Statement and the Closing Adjustment Items, the Neutral Accountant shall act as an expert and not as arbitrator. A judgment on the determination made by the Neutral Accountant shall pursuant to this Section 1.7 may be conclusive entered in and binding upon the Parties, absent Fraud or manifest error. enforced by any court having jurisdiction. (d) The fees and expenses of the Neutral Accountant in connection with the resolution of disputes pursuant to Section 1.7(c) shall be paid borne by the Party whose calculation Securityholder Representative, on behalf of the Closing Net Working Capital is farther Securityholders, in accordance with their respective Pro Rata Shares on the one hand, and Purchaser, on the other hand, in proportion to the amounts by which the proposals of Purchaser and the Securityholder Representative differed 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 Representativefinal determination. (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. The Interplay Purchase Price will be subject to further adjustment after the Closing in accordance with the following: (ai) Within ninety (90) 45 days after the Closing Date, Parent shall Buyer will prepare and deliver to Representative Interplay 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 (as finally determined pursuant to paragraph (iii) below, the "FINAL BALANCE SHEET"). The Final Balance Sheet will be prepared in accordance with GAAP and reflect actual accruals for each pro forma accrual referenced in Section 2.2(b) above. (ii) Interplay and its accountants will have the right to review the work papers of Buyer and its advisors utilized in preparing the Final Balance Sheet. The Final Balance Sheet will be binding on Interplay unless Interplay presents to Buyer within 30 days after its receipt of the Final Balance Sheet from Buyer written notice of disagreement specifying in reasonable detail the nature and extent of the disagreement. (iii) Buyer and Interplay will attempt in good faith during the 30 days immediately following Buyer's receipt of Interplay's timely notice of disagreement to resolve any disagreement with respect to the Final Balance Sheet. If, at the conclusion of such 30-day period, Buyer and Interplay have not resolved their disputes regarding the Final Balance Sheet, Buyer will refer the items of disagreement for final determination to Ernst & Young. If such firm notifies Buyer and/or Interplay that it is unable or unwilling to make such final determination, or if such firm does not make a determination within 30 days following the date of the receipt of Buyer's reference, then within the immediately following 10 days, Buyer and Interplay will mutually designate another independent accounting firm (the “accounting firm making such determination is referred to herein as the "INDEPENDENT ACCOUNTANTS"), and will be reasonably available and work diligently to facilitate such other firm to render a final determination within the 20-day period immediately following the referral to the Independent Accountants. The Final Balance Sheet will be deemed to be binding on Buyer and Interplay upon (i) Interplay's failure to deliver to Buyer a notice of disagreement within 30 days of its receipt of the Final Balance Sheet prepared by Buyer, (ii) resolution of any disagreement by mutual agreement of the parties after a timely notice of disagreement has been delivered to Buyer, or (iii) notification by the Independent Accountants of their final determination of the items of disagreement submitted to them. (iv) If the Working Capital reflected on the Final Balance Sheet, as finally determined, is greater than the Working Capital reflected on the Closing Indebtedness”Balance Sheet, the Interplay Purchase Price will be increased by such amount, and if the Working Capital reflected on the Final Balance Sheet, as finally determined, is less than the Working Capital reflected on the Closing Balance Sheet, the Interplay Purchase Price will be reduced by such amount (the "FINAL ADJUSTMENT"). (bv) If Representative disputes any amounts The Independent Accountants, Buyer and Interplay will enter into such engagement letters 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 required for the determination of such different amount. Any amounts not subject Independent Accountants 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 perform 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 disbursements of the Neutral Accountant shall be paid by the Party whose calculation Independent Accountants (and of the Closing Net Working Capital is farther from initial firm to which Interplay referred the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(bitems of disagreement) 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 borne equally, one-half by the value of a Consideration Share hereunderBuyer and one-half by Interplay.

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. (ai) Within ninety the thirty (9030) days after day period immediately following the Closing Date, Parent shall prepare and deliver will have the right to Representative dispute (a statement (the “Closing StatementDispute”) calculating (i) the Purchase Price (excluding any Earn-out Payments), (ii) the Net Working Capital as part of the Effective Time (the “Closing Estimated 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 Cash Schedule by delivering a written notice (the a “Dispute Notice”) setting forth to the Independent Accountant with a copy to the Parent Representative’s calculation of such amount and describing . Any Dispute Notice will identify in reasonable detail the basis for the determination nature of such different amount. Any amounts not subject any proposed revisions to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Estimated Net Cash Schedule and Parent’s good faith estimate of the final 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 Net Cash Amount and the Neutral Accountant components thereof (which Parent and Representative agree to execute promptly)any such items, 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 and will be accompanied by reasonably detailed work papers and back-up materials supporting the terms of this Agreement. Parent and Representative shall each basis for such proposed revisions. (ii) The Independent Accountant will be entitled instructed to make a presentation written determination with respect to the Neutral AccountantDisputed Items as promptly as practicable, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant but in any event within thirty (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 (2030) calendar days after the engagement of date on which the Neutral Dispute is referred to the Independent Accountant. The Neutral Accountant’s determination Independent Accountant shall be determine, based solely on such presentations the Estimated Net Cash Schedule, the Dispute Notice and the work papers and back-up materials supporting the basis for each, and not by independent review, only the Disputed Items. In resolving any Disputed Item, the Independent Accountant shall be bound by the assumptions and methodologies used in preparing Section 6.12 of the Parties Parent Disclosure Schedule, the definitions of Parent Net Cash Amount, Parent Working Capital Liability Amount, Parent Indebtedness Amount, Parent Other Liability Amount, Parent Bonus Payment Amount, Transaction Expenses and Transfer Taxes and the other applicable requirements of this Section 6.12 (i.e., not on independent reviewand related definitions) and on shall not assign a value to any item greater than the definitions and greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. No party hereto nor the Parent Representative shall have any ex parte conversations or meetings with the Independent Accountant without the prior consent of the other terms included hereinparty. The Closing Statement determined by Notwithstanding any provisions hereof to the Neutral contrary, the Independent Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive acting as an expert 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 not as an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Parent and Representativearbiter. (ciii) PromptlyFor purposes of this Agreement, but no later than five the term “Final Parent Net Cash Amount” means (51) Business Days after the final determination thereof, if the Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: event there is no Dispute, the Estimated Parent Net Cash Amount or (i2) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) event there is less than the Closing Considerationa Dispute, then such difference shall be paid to the Parent in cash out of Net Cash Amount as finally determined by 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 Independent Accountant 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 (c6.12(b)(iii)) divided by the value of a Consideration Share hereunder.

Post-Closing Adjustment. (a) Within As soon as reasonably practicable after the Closing Date, but not later than ninety (90) days after the Closing Date, Parent Evolent shall prepare and deliver to the Securityholders’ Representative a statement an unaudited consolidated balance sheet of the Business as of the Adjustment Time (the “Final Closing StatementDate Balance Sheet”) calculating and a calculation in the same format as the Example Calculation (the “Final Calculation” and, together with the Final Closing Date Balance Sheet, the “Adjustment Statements”) setting forth Evolent’s calculations of (i) the Purchase Price Closing Date Net Working Capital (excluding any Earn-out Paymentsthe “Final Closing Date Net Working Capital”), (ii) the Net Working Capital Indebtedness Payoff Amount as of the Effective Time (the “Closing Net Working Capital”)Date, and (iii) the Indebtedness of the Company Liability Coverage Amount as of the Effective Time Adjustment Time, and (iv) the “Valence Transaction Expenses as of the Closing Indebtedness”)Date. The Final Closing Date Balance Sheet shall be prepared in accordance with GAAP as modified by the Specified Accounting Principles. (b) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Parent within Within thirty (30) days after receipt delivery of the Closing Statement a Adjustment Statements, the Securityholders’ Representative may deliver written notice (the “Dispute Protest Notice”) setting to Evolent of any objections that the Securityholders’ Representative may have to the Adjustment Statements based solely on manifest error, the failure of the Adjustment Statements to follow GAAP as modified by the Specified Accounting Principles or the application of GAAP as modified by the Specified Accounting Principles. Such Protest Notice shall set forth Representative’s calculation of such amount and describing in reasonable detail the basis for the determination of such different amountobjection together with the amount(s) in dispute. Any amounts not subject Upon receipt of the Adjustment Statements, the Securityholders’ Representative and its representatives shall be given reasonable access, during normal business hours, to all of the Surviving Entity’s books and records (including working papers, schedules and calculations) reasonably relating to the Dispute Notice preparation of the Adjustment Statements. The Securityholders’ Representative and its representatives may make inquiries of Evolent, the Surviving Entity and their respective representatives regarding questions concerning or disagreements with the Adjustment Statements arising in the course of their review thereof, and Evolent shall be paid promptly pursuant use its, and shall cause the Surviving Entity to Section 2.11(c)use its, commercially reasonable efforts to cooperate with and respond to such inquiries. If the Securityholders’ Representative does not deliver a Dispute Protest Notice to Parent within such thirty (30) day periodperiod after delivery of the Adjustment Statements to Evolent, then the Closing Statement prepared Adjustment Statements shall become final and delivered by Parent shall be deemed to be binding on the “Final Closing Statementparties.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of (c) For the thirty (30) days after day period following Evolent’s receipt of a Protest Notice, Evolent and the Securityholders’ Representative has given shall attempt in good faith to resolve any dispute regarding the Dispute NoticeAdjustment Statements (and all such discussions related thereto shall, unless otherwise agreed by Evolent and the Securityholders’ Representative, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)). If the Parties resolve Securityholders’ Representative and Evolent reach agreement with respect to any such differencesdisputes within the thirty (30) day period, then Evolent shall revise the Closing Statement agreed Adjustment Statements to by reflect such agreement in a manner that is mutually acceptable to the Parties shall be deemed to be the Final Closing StatementSecurityholders’ Representative and Evolent. If Parent Evolent and the Securityholders’ Representative do not reach a final resolution on are unable to resolve any disagreement with respect to the Closing Statement Adjustment Statements within thirty (30) days after Representative has given following Evolent’s receipt of the Dispute Protest Notice, unless Parent and Representative then such dispute shall be submitted to a mutually agree agreeable accountant 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 be identified by the Parties parties hereto within ten (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 (510) Business Days after the final date hereof (the “Arbitrating Accountant”). The Arbitrating Accountant will be instructed to send to Evolent and the Securityholders’ Representative, within thirty (30) days of the date on which such dispute is referred to such Arbitrating Accountant, its determination thereofon the specific matters in dispute. Evolent and the Securityholders’ Representative will each bear fifty percent (50%) of the fees and costs of the Arbitrating Accountant for such determination. The Arbitrating Accountant shall determine, if based solely on the Purchase Price (excluding any Earn-out Payments) submissions by the Securityholders’ Representative and Evolent, and not by independent review, only those issues set forth in the Protest Notice that remain in dispute and shall determine a value for any such disputed item which is equal to or between the final values proposed by Evolent and the Securityholders’ Representative in their respective submissions. The final determination with respect to all dispute items shall be set forth in a written statement by the Arbitrating Accountant delivered to Evolent and the Securityholders’ Representative and shall be final, conclusive and binding on Evolent, Merger Sub, the Surviving Entity and the Securityholders. Evolent and the Securityholders’ Representative shall promptly execute any reasonable engagement letter requested by the Arbitrating Accountant and shall each cooperate fully with the Arbitrating Accountant, including by providing the information, data and work papers used by each party to prepare and/or calculate the Adjustment Statements, making its personnel and accountants available to explain any such information, data or work papers, so as to enable the Arbitrating Accountant to make such determination as quickly and as accurately as practicable. (d) Within five (5) days after the final determination of the Adjustment Statements: (A) If the Final Closing Statement: Date Net Working Capital as finally determined pursuant to Sections 2.11(b) or (ic) exceeds above is greater than the Estimated Closing ConsiderationDate Net Working Capital, Parent Evolent shall pay by wire transfer of immediately available funds to the Securityholders’ Representative, in trust for the Securityholders, an amount in cash equal to such excess amount excess. (B) If the Final Closing Date Net Working Capital as finally determined pursuant to Sellers in the form of Parent Shares; Sections 2.11(b) or (iic) above is less than the Estimated Closing ConsiderationDate Net Working Capital, then such difference Evolent shall be paid entitled 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 retain the amount of such deficit from the excess Escrow Fund. (ii) (A) If the Indebtedness Payoff Amount as finally determined pursuant to Sections 2.11(b) or (c) above is greater than the Indebtedness Payoff Amount as set forth in the case Closing Calculation, Evolent shall be entitled to retain the amount of item (i) of this subsection (c)) divided by such excess from the value of a Consideration Share hereunderEscrow Fund.

Post-Closing Adjustment. The Estimated Closing Purchase Price shall be subject to adjustment following the Closing as follows: (a) Within As soon as reasonably practicable, and in any event within ninety (90) days after the Closing Date, Parent the Purchaser shall prepare and (i) deliver to the Seller Representative a written statement (the “Closing Initial Statement”) calculating (i) the Purchase Price (excluding any Earn-out Payments), (ii) the Net Working Capital as setting forth its calculations of each of the Effective Time (Closing Cash Amount, the “Closing Indebtedness and the Closing Net Working Capital”), as determined by reference to the relevant provisions of this Agreement, and on the basis of the foregoing, its calculation of the Final Purchase Price, and (iiiii) provide reasonable access to all applicable financial statements and work papers used by Purchaser and/or its accountants (or other applicable representatives) to prepare the Indebtedness of Initial Statement and calculate the Company as of the Effective Time Final Purchase Price (the “Closing IndebtednessInitial Statement Documentation”)) in accordance with Section 1.4(b) below. (b) If Following the receipt by the Seller Representative disputes of the Initial Statement, if deemed reasonably necessary in good faith by the Seller Representative, the Purchaser shall permit the Seller Representative and its representatives to have reasonable access during normal business hours to the books, records and other documents pertaining to or used in connection with preparation of the Initial Statement; provided, however, (A) such access does not unreasonably disrupt the normal operations of the Company, and (B) any amounts as shown such access shall be conducted at the expense of the Seller Representative (on behalf of the Sellers). Subject to the execution and delivery of any non-reliance or similar letter requested by the auditors for the Company, the Seller Representative and its accountants may make reasonable inquiries of the Purchaser, the Company and their respective employees, accountants and representatives during normal business hours regarding questions concerning the Initial Statement arising in the course of their review thereof, and the Purchaser and the Company shall use their commercially reasonable efforts to cause any such employees, accountants and representatives to cooperate with and respond to such inquiries. On or prior to the thirtieth (30th) day after the Seller Representative’s receipt of the Initial Statement and Initial Statement Documentation, the Seller Representative may give the Purchaser a written notice stating in reasonable detail any objections (an “Objection Notice”) that it may have to the calculations of Closing Cash Amount, Closing Indebtedness or Closing Net Working Capital; provided that the only basis on which an objection may be set forth in an Objection Notice is that the Closing Cash Amount, Closing Indebtedness or Closing Working Capital, as applicable, was not calculated in accordance with this Agreement or manifest mathematical error. Any Objection Notice shall specify in reasonable detail the dollar amount of any objection and the basis therefor. Any item or calculation included in the calculations of any of the Closing Cash Amount, Closing Indebtedness and the Closing Net Working Capital set forth in the Initial Statement which is not specifically objected to, or which is reasonably apparent on its face that it is related to a specific objection, in an Objection Notice shall be deemed final and binding upon the parties hereto. If no Objection Notice is delivered within the 30-day period after delivery of the Initial Statement, the calculations of the Closing Cash Amount, Closing Indebtedness and the Closing Net Working Capital will be final and binding upon the parties hereto. (c) If the Seller Representative gives a timely Objection Notice as described in Section 1.4(b) above, then the Purchaser and the Seller Representative will negotiate in good faith to resolve their disputes regarding the Initial Statement and all such negotiations shall deliver be governed by Rule 408 of the Federal Rules of Evidence and any similar provision of state and local law. If the Purchaser and the Seller Representative are unable to Parent resolve all disputes regarding the calculations set forth in the Initial Statement that are set forth in the Objection Notice on or prior to the twentieth (20th) day after the delivery of the Objection Notice or such longer period as the Purchaser and the Seller Representative may agree in writing, then the Purchaser and the Seller Representative will, within five (5) Business Days thereafter, mutually retain RSM McGladrey, Inc. or, if such auditing firm is no longer independent or unwilling to serve, such other independent auditing firm as may be mutually agreed by the Purchaser and the Seller Representative (the “Independent Arbitrator”), and shall instruct the Independent Arbitrator to resolve the dispute as soon as practicable, and in any event within thirty (30) days after receipt days, and the Purchaser and the Seller Representative and their respective agents shall cooperate with the Independent Arbitrator during its engagement. Each of the Closing Statement a notice (Purchaser and the “Dispute Notice”) setting forth Representative’s calculation of such amount and describing in reasonable detail Seller Representative agree that it shall not engage, or agree to engage the basis for Independent Arbitrator to perform any services other than as the determination of such different amount. Any amounts not subject to Independent Arbitrator pursuant hereto until the Dispute Notice shall be paid promptly Final Purchase Price is finally determined pursuant to this 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 below1.4. The Neutral Accountant Independent Arbitrator shall only decide the specific items under dispute by the Parties parties (the “Disputed Items”), solely in accordance with the terms of this AgreementAgreement (it being understood that in making such decision, the Independent Arbitrator shall be functioning as an expert and not as an arbitrator). Parent and Representative shall each be entitled In resolving any Disputed Item, the Independent Arbitrator may not assign a value to make a presentation to any item greater than the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and greatest value for such item claimed by either party or less than the Neutral Accountant (or, if they cannot agree on smallest value for such procedures, pursuant to procedures determined item claimed 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 Accountanteither party. The Neutral AccountantIndependent Arbitrator’s determination shall be based solely on presentations by the Purchaser and the Seller Representative, such presentations of work papers and other documents and information relating to the Parties (i.e., not on independent review) disputed issues as the Independent Arbitrator may request 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 Independent Arbitrator will, absent manifest error, be conclusive final and binding upon the Partiesparties hereto, absent Fraud or manifest errorwill not be subject to appeal and will be used for all purposes of this Section 1.4 for the final calculations of Closing Indebtedness, Closing Cash Amount and the Closing Net Working Capital and, on the basis of the final calculations thereof, the calculation of the Final Purchase Price. 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(bIndependent Arbitrator (i) shall be construed to authorize or permit borne by the Neutral Accountant to: Seller Representative (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 on behalf of the Final Closing Statement; or Sellers), in the proportion that the aggregate dollar amount of Disputed Items submitted thereto for resolution that are unsuccessfully disputed by the Seller Representative (as finally determined by the Independent Arbitrator) bears to the aggregate dollar amount of such submitted Disputed Items and (ii) resolve any such differences shall be borne by making an adjustment the Company in the proportion that the aggregate dollar amount of Disputed Items submitted thereto for resolution that are successfully disputed by the Seller Representative (as finally determined by the Independent Arbitrator) bears to the Closing Statement that is outside aggregate dollar amount of such submitted Disputed Items. The Purchaser and the Seller Representative agree to execute, if requested by the Independent Arbitrator, a reasonable engagement letter, including customary indemnification provisions in favor of the range defined by amounts Independent Arbitrator. The Purchaser and the Seller Representative shall cooperate with the Independent Arbitrator and as finally proposed by Parent promptly as practicable provide all documents 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 information reasonably requested 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 Arbitrator.

Post-Closing Adjustment. (a) Within ninety (90) Buyer will prepare and deliver to Seller, no later than 90 days after the Closing DateDate (the “90-Day Period”), Parent shall prepare and deliver to Representative a written statement (the “Closing Statement”) calculating setting forth Buyer’s determination of (i) the Purchase Price (excluding any Earn-out Payments)Indebtedness as of immediately prior to the Closing, (ii) the Net Working Capital as of the Effective Time (the “Closing Net Working Capital”), Transaction Expenses and (iii) the Indebtedness Adjustment Amount. The Closing Statement and all items included therein will include materials showing in reasonable detail Buyer’s support and computations for the amounts included therein. If Buyer does not deliver the Closing Statement to Seller within the 90-Day Period, Buyer will be deemed to have waived the right to object to any items set forth in the Estimated Closing Statement and all such items will be deemed to be final and binding on the Parties and will be non-appealable and may be enforced by a court of competent jurisdiction for purposes of determining the Company Final Consideration, as of the Effective Time (the “Closing Indebtedness”)described below in this Section 1.03. (b) If Representative disputes any amounts as shown on During the Closing Statement, Representative shall deliver to Parent within thirty (30) days after 45-day period following Seller’s receipt of the Closing Statement (such period, the “Response Period”), Buyer will provide Seller and its Representatives with reasonable access to the Group Companies’ accounting records and personnel that relate to the items in the Closing Statement as reasonably requested by Seller. If Seller claims that Buyer has failed to comply with its obligation under this Section 1.03(b) to provide reasonable access to such accounting records and personnel, Seller must submit such claim for resolution to the Accounting Firm, which will have the authority to determine such matter and, to the extent that Buyer has so failed to comply, to extend the Response Period until the date that is 30 days after Buyer complies with its access obligations hereunder. Prior to the expiration of the Response Period, Seller may deliver a notice written objection to Buyer’s calculation of the items stated in the Closing Statement, identifying each item (i.e., on an item-by-item basis) in dispute (each, a “Disputed Item”) and the dollar amount in dispute for each Disputed Item (the “Dispute NoticeObjection Statement”) setting forth Representative’s calculation of such amount and describing ). If Seller chooses to deliver an Objection Statement during the Response Period, Seller will also deliver materials showing in reasonable detail Seller’s basis, support and computations for its position and 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 it claims are in dispute or that differ between the Closing Statement prepared and delivered by Parent shall the Objection Statement. Seller will be deemed to have waived the right to object to any item set forth in the Closing Statement unless Seller furnishes the Objection Statement to Buyer within the Response Period and such item is included in such Objection Statement. In the case of such waiver, all items stated in the Closing Statement will be deemed to be final and binding on the “Parties and will be non-appealable and may be enforced by a court of competent jurisdiction for purposes of this Agreement, including determining the Final Closing Statement.” The Parties shall Consideration. If Seller delivers an Objection Statement within the Response Period, then Buyer and Seller will use commercially reasonable efforts to attempt to resolve such their differences in good faith within a period of thirty (30) 10 days after Representative has given the Dispute Notice. delivery of the Objection Statement. (c) If Buyer and Seller are unable to resolve all of the Parties resolve Disputed Items after such differences10-day period, then Buyer or Seller shall submit the Closing Statement agreed to by the Parties shall be deemed remaining unresolved Disputed Items to be the Final Closing Statement. If Parent resolved by EisnerAmper or, if such firm is unable or unwilling to perform its obligations under this Section 1.03, such other accounting firm as Buyer 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 Seller 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 upon (the “Accounting Firm”). Within five days of the Accounting Firm’s request, both Buyer and Seller will enter into the Accounting Firm’s standard engagement letter and both will instruct the Accounting Firm to resolve each of the remaining Disputed Items (but no other items) within 30 days of being engaged. The cost of any retainer payment required by the Accounting Firm will be paid equally by Buyer and Seller, subject to ultimate apportionment as provided in this Section 1.03(c). Buyer and Seller will cooperate with the Accounting Firm in all reasonable respects, but neither Party will have ex parte meetings, teleconferences or other correspondence with the Accounting Firm, as it is intended for each of Buyer and Seller to be included in all discussions and correspondence with the Accounting Firm. In resolving each of the Disputed Items”), solely in accordance with the terms of this Agreement. Parent and Representative shall each Accounting Firm will be entitled authorized only 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 Partychoose between Seller’s determination of the amounts to be position as set forth on in the Objection Statement and Buyer’s position as set forth in the Closing Statement; , but recognizing that the Accounting Firm may resolve the Disputed Items on an item by item basis so that it may choose Seller’s position as set forth in the Objection Statement, on some items and Buyer’s position as set forth in the Closing Statement, on other items. The Accounting Firm will notify Buyer and Seller in writing of its resolution of each of the Disputed Items, together with a reasonably detailed explanation of its determination of each Disputed Item, and its calculation of Indebtedness as of immediately prior to the Closing, the Transaction Expenses 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 Adjustment Amount based on the Closing Statement within twenty (20) days after the engagement its resolution 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 errorDisputed Items. The fees and expenses of the Neutral Accountant shall Accounting Firm will be paid apportioned equitably by the Accounting Firm based on the degree to which each Party whose calculation failed to prevail in its position. The determination of the Closing Net Working Capital is farther from Accounting Firm with respect to the Neutral Accountant’s calculation thereof. Nothing Disputed Items and the apportionment of fees and expenses will, absent manifest error, be final and binding on the Parties, will be non-appealable and may be enforced by a court of competent jurisdiction. (d) The final Transaction Expenses (the “Final Transaction Expenses”), the final Indebtedness (the “Final Indebtedness”) and the final Adjustment Amount (the “Final Adjustment Amount”) will be as finally determined pursuant to Section 1.03(a), Section 1.03(b) and Section 1.03(c). (e) If the Final Consideration exceeds the Estimated Consideration, Buyer will pay promptly (but in this Section 2.11(b) shall be construed to authorize or permit any event within three Business Days following 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 final determination of the Final Closing Statement; or (iiConsideration) resolve any such differences by making an adjustment to Seller, the Closing Statement that is outside excess of the range defined Final Consideration over the Estimated Consideration by amounts as finally proposed wire transfer of immediately available funds to one or more accounts designated in writing by Parent and RepresentativeSeller. (cf) 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 Estimated Consideration exceeds the Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall Seller will pay such promptly (but in any event within three Business Days) to Buyer the 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 Estimated Consideration over the Escrow Account is insufficient Final Consideration by wire transfer of immediately available funds to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount one or more accounts designated in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price writing 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 hereunderBuyer.

Post-Closing Adjustment. (a) Within ninety (90) days after Sellers shall “close” their accounting records for the period ending on the Closing Date. As soon as possible after the Closing, Parent and in no event no later than thirty (30) days following the Closing, Sellers shall prepare and deliver provide to Representative a statement Purchasers their calculation of the Adjustment Amount (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 IndebtednessAdjustment Notice”). (b) If Representative disputes any amounts as shown on Within twenty (20) days after delivery of the Closing StatementAdjustment Notice, Representative Purchasers shall deliver to Parent Sellers a written response in which Purchasers shall either: (i) agree in writing with the Adjustment Amount, in which case such calculation will be final and binding on the parties for purposes of Section 1.9(g); or (ii) dispute the Adjustment Amount by delivering to Purchaser a written notice (a “Dispute Notice”) setting forth in reasonable detail the basis for each such disputed item. (c) If Purchasers fail to take either of the foregoing actions within twenty (20) days after delivery of the Adjustment Notice, then Purchasers will be deemed to have irrevocably accepted the Adjustment Amount, in which case the Adjustment Amount will be final and binding on the parties for all purposes hereunder. (d) If Purchasers timely deliver a Dispute Notice to Sellers, then Purchasers and Sellers will attempt in good faith, for a period of twenty (20) days following delivery by Sellers of the Dispute Notice, to agree on the Adjustment Amount. Any resolution by Purchasers and Sellers during such twenty (20)-day period as to any disputed items will be final and binding on the parties for purposes of this Agreement. If Purchasers and Sellers do not resolve all disputed items by the end of twenty (20) days after the date of delivery of the Dispute Notice, then either Purchaser or Sellers may submit the remaining items in dispute (the “Disputed Items”) to Deloitte for resolution, or if that firm is unwilling or unable to serve, Purchasers and Sellers will engage another mutually agreeable independent accounting firm of recognized national standing, which firm is not the regular auditing firm of Purchasers or Sellers (the “Independent Accounting Firm”). Purchasers and Sellers will instruct the Independent Accounting Firm to render its determination with respect to the Disputed Items in a written report that specifies the conclusions of the Independent Accounting Firm as to each such Disputed Item and the resulting Adjustment Amount; provided, however, that the Independent Accounting Firm will render a determination only as to the Disputed Items. Purchasers and Sellers will each use its commercially reasonable efforts to cause the Independent Accounting Firm to render its determination within thirty (30) days after receipt referral of the Closing Statement a notice (the “Dispute Notice”) setting forth RepresentativeDisputed Items to such firm or as soon thereafter as reasonably practicable. The Independent Accounting Firm’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 Disputed Items and the resulting Adjustment Amount as set forth in its report will 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 final 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 binding 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 parties for purposes of this Agreement. Parent Purchasers and Representative shall each be entitled Sellers agree to make a presentation revise the Adjustment Amount as appropriate to reflect the Neutral Accountant, resolution of the Disputed Items 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 Accountantthis Section 1.9(d), 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 Independent Accounting Firm will be paid by Purchasers and Sellers in inverse proportion to the Party whose calculation relative amounts of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall Disputed Items determined to be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution account of differences between Parent Purchasers and Representative regarding the determination Sellers, respectively (such that if 25% of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside value of the range defined by amounts as finally proposed by Parent Disputed Items are determined to be for the account of the first party, and Representative75% of the value of the Disputed Items are determined to be for the account of the second party, the first party will pay 75% of the fees and expenses of the Independent Accounting Firm and the second party will pay 25%). (ce) PromptlyFor purposes of facilitating the determinations made pursuant to this Section 1.9, but no later Purchasers and Sellers will furnish to each other and to the Independent Accounting Firm such work papers and other documents and information relating to the Disputed Items as the Independent Accounting Firm may request and are available to that party (or its independent public accountants) and will be afforded the opportunity to present to the Independent Accounting Firm any material related to the disputed items and to discuss the items with the Independent Accounting Firm. Purchaser may require that the Independent Accounting Firm enter into a customary form of confidentiality agreement with respect to the work papers and other documents and information relating to the Business provided to the Independent Accounting Firm pursuant to this Section 1.9. (f) If the Adjustment Amount is a higher negative amount than the Estimated Closing Adjustment, then Purchasers shall pay to Sellers the amount of such difference in cash by wire transfer of immediately available funds to an account designated by Sellers within five (5) Business Days after following the final determination thereofof the Adjustment Amount; provided, that if the Purchase Price (excluding Purchasers fail to pay 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 within such five (5) Business Day period, such unfunded amount shall bear interest at ten percent (10%) per annum. If the form of Parent Shares; Adjustment Amount is a positive amount or (ii) is less a lower negative amount than the Estimated Closing ConsiderationAdjustment, then such Sellers shall pay to Purchasers the amount of the difference shall be paid to between the Parent Adjustment Amount and the Estimated Closing Adjustment in cash out by wire transfer of immediately available funds to an account designated by Purchasers within five (5) Business Days following the final determination of the Escrow AccountAdjustment Amount; provided, howeverthat if Sellers fail to pay any such amount to Purchasers within such five (5) Business Day period, such unfunded amount shall bear interest at ten percent (10%) per annum. (g) Purchasers and Sellers agree that the financial responsibility with respect to all costs incurred on or after January 1, 2021 with respect to the Seller Construction Contracts that are not included within Cumulative Costs Incurred as of December 31, 2020 for purposes of determining the Agreed Target Amount, will be the responsibility of Purchasers, and to the extent any such costs were not taken into account in the Adjustment Amount, Purchasers shall either pay the vendors to which such costs relates or reimburse Sellers to the extent Sellers have paid such costs. For the avoidance of doubt, progress achieved and/or billing milestones achieved by vendors (including without limitation those set forth with respect to [***] on Schedule 1.9(g)) through December 31, 2020, that if have not been billed by such vendors or otherwise been taken into account in the Escrow Account is insufficient to pay Adjustment Amount, will be the Parent such difference, each Seller shall pay its Pro Rata Share responsibility of the aggregate deficiency amount in cash. Purchasers. (h) Any payments made pursuant to this Section 2.11 shall 1.9 will be treated by the parties for all purposes as an adjustment to the Purchase Price. The Purchase Price by as so adjusted, together with any adjustment made pursuant to Section 1.6(d), if any, is referred to in this Agreement as 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“Final Purchase Price.”

Post-Closing Adjustment. (a) Within ninety (90) As soon as practicable, but in no event later than 60 days after the Closing Date, Parent CFI shall prepare and deliver to Representative CC a statement (the “Post-Closing Statement”) calculating setting forth CFI’s good faith calculation as of the Closing Date of (i) the Purchase Price (excluding any Earn-out Payments)CC Working Capital, (ii) the Net Working Capital as of the Effective Time (the “CC Closing Net Working Capital”)Date Cash, and (iii) CC Closing Unpaid Indebtedness, (iv) CRP Working Capital, (v) CRP Closing Date Cash, (vi) CRP Closing Unpaid Indebtedness, (vii) Closing Consideration, (viii) CC Closing Adjustment, (ix) CRP Closing Adjustment, (x) CC Closing Unit Consideration, (xi) CC Closing Share Consideration, (xii) CC Closing Cash Consideration, (xiii) CCH Closing Unit Consideration, (xiv) FHB LLC Closing Unit Consideration, (xv) FHB LLC Closing Cash Consideration, (xvi) ▇▇▇▇▇▇▇▇ Closing Unit Consideration, (xvii) ▇▇▇▇▇▇▇▇ Closing Cash Consideration, (xviii) Closing CFI Common Stock Count, (xix) Closing CFI Series A Preferred Stock Count, (xx) Closing CFI Series B Preferred Stock Count, which shall be in accordance with the Indebtedness of Accounting Principles and based upon the Company as of amounts reflected on the Effective Time (the “Closing Indebtedness”)Disbursement Schedule. (b) If Representative disputes any amounts as shown on CC disagrees with the Post-Closing Statement, Representative CC shall promptly, but in no event later than 35 days after receiving the Post-Closing Statement (the “Review Period”) deliver to Parent within thirty CFI written notice describing in reasonable detail their dispute by specifying those items or amounts as to which CC disagrees, together with CC’s determination of such disputed items and amounts (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 CC either gives notice that it agrees with the Post-Closing Statement or fails to deliver a Dispute Notice within the Review Period, CFI and CC agree that the Post-Closing Statement shall be deemed to Parent be final with respect to those items that have been agreed upon or for which CFI shall have failed to deliver a Dispute Notice. If CC delivers a Dispute Notice to CFI within the Review Period, CC and CFI will use reasonable good faith efforts to resolve the dispute during the 30-day period commencing on the date CC delivers the Dispute Notice to CFI. If CFI and CC are not able to resolve all disputed items within such thirty (30) -day period, then the items in dispute shall be submitted immediately following the expiration of such 30-day period to a mutually acceptable nationally recognized independent accounting firm (the “Accounting Firm”). The Accounting Firm shall be given reasonable access to all relevant records of NewCo to calculate the amounts set forth on the Post-Closing Statement. If any remaining issues in dispute are submitted to the Accounting Firm for resolution, each of CFI and CC will be afforded an opportunity to present to the Accounting Firm any material relating to the determination of the matters in dispute and to discuss such matters with the Accounting Firm. The Accounting Firm shall act as an expert and not as an arbitrator to calculate, based solely on the written submissions of CFI, on the one hand, and CC, on the other, and not by independent investigation, the amounts set forth on the Post-Closing Statement prepared and delivered by Parent shall be deemed instructed that its calculation (A) must be made in accordance with the standards and definitions in this Agreement and the Accounting Principles, and (B) with respect to each item in dispute, must be within the range of values established for such amount as determined by reference to the value assigned to such amount by CC in the Dispute Notice and by CFI in the Post-Closing Statement. The Accounting Firm shall submit such calculation to CC and CFI as soon as practicable, but in any event within 30 days after the remaining issues in dispute are submitted to the Accounting Firm. The determination by the Accounting Firm of the Post-Closing Statement, as set forth in a written notice delivered to CFI and CC by the Accounting Firm in accordance with this Agreement will be binding and conclusive on CFI and CC. For purposes of this Agreement: (i) the “Final Closing Statement.” The Parties shall use commercially reasonable efforts mean the Post-Closing Statement, as finally determined (including by modification or adjustment) pursuant to resolve such differences within a period of thirty this Section 3.4, (30ii) days after Representative has given “Final CC Working Capital” means the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be CC Working Capital set forth on the Final Closing Statement. If Parent and Representative do not reach a final resolution on , (iii) “Final CC Closing Date Cash” means the CC 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 Date Cash set forth on the Final Closing Statement; and , (iv) “Final CC Closing Unpaid Indebtedness” means 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 CC Closing Unpaid Indebtedness 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 (v) “Final CRP 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 Capital” means 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.CRP

Post-Closing Adjustment. (a) As promptly after the Closing as reasonably practicable and, in any event, within two (2) days after the Closing, after using the Estimated Cash Purchase Price for the satisfaction in full and complete discharge (except to the extent the Secured Party later may be required to disgorge any portion of the Secured Party Minimum Payout) of all principal, interest and fee and related claims of the Secured Party against the Debtor (less a 2.5% discount) (such amount, the "Secured Party Minimum Payout"), the Secured Party shall (i) use the remaining portion of the Estimated Cash Purchase Price, if any, to deposit the Escrow Amount (Holdback) into the escrow account established pursuant to the Escrow Agreement (Holdback) and (ii) pay any balance remaining thereafter to the Debtor. (b) Within ninety three (903) business days after the Closing, the Debtor shall deliver to the Purchaser the Closing Date A/R Aging Report. Within twenty- one (21) calendar days after the Closing, the Debtor shall deliver to the Purchaser a report setting forth in detail the Debtor's calculation of the Purchased Accounts Receivable Value (the "Purchased Accounts Receivable Value Report"). (c) As promptly after the Closing as reasonably practicable, the Debtor and its representatives shall conduct a physical inventory at the Debtor's plant and prepare and deliver to the Purchaser within fourteen (14) calendar days after the Closing a report of such inventory, which shall contain the Debtor's determination of the Purchased Inventory Value as of the Closing Date (the "Inventory Report"). The inventory will be conducted by the Debtor and its representatives and may be observed by representatives of the Purchaser, including Purchaser's independent certified public accountants. (d) As promptly after the Closing as reasonably practicable, the Purchaser and its representatives shall conduct an inventory at the Debtor's plant of those Purchased Fixed Assets having an individual value in excess of $1,000 as reflected on the Appraisal. Within fourteen (14) calendar days after the Closing, the Purchaser shall prepare and deliver to the Debtor a report of such inventory, which shall contain the Purchaser's determination of those Purchased Fixed Assets that are located at the Debtor's plant in Plainfield, New Jersey (the "Fixed Asset Report"). The inventory will be conducted by the Purchaser and its representatives and may be observed by representatives of the Debtor. (e) Within seven (7) calendar days after (i) receipt by the Purchaser of each of the Closing Date A/R Aging Report, the Purchased Accounts Receivable Value Report and the Inventory Report, or (ii) receipt by the Debtor of the Fixed Asset Report, the party that received such report (the "Notifying Party") shall notify the party that prepared such report (the "Preparing Party") in writing of any objection to such report, indicating those matters as to which it objects and the reasons for such objections. Any dispute with respect to any of the Closing Date A/R Aging Report, the Purchased Accounts Receivable Value Report, the Inventory Report or the Fixed Asset Report which is not resolved by the parties hereto within seven (7) calendar days after the Notifying Party notifies the Preparing Party of its objections shall be submitted to the Arbitrator for resolution and the parties hereto shall cooperate in connection therewith to the end that any such dispute shall be resolved as soon as practicable and in any event no later than sixty (60) calendar days after the Closing Date. The fees and expenses, Parent shall prepare and deliver to Representative a statement (the “Closing Statement”) calculating (i) the Purchase Price (excluding any Earn-out Payments)if any, (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 Arbitrator shall be paid promptly pursuant to Section 2.11(c)shared equally by the Debtor and the Purchaser. If Representative does not deliver the parties succeed in resolving any dispute by negotiation, or if the Arbitrator renders a Dispute Notice to Parent within such thirty (30) day perioddecision, then the Closing Statement prepared and delivered revised statement as agreed to by Parent the parties or as determined by the Arbitrator 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 Date A/R Aging Report, the Dispute Notice. If Purchased Accounts Receivable Value Report, the Parties resolve such differencesInventory Report or the Fixed Asset Report, then as the Closing Statement agreed to by the Parties case may be, and 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 Representativeparties. (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. (ai) Within ninety forty-five (9045) days after the Closing Date, Parent Buyer shall prepare and deliver to the Stockholder Representative a statement statement, certified by an authorized officer of the Company, setting forth the Company Final Working Capital, along with a summary showing in reasonable detail each calculation (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”). (bii) If Representative disputes any amounts as shown on After receipt of the Closing Statement, the Stockholder Representative shall have forty-five (45) days (the “Review Period”) to review the Closing Statement. During the Review Period, the Stockholder Representative and its accountants shall have full access to the books and records of the Company, the personnel of, and work papers prepared by, the Company and/or its accountants to the extent that they relate to the Closing Statement and to such historical financial information (to the extent in Buyer’s possession) relating to the Closing Statement as the Stockholder Representative may reasonably request for the purpose of reviewing the Closing Statement and to prepare a Statement of Objections (defined below), provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer or the Company. (iii) On or prior to the last day of the Review Period, the Stockholder Representative may object to the Closing Statement by delivering to Buyer a written statement setting forth its objections in reasonable detail, indicating each disputed item or amount and the basis for its disagreement therewith (the “Statement of Objections”). If the Stockholder Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Statement shall be deemed to Parent have been accepted by the Stockholder Representative. If the Stockholder Representative delivers the Statement of Objections before the expiration of the Review Period, the Buyer and the Stockholder Representative shall negotiate in good faith to resolve such objections within thirty (30) days after receipt the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Statement a notice with such changes as may have been previously agreed in writing by the Buyer and the Stockholder Representative, shall be final and binding. (iv) If the Stockholder Representative and the Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (the “Dispute NoticeDisputed Amounts”) setting forth Representative’s calculation of such amount and describing in reasonable detail the basis for the determination of such different amount. Any , with any amounts not subject so disputed being the “Undisputed Amounts”), shall be submitted for resolution to the Dispute Notice office of an impartial nationally recognized firm of independent certified public accountants, as may be mutually acceptable to the Buyer and the Stockholder Representative (the “Independent Accountant”), who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to the Post-Closing Adjustment, as the case may be. The parties hereto agree that all adjustments shall be paid promptly pursuant made without regard 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 belowmateriality. The Neutral Independent Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreementparties. Parent and Representative The Independent Accountant shall each be entitled to make a presentation determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after its engagement, and its resolution of the Disputed Amounts and its adjustments 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 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 Adjustment shall be conclusive and binding upon the Parties, absent Fraud or manifest error. parties hereto. (v) The fees and expenses of the Neutral Independent Accountant shall be paid by the Party whose calculation Stockholder Representative (on behalf of the Closing Net Working Capital is farther from Principal Shareholders), on the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit one hand, and by the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for Buyer, on the resolution of differences between Parent and Representative regarding other hand, based upon the determination of percentage that the Final Closing Statement; or (ii) resolve any such differences by making an adjustment amount actually contested but not awarded to the Closing Statement that is outside of Stockholder Representative or the range defined by amounts as finally proposed by Parent and Representative. (c) PromptlyBuyer, but no later than five (5) Business Days after the final determination thereofrespectively, 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 bears 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 actually contested by the Parties. For Stockholder Representative and 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 hereunderBuyer.

Post-Closing Adjustment. (ai) Within As promptly as reasonably practicable, but in no event later than ninety (90) days after following the Closing Date, Parent shall prepare cause to be prepared and deliver delivered to the Securityholder Representative a statement (the “Parent Closing Statement”) calculating setting forth in reasonable detail Parent’s proposed calculation of the Adjustment Amount (i) the Purchase Price (excluding any Earn-out Paymentsincluding proposed calculations of Closing Working Capital, Closing Indebtedness, Closing Cash and Unpaid Company Transaction Expenses), together with supporting calculations and documentation in reasonable detail. (ii) During the Net Working Capital as forty-five (45) day period commencing upon receipt by the Securityholder Representative of the Effective Time Parent Closing Statement (the “Closing Net Working CapitalReview Period”), Parent shall provide the Securityholder Representative and any accountants or advisors retained by the Securityholder Representative with reasonable access to the books and records of the Acquired Companies for the purposes of (A) enabling the Securityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of, the Adjustment Amount as reflected in the Parent Closing Statement and (B) identifying (and contesting, if applicable) any dispute related to the calculation of the Adjustment Amount set forth in the Parent Closing Statement. (iii) If the Indebtedness Securityholder Representative disputes the Adjustment Amount set forth in the Parent Closing Statement, then the Securityholder Representative shall deliver a written notice (an “Adjustment Dispute Notice”) to Parent and the Escrow Agent 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 the Securityholder Representative’s determination of the Effective Time Adjustment Amount (the “including proposed calculations of Closing Working Capital, Closing Indebtedness”, Closing Cash and Unpaid Company Transaction Expenses). (biv) 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 Securityholder Representative does not deliver a an Adjustment Dispute Notice to Parent within such thirty prior to the expiration of the Review Period, the Adjustment Amount set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Securityholder Representative and the Securityholders as the Adjustment Amount for all purposes of this Agreement. (30v) day periodIf the Securityholder Representative delivers an Adjustment Dispute Notice to Parent prior to the expiration of the Review Period, then the Closing Statement prepared Securityholder Representative and delivered by Parent shall be deemed meet, confer and exchange any additional relevant information reasonably requested by the other Party regarding the computation of the Adjustment Amount for a period of twenty (20) days following the delivery of the Adjustment Dispute Notice to be the “Final Closing Statement.” The Parties shall Parent, and use commercially reasonable best efforts to resolve such by written agreement (the “Agreed Modifications”) any differences within a period of thirty (30) days after Representative has given as to the Dispute NoticeAdjustment Amount. If In the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If event Parent and the Securityholder 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 so resolve any such differences, the Neutral Accountant Adjustment Amount set forth in the Parent Closing Statement, as adjusted by the Agreed Modifications shall resolve such differences, pursuant be final and binding as the Adjustment Amount for all purposes of this Agreement. If the Securityholder Representative and Parent are unable to an engagement reach agreement among on the calculation of the Adjustment Amount within the twenty (20) day period following the delivery of the Adjustment Dispute Notice to Parent, then either the Securityholder Representative or Parent may submit the objections to PricewaterhouseCoopers LLP (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 the Closing Working Capital, Closing Indebtedness, Closing Cash and Unpaid Company 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 Adjustment 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 Designated Accounting Firm shall be directed by Parent and the Neutral Accountant (which Parent and Securityholder Representative agree to execute promptly), in resolve the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely unresolved objections as promptly as reasonably practicable in accordance with the terms of this Agreement. , and, in any event, within thirty (30) days of such referral, and, upon reaching such determination, to deliver a copy of its calculations (the “Expert Calculations”) to the Securityholder Representative, Parent and the Escrow Agent. In connection with the resolution of any such dispute by the Designated Accounting Firm, each of Parent, the Securityholder Representative and their respective advisors and accountants shall each be entitled have a reasonable opportunity to make a presentation meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the Neutral Accountant, pursuant to procedures to calculation of the Adjustment Amount. The determination of the Adjustment Amount made by the Designated Accounting Firm shall be agreed to among final and binding on Parent, the Securityholder Representative and the Neutral Accountant Securityholders for all purposes of this Agreement, absent manifest error. The Expert Calculations (orA) shall reflect in detail the differences, if they cannot agree on such proceduresany, pursuant to procedures determined by between the Neutral Accountant), regarding such Party’s determination calculation of the amounts to be Adjustment Amount reflected in the Adjustment Dispute Notice and the calculation of the Adjustment Amount set forth on in 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 and (20B) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination with respect to 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 Securityholder 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 Securityholder 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 borne by Parent, on the one hand, and the Securityholder Representative, on behalf of the Securityholders, on the other hand, in inverse proportion as they may prevail on the matters resolved by the Party whose calculation 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 amounts in dispute and shall be determined by the Designated Accounting Firm at the time the determination is farther rendered on the merits of the matters submitted to the Designated Accounting Firm. (vi) If the Adjustment Amount, as finally determined in accordance with this Section 2.08(b), is a negative number, then Parent and the Securityholder Representative shall promptly issue joint written instructions to the Escrow Agent directing the Escrow Agent to disburse to the Surviving Company from the Neutral Accountant’s calculation thereof. Nothing Indemnity Escrow Fund in accordance with the Escrow Agreement (A) an amount in cash equal to one-half of the absolute value of the Adjustment Amount and (B) a number of shares of Parent Stock equal to the quotient of (1) one-half of the absolute value of the Adjustment Amount, divided by (2) the Parent Stock Price. (vii) If the Adjustment Amount, as finally determined in accordance with this Section 2.11(b2.08(b), is a positive number, then Parent shall promptly deposit with the Exchange Agent for disbursement to the Indemnitors in proportion to their respective Pro Rata Shares (A) shall be construed an amount in cash equal to authorize or permit one-half of the Neutral Accountant to: Adjustment Amount and (B) a number of shares of Parent Stock equal to the quotient of (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 one-half of the Final Closing Statement; or Adjustment Amount, divided by (ii) resolve the Parent Stock Price (other than any such differences by making an adjustment amounts which are payable through the Surviving Company’s or Parent’s payroll system pursuant to this Agreement, which Parent shall promptly pay or cause to be paid through payroll to Vested Optionholders and Vested RSU Holders); provided that, the Closing Statement that is outside amount 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) cash set forth in the Final Closing Statement: clause (iA) exceeds the Closing Considerationshall not exceed an amount equal to $250,000,000, 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 and the number of Parent Shares to be issued or any decrease shares set forth in the issuance thereof will be clause (B) shall not exceed an 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 hereunder834,082.

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 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 As promptly as practicable after the Closing Date (90) but in no event later than 60 days after the Closing Date, ) Parent shall will prepare and deliver to the Seller Representative a net working capital statement of the Company (the “Closing Statement”) calculating (i) the Purchase Price (excluding any Earn-out Payments), (ii) the Date Net Working Capital as of Statement”), setting forth the Effective Time (the “Closing Date Net Working Capital”), . The Closing Date Net Working Capital Statement shall be prepared and the Closing Date Net Working Capital shall be determined in accordance with the methodologies and procedures set forth on Schedule 1.2 attached hereto (iii) without giving effect to the Indebtedness consummation of the Company as of the Effective Time (the “Closing Indebtedness”transactions contemplated by this Agreement). (b) If the Seller Representative disputes any amounts as shown on claims that the Closing StatementDate Net Working Capital Statement has not been prepared in accordance with the requirements of Section 2.4(a) above, Representative shall it will 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 statement describing in with reasonable detail the basis for the determination of any 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 claim within such thirty (30) day period, then 30 days after receiving the Closing Statement prepared Date Net Working Capital Statement. Parent and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall Seller Representative will use commercially reasonable efforts to resolve any such differences within a period of thirty (30) days after Representative has given the Dispute Noticeclaims themselves. 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 they do not reach obtain a final resolution within 120 days after the Closing Date, however, Parent and the Seller Representative will select an accounting firm from among the “Big Four” accounting firms or a regional accounting firm mutually acceptable to them to resolve any remaining such claims; if Parent and the Seller Representative are unable to agree on the Closing Statement within thirty choice of an accounting firm, they will select a nationally recognized accounting firm by lot (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve excluding any such differencesfirm affiliated with Parent, 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 Company or Sellers) (the “Disputed ItemsArbitrating Accountant”). Upon submission to the Arbitrating Accountant for resolution, solely Parent shall indicate in accordance with writing its position on each disputed matter and the terms of this Agreement. Parent and Seller Representative shall each be entitled to do likewise. The Arbitrating Accountant shall 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 written determination 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) each disputed matter 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 Parent and Sellers with respect to that disputed matter. The proposed Closing Date Net Working Capital Statement will be revised as appropriate to reflect the Partiesresolution of any such claims pursuant to this Section 2.4(b). The term “Final Closing Date Net Working Capital Statement” means the Closing Date Net Working Capital Statement, absent Fraud or manifest errortogether with any revisions thereto pursuant to this Section 2.4(b), and the term “Final Closing Date Net Working Capital” means the Closing Date Net Working Capital, together with any revisions thereto pursuant to this Section 2.4(b). The fees and expenses of the Neutral Arbitrating Accountant shall be paid by the Party whose calculation (Parent or Sellers) against whom in excess 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 50% of the aggregate deficiency disputed amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price is determined by the Parties. For the purposes hereof the number of Parent Shares to be issued Arbitrating Accountant, or any decrease in the issuance thereof will be equal to the amount if 50% of the excess (in the case aggregate disputed amount is determined against each Party then each Party shall pay one-half of item (i) of this subsection (c)) divided by the value of a Consideration Share hereundersuch fees and expenses.

Post-Closing Adjustment. (a) Within ninety one hundred twenty (90120) days after the Closing Date, Parent shall prepare prepare, or cause to be prepared, and deliver to Representative the Members a written statement reasonably reflecting the form of the Estimated Closing Statement (the “Closing Statement”) calculating (i) the Purchase Price (excluding any Earn-out Payments), (ii) to the Net Working Capital extent that such Estimated Closing Statement is consistent with GAAP, that shall include a consolidated balance sheet of the Group Companies as of the Effective Time prepared in accordance with the Accounting Principles, and a calculation of the following and a statement of the Net Adjustment Amount: (i) the “Closing Net Company Transaction Expenses; and (ii) the Closing 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 During the Closing Statement, Representative shall deliver to Parent within thirty sixty (3060) days after receipt day period following Parent’s delivery of the Closing Statement a notice to the Members (the “Dispute NoticeReview Period”) setting ), Parent shall provide the Members and their Representatives reasonable access to the relevant books and records of the Group Companies for the purpose of facilitating the Members’ review of the Closing Statement. The Closing Statement shall become final and binding on the last day of the Review Period, unless prior to the end of the Review Period, the Members deliver to Parent a written notice of disagreement (a ”Notice of Disagreement”), which shall set forth Representative’s calculation of such amount and describing in reasonable detail (i) the items or amounts with which the Members disagree and the basis for such disagreement and (ii) the determination of such different amount. Any amounts not subject Members’ proposed adjustments to the Dispute Notice Closing Statement. The Members shall be paid promptly pursuant deemed to Section 2.11(c). If Representative does have agreed with all items and amounts in the Closing Statement not deliver specifically referenced in a Dispute Notice of Disagreement provided prior to Parent within such the end of the Review Period. (c) During the thirty (30) day periodperiod following delivery of a Notice of Disagreement by the Members to Parent (the “Resolution Period”), then such parties in good faith shall seek to resolve in writing any differences that they may have with respect to the Closing Statement prepared computation of the amounts as specified therein. Any disputed items resolved in writing between the Members and delivered by Parent within the Resolution Period shall be deemed to be final and binding on 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 Noticeparties for all purposes hereunder. If the Parties resolve Members and Parent have not resolved all such differences, then the Closing Statement agreed to differences by the Parties end of the Resolution Period, the Members and Parent shall submit, in writing, such differences to the Accounting Expert. The “Accounting Expert” 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)▇▇▇▇▇▇ LLP or, in the manner provided below. The event that it is not available or is not a Neutral Accountant shall only decide the specific items under dispute Accounting Firm, a Neutral Accounting Firm selected by the Parties (the “Disputed Items”), solely in accordance with the terms mutual agreement 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 AccountMembers; 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) if, within fifteen (15) days after the end of this subsection the Resolution Period, such parties are unable to agree on a Neutral Accounting Firm to act as the Accounting Expert, then each party shall select a Neutral Accounting Firm and such firms together shall select the Neutral Accounting Firm to act as the Accounting Expert, and (c)ii) divided if any party does not select a Neutral Accounting Firm within ten (10) days of written demand therefor by the value other party, then the Neutral Accounting Firm selected by the other party shall act as the Accounting Expert. A “Neutral Accounting Firm” means an independent accounting firm of a Consideration Share nationally recognized standing that is not, at the time it is to be engaged hereunder, rendering services to any party, or any Affiliate of either, and has not done so within the two (2) year period prior thereto.

Post-Closing Adjustment. (a) Within ninety (90) 75 calendar days after the Closing Date, Parent shall prepare and deliver to the Stockholders’ Representative a statement (the “Parent Post-Closing Statement”) calculating setting forth in reasonable detail Parent’s calculation of the Deduction Amount (i) the Purchase Price (excluding any Earn-out Paymentsdefined below), (ii) the Net Working Capital as and each element of the Effective Time Deduction Amount (the “Post-Closing Net Working CapitalDeduction Amount Calculation”). The Parent Post-Closing Statement shall be prepared in accordance with this Agreement, including the Company Accounting Principles and (iii) the Indebtedness calculation of the Company as of Deduction Amount set forth on the Effective Time (the “Closing Indebtedness”)Capitalization Spreadsheet Trial Run. (b) If The Stockholders’ Representative disputes any amounts as shown on shall have 35 days within which to review the Post-Closing Deduction Amount Calculation after Parent’s delivery of the Parent Post-Closing Statement, . The Stockholders’ Representative shall deliver may object to the Post-Closing Deduction Amount Calculation set forth in the Parent Post-Closing Statement by providing written notice of such objection to Parent within thirty (30) 25 days after receipt Parent’s delivery of the Parent Post-Closing Statement a notice (the “Dispute NoticeNotice of Objection”) setting forth Representative’s calculation of such amount and describing ), specifying in reasonable detail the basis for such objection and Stockholders’ Representative’s proposed modifications to the Parent Post-Closing Statement. During such 35-day period and thereafter until the final determination of such different amount. Any amounts not the Merger Consideration pursuant to this Section 1.5, the Stockholders’ Representative and its advisors (including, without limitation, its independent accounting firm) shall be provided with prompt access (including remote access) to the financial books and records (subject to the Dispute Notice shall be paid promptly pursuant execution of customary work paper access letters) and personnel of the Company and Parent as it may reasonably request to Section 2.11(c). If Representative does not deliver a Dispute Notice enable it to Parent within such thirty (30) day periodevaluate the calculations of the Deduction Amount, then and each element of the Closing Statement Deduction Amount, as set forth on the Capitalization Spreadsheet Trial Run prepared and delivered by Parent shall be deemed to be and set forth in the “Final Parent Post-Closing Statement.” The Parties (c) If the Stockholders’ Representative provides the Notice of Objection, then Parent and the Stockholders’ Representative shall use commercially reasonable efforts to resolve such differences within confer in good faith for a period of thirty (30) up to 20 days after Representative has given following Parent’s receipt of the Dispute Notice. If Notice of Objection in an attempt to resolve any disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and binding on the Parties hereto and the Stockholder. (d) If, after the 20-day period set forth in Section 1.5(c), Parent and the Stockholders’ Representative cannot resolve such differencesall matters set forth in the Notice of Objection, then either Parent or the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Stockholders’ 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 may refer 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), items that remain in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”) to a mutually agreed nationally recognized accounting firm (the “Reviewing Accountant”), acting in its capacity as an expert and not as an arbitrator, to resolve such Disputed Items and provide Parent and the Stockholders’ Representative with the calculation of applicable Disputed Items in accordance with such determination. The Reviewing Accountant shall determine such Disputed Item, based solely on the presentations made by, and submissions and supporting materials provided by, Stockholders’ Representative and Parent in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of this Agreementan 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, Stockholders’ 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 Parent shall use their respective commercially reasonable efforts to cause the Neutral Reviewing Accountant to resolve the differences between Parent all Disputed Items as soon as practicable and Representative and determine the amounts to be set forth on the Closing Statement in any event within twenty (20) days after the engagement submission of any dispute to the Neutral Reviewing Accountant. The Neutral Reviewing Accountant shall set forth such resolution in a written statement delivered to Stockholders’ Representative and Parent. The Reviewing Accountant’s determination shall be based made solely on such presentations in accordance with the terms and procedures set forth in this Agreement, including the Company Accounting Principles and the calculation of the Parties (i.e.Deduction Amount, not on independent review) and each element of the Deduction Amount, as set forth on the Capitalization Spreadsheet Trial Run, and consistent with the definitions and other terms included contained herein. The Closing Statement determined Reviewing Accountant may not assign a value to any Disputed Item greater than the greatest value for such Disputed Item claimed by either Stockholders’ Representative or Parent or less than the smallest value for such Disputed Item claimed by either Stockholders’ Representative or Parent. Neither Stockholders’ Representative nor Parent may disclose to the Reviewing Accountant, and the Reviewing Accountant may not consider for any purpose, any settlement discussions or settlement offer(s) made by or on behalf of either Stockholders’ Representative or Parent unless otherwise agreed by Stockholders’ Representative and Parent. Neither Stockholders’ Representative nor Parent shall communicate with the Reviewing Accountant unless the other party is present or party to such communication. The Reviewing Accountant’s written determination of all Disputed Items shall, absent manifest error or mathematical error promptly corrected by the Neutral Reviewing Accountant, be final, non-appealable and binding on the Parties hereto. The Stockholders’ Representative and Parent shall, and shall cause their respective Affiliates and Representatives to, cooperate in good faith with the Reviewing Accountant, and shall give the Reviewing Accountant shall be deemed access to be the Final Closing Statementall data and other information it reasonably requests for purposes of such resolution. Such determination Any determinations made by the Neutral Reviewing 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 pursuant to this Section 2.11(b1.5(d) shall be construed to authorize final, non-appealable and binding on the Parties hereto, absent manifest error 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 Representativefraud. (ce) Promptly, but no later If the Deduction Amount as finally determined pursuant to this Section 1.5 (the “Final Deduction Amount”) is greater than five (5) Business Days after the final determination thereof, if the Purchase Price (excluding any Earn-out Payments) Higher Deduction Band as set forth in the Company Closing Financial Certificate (the amount by which the Deduction Amount is greater than the Higher Deduction Band, the “Final Closing Statement: Deduction Excess”), an amount equal to the difference between the Final Deduction Excess and the Estimated Deduction Excess (the “Excess Release Amount”) shall be recovered by Parent from the Escrow Fund (and in no event shall Parent be entitled to any additional shares of Parent Common Stock or payment from any Company Stockholders in respect of the Final Deduction Excess); provided that, and subject to Section 1.5(h) if the Excess Release Amount is a negative number (the absolute value of the amount by which the Deduction Amount is less than $0, the “Final Deduction Shortfall”), Parent shall promptly issue additional shares of Parent Common Stock equal to the lesser of the Estimated Deduction Excess and the Final Deduction Shortfall to the Exchange Agent or the Surviving Corporation (calculated as a number of shares of Parent Common Stock equal to such lesser amount divided by the Parent Announcement Stock Price), as applicable, for further distribution of such amount and the Adjustment Escrow Fund to the Stockholder according to their applicable Pro Rata Portion in accordance with Section 1.4. A joint written instruction setting forth the Excess Release Amount to be paid to Parent (calculated as a number of shares of Parent Common Stock equal to the Excess Release Amount divided by the Parent Announcement Stock Price) shall be prepared, signed by Parent and the Stockholders’ Representative and delivered to the Escrow Agent. Upon receipt of such instruction, the Escrow Agent shall (i) exceeds the Closing Consideration, distribute to Parent shall pay such excess amount to Sellers in the form a number of shares of Parent Shares; or Common Stock from the Escrow Fund in accordance with the terms of such joint written instruction and (ii) is less than the Closing Consideration, then such difference shall be paid to the Parent in cash out distribute any remaining portion of the Escrow Account; providedFund to the Exchange Agent or the Surviving Corporation, however, that if as applicable for further distribution to the Escrow Account is insufficient Stockholder according to pay the Parent such difference, each Seller shall pay its their applicable Pro Rata Share Portion in accordance with Section 1.4. (f) The Reviewing Accountant shall allocate its fees and expenses between Parent and Stockholders’ Representative (on behalf of the aggregate deficiency amount Stockholders) according to the degree to which the positions of the respective Parties are not accepted by the Reviewing Accountant, all in cash. the reasonable discretion of the Reviewing Accountant. (g) Any payments made pursuant to this Section 2.11 1.5 shall be treated as an adjustment adjustments to the Purchase Price by Merger Consideration for all Tax purposes to the Parties. For extent permitted under Applicable Law. (h) Notwithstanding anything to the purposes hereof contrary in this Section 1.5, (i) if the number Deduction Amount is equal to or lower than the Higher Deduction Band, then there shall be no adjustment pursuant to this Section 1.5 and the Parties shall deliver a joint written instruction to the Escrow Agent providing for the release of the full Adjustment Escrow Fund to the Exchange Agent or the Surviving Corporation, as applicable, for distribution of such amount to the Stockholders in accordance with their applicable Pro Rata Portion in accordance with Section 1.4 and/or (ii) if the Final Deduction Amount is equal to or lower than the Higher Deduction Band, Parent shall promptly issue additional shares of Parent Shares to be issued or any decrease in the issuance thereof will be Common Stock equal to the amount difference between the Merger Consideration (calculated as if there had been no deduction of the excess (Estimated Deduction Excess, if any) and the Merger Consideration for further distribution of such amount to the Stockholders in the case of item accordance with their Pro Rata Portion in accordance with Section 1.4. (i) For purposes of this subsection Agreement, (ci) “Deduction Peg” shall mean $107,986,536, (ii) “Deduction Amount” shall mean an amount equal to the sum of (A) Company Debt, as of the Closing Date (or October 31, 2021, with respect to all Company Debt outstanding as of October 31, 2021 or incurred from Parent as cash advances pursuant to Section 4.24 as of October 31, 2021, if the Closing has not occurred on or prior to October 31, 2021), plus (B) divided the Closing Net Working Capital Shortfall (if applicable), as of the Closing Date (or October 31, 2021 if the Closing has not occurred on or prior to October 31, 2021), plus (C) the Transaction Expenses as of the Closing Date, calculated, in each case, in a manner consistent with the Capitalization Spreadsheet Trial Run, minus (D) Cash, as of the Closing Date (or October 31, 2021 if the Closing has not occurred on or prior to October 31, 2021), minus (E) the Closing Net Working Capital Surplus (if applicable), as of the Closing Date (or October 31, 2021 if the Closing has not occurred on or prior to October 31, 2021) and (iii) “Higher Deduction Band” means an amount equal to the Deduction Peg increased by an amount equal to 7.5% of the value Deduction Peg, which, for the avoidance of a Consideration Share hereunderdoubt, shall be $116,085,526.

Post-Closing Adjustment. (a) On the Closing Date, Members shall prepare and deliver to Buyer a written statement showing in reasonable detail Member’s estimate (the “Closing Estimate”) of the Company’s Net Receivables on the day immediately prior to the Closing Date (and without giving effect to any of the Transactions). Within ninety Thirty (9030) days after the Closing Date, Parent Buyer shall prepare and deliver to Representative the Members a statement showing in reasonable detail Buyer’s calculation of the Company’s Net Receivables on the day immediately prior to the Closing Date (and without giving effect to any of the Transactions) (the “Closing Statement”) calculating (i) ). The Members and a firm of independent public accountants designated by the Purchase Price (excluding any Earn-out Payments), (ii) the Net Working Capital as of the Effective Time Members (the “Closing Net Working CapitalMembers’ Accountant”), ) will be entitled to reasonable access during normal business hours to all relevant records and (iii) the Indebtedness working papers of the Company as to assist in their review of the Effective Time (the “Closing Indebtedness”). (b) If Representative disputes any amounts as shown on the Closing Statement. The Members will be solely responsible for all costs of the Members’ Accountants. The Closing Statement shall be deemed to be accepted by and shall be conclusive for the purposes of the adjustment described in Sections 3.1(b) and 3.1(c) hereof with respect to the Company, Representative except to the extent, if any, that the Members shall deliver to Parent have delivered, within thirty (30) days after receipt of the date such Closing Statement is delivered to the Members, a written notice (to Buyer stating each and every item to which the “Dispute Notice”) setting forth Representative’s calculation of such amount and describing Members take exception, specifying in reasonable detail the basis for the determination nature and extent of any such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c)exception. If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day periodchange proposed by the Members is disputed by Buyer, then Buyer and the Closing Statement prepared and delivered by Parent Members shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts negotiate in good faith to resolve such differences within dispute. If, after 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 following the engagement date on which the Members gives Buyer notice of any such proposed change, any such proposed change still remains disputed, then Buyer and the Members shall together choose an independent firm of public accountants of nationally recognized standing (the “Accounting Firm”) to resolve any remaining disputes. The Accounting Firm shall act as an arbitrator to determine, based on the presentations and submitted documents by the Members and Buyer and such additional review as the Accounting Firm believes is appropriate in order to render an informed decision, only those issues still in dispute. In connection with the arbitration by the Accounting Firm, the parties shall agree to reasonable procedures intended to permit each party to have a reasonable opportunity to present both oral and written presentations and documents to the Accounting Firm and avoid bias or undue influence. The decision of the Neutral Accountant. The Neutral Accountant’s determination Accounting Firm shall be based solely on such presentations final and binding, absent manifest error or bad faith, and shall be in accordance with the provisions of this Section 3.1(a). All 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 Accounting Firm, if any, shall be paid equally by Buyer, on the one hand, and the Members, on the other hand; provided, however, that, if the Accounting Firm determines that either party’s position is totally correct, then the other party shall pay one hundred percent (100%) of the costs and expenses incurred by the Party whose calculation Accounting Firm in connection with any such determination. (b) Following delivery of the Closing Net Working Capital is farther from Statement and resolution of any disputes pursuant to Section 3.1(a), the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) Sale Consideration shall be construed increased or decreased by the amount that the Net Receivables as determined pursuant to authorize Section 3.1(a) exceeds or permit is less than, respectively, the Neutral Accountant to: (i) determine any questions or matters whatsoever under or Member Closing Estimate of Net Receivables as provided to Buyer in connection with this Agreement except for Section 3.1(a). To the resolution of differences between Parent and Representative regarding extent the determination Sale Consideration is increased, the increased amount shall be deemed a “Sale Consideration Surplus.” To the extent the Sale Consideration is decreased, the amount 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 Representativedecrease shall be deemed a “Sale Consideration Deficit.” (c) PromptlyIn the event that there is a Sale Consideration Deficit with respect to the Company, the Members shall pay to Buyer, an aggregate amount equal to the Sale Consideration Deficit, but no later than five (5) Business Days after only to 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 extent that such excess amount revised Net Receivables as determined pursuant to Sellers in the form of Parent Shares; or (iiSection 3.1(b) is less than the Closing Consideration, then such difference total amount of Net Receivables previously paid by Buyer under Section 2.2(a)(iv) and Section 3.1. Any payments required to be made by the Members pursuant to this Section 3.1(c) shall be paid made in accordance with the percentages listed opposite each Member’s name on Schedule 3.1(c) within ten (10) days of the Delivery Date (as defined below) by wire transfer of immediately available funds to an account designated by Buyer. Notwithstanding the foregoing, each Member shall be liable for the aggregate amount owed by all the Members under this Section 3.1(c) on a joint and several basis. (d) In the event that there is a Sale Consideration Surplus (as defined below) with respect to the Parent Company, Buyer shall pay to the Members an amount equal to the Sale Consideration Surplus, but only to the extent that such ninety percent (90%) of such revised Net Receivables is greater than the amount previously paid by Buyer under Section 2.2(a)(iv) and Section 3.1(f). Any payments required to be made by Buyer pursuant to this Section 3.1(d) shall be made in cash out accordance with the percentages listed opposite each Member’s name on Schedule 3.1(c) within ten (10) days of the Escrow AccountDelivery Date (as defined below) by wire transfer of immediately available funds to an account designated by the Members. (e) The term “Delivery Date” shall mean, with respect to the Company, the date on which the Closing Statement is delivered pursuant to Section 3.1(a); provided, however, that if any change to the Escrow Account Closing Statement is insufficient agreed to pay by Buyer and the Parent Members in accordance with Section 3.1(a), then the date on which Buyer and the Members agree in writing to 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 change shall be treated as an adjustment the Delivery Date; and provided, further, that if any dispute with respect to the Purchase Price by the Parties. For the purposes hereof the number of Parent Shares Closing Statement is required to be issued or any decrease resolved in accordance with Section 3.1(a), then the issuance thereof will date on which the Accounting Firm delivers its decision with respect to such dispute shall 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 hereunderDelivery Date.

Post-Closing Adjustment. (a) Within ninety (90) ||||||| ||||||| days after following the Closing DateClosing, Parent Purchaser shall prepare and deliver to Representative the Shareholders its final determination of the Closing Purchase Price, including statements of the Company Debt, Working Capital Shortfall or Working Capital Excess (as the case may be) (as revised or adjusted pursuant to this Section 2.4, each, a statement (“Final Statement” and collectively, 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 Statements”), including such schedules and (iii) data as may be appropriate to support such calculations. Purchaser shall provide the Indebtedness of Shareholders with reasonable access to the Company as of applicable records to the Effective Time (extent reasonably requested by the “Closing Indebtedness”)Shareholders during the dispute resolution periods described in this Section 2.4 and to the extent necessary for the Shareholders to review the applicable calculations thereon. (b) If Representative disputes any amounts the Shareholders objects to ’Therachon’s determination of the Company Debt, Working Capital Shortfall or Working Capital Excess (as shown on the Closing Statementcase may be), Representative as reflected in the Final Statements, the Shareholders shall deliver to Parent notify the Purchaser in writing of such objection(s) within thirty (30) ||||||| ||||||| days after receipt of the Closing Statement a notice Final Statements from the Purchaser (the an “Dispute NoticeNotice of Objection”). The Notice of Objection shall specify which Final Statement(s) setting forth Representative’s calculation of such amount are being disputed and describing describe in reasonable detail the basis for such disputes. (c) If the determination Shareholders do not deliver a Notice of such different amountObjection within the time limited therefor, then the Final Statements will be conclusive, final and binding in their entirety on all of the parties. Any amounts If the Shareholders deliver a Notice of Objection with respect to one or more Final Statements in accordance with Section 2.4(b), then (i) the Final Statement(s) not subject to the Dispute Notice of Objection shall be paid promptly pursuant conclusive, final and binding with respect to Section 2.11(c). If Representative does those items that are not deliver a Dispute objected to by the Shareholders in the Notice to Parent within such thirty of Objection, (30ii) day period, then the Closing Statement prepared Shareholders and delivered by Parent the Purchaser shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts attempt to resolve such differences within a period disputed items, and (iii) to the extent that the Shareholders and the Purchaser are unable to resolve any such disputes, the items set forth in the Notice 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 Objection 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 resolved in accordance with the terms of this Agreement. Parent and Representative shall each be entitled to make a presentation to procedures set forth in Section 2.4(d) below. (d) In the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative event that the Purchaser and the Neutral Accountant Shareholders are unable to resolve the disputed items within |||||||||| |||||||||| days after delivery of the Notice of Objection, either the Purchaser or the Shareholders may demand that such disputed items be referred to an accounting firm mutually agreed by the Shareholders and the Purchaser that is not the accounting firm for any of the Company, the Purchaser or any of the Shareholders (orthe “Accounting Firm”) to finally resolve such disputed items. The Accounting Firm shall act as an expert and not as an arbitrator to determine only the disputed items, and the determination of each disputed item shall be within the range established by the Final Statements and the Notice of Objection, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s any. The 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 Accounting Firm shall be based solely on such presentations of the Parties (i.e., not on independent review) made as promptly as possible 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 Parties, absent Fraud or manifest errorparties. Each party hereto shall be permitted to submit such data and information to the Accounting Firm as such party deems appropriate. The fees and expenses of the Neutral Accountant Accounting Firm incurred in resolving the disputed matter shall be paid borne by the Party whose calculation each of the Closing Net Working Capital is farther from Purchaser, on the Neutral Accountant’s calculation thereofone hand, and the Shareholders, on the other hand, in proportion to the difference between their respective position(s) on the matter(s) under dispute and the ultimate determined amount. Nothing in For all other costs and expenses, the Purchaser and Shareholders shall each pay their own costs and expenses incurred under this Section 2.11(b2.4(d). (e) The closing adjustments as determined in accordance with this Section 2.4 (the “Closing Adjustments”) shall be construed used to authorize or permit determine the Neutral Accountant to: final Closing Purchase Price in accordance with Section 2.1 (the “Final Purchase Price”). Once the Final Purchase Price is determined in accordance with Section 2.1 and this Section 2.4 if (i) determine any questions the Estimated Purchase Price exceeds the Final Purchase Price, an amount equal to the difference between the Estimated Purchase Price less the Final Purchase Price (such amount, if any, the “Purchase Price Deficit”) shall be satisfied by offset against the Escrow Account pursuant to the terms of the Escrow Agreement (or matters whatsoever under by payment of such Purchase Price Deficit by the Shareholders, if the amount in the Escrow Account is insufficient for those purposes), or in connection with this Agreement except for (ii) the resolution Final Purchase Price exceeds the Estimated Purchase Price (such amount, if any, the “Purchase Price Excess”), the Purchaser shall pay to the Shareholders within ten (10) Business Days of differences between Parent and Representative regarding notice of the determination of the Final Closing Statement; or (ii) resolve any such differences by making Purchase Price, 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 equal to the Purchase Price Excess by wire transfer of immediately available funds to the bank account designated in writing by the Parties. For Shareholders. (f) Once the Final Purchase Price is determined in accordance with Section 2.1 and this Section 2.4 (and after giving effect to any adjustments thereto resulting from any indemnification payments hereunder), then, for all 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 under this subsection (c)) divided by the value of a Consideration Share hereunder.Agreement, references

Post-Closing Adjustment. (a) Within ninety (90) 45 days after the Closing Date, Parent Seller shall prepare and deliver to Representative Purchaser a statement (the “Closing "Final Statement”) calculating (i) the Purchase Price (excluding any Earn-out Payments"), (ii) the Net Working Capital as setting forth Seller's good faith determination of the Effective Time actual adjustment, if any, to the Closing Payment (the “Closing Net Working Capital”"Final Adjustment Amount"). During the 15-day period following delivery of the Final Statement to Purchaser, Seller shall provide Purchaser with access during normal business hours to such books, records, working papers or other information as is reasonably necessary in the review of the Final Statement and the calculation of the Final Adjustment Amount to enable Purchaser to verify the accuracy of the Final Statement. The Final Statement shall become final and binding upon all parties hereto on the sixteenth day following delivery thereof (without counting such day of delivery) to Purchaser unless the Purchaser gives written notice of disagreement with the Final Statement (a "Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted, and (iii) relate solely to the Indebtedness review of the Company as Final Statement and the calculation of the Effective Time (the “Closing Indebtedness”)Final Adjustment Amount. (b) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Parent within thirty (30) days after receipt a Notice of the Closing Statement Disagreement is given by Purchaser in 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 periodtimely manner, then the Closing Final 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 become 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 all parties hereto on the Partiesearlier of (x) the date Seller and Purchaser resolve in writing any differences they may have with respect to all matters specified in the Notice of Disagreement and (y) the date all disputed matters are finally resolved in writing by the Arbitrator (as hereinafter defined). During the 15-day period following the delivery of a Notice of Disagreement, absent Fraud Seller and Purchaser shall seek in good faith to resolve any differences which they may have with respect to any matter specified in the Notice of Disagreement and each shall provide the other with reasonable access to such books, records, working papers or manifest errorother information as is reasonably necessary in the preparation or calculation of (i) the Final Adjustment Amount, (ii) the Final Statement, (iii) any Notice of Disagreement or (iv) otherwise with respect to any thereof. At the end of such 15-day period if there has been no resolution of the matters specified in the Notice of Disagreement, Seller and Purchaser shall submit to an arbitrator (the "Arbitrator") for review and resolution any and all matters arising under this Section which remain in dispute. The Arbitrator shall be the Atlanta, Georgia office of a nationally recognized independent public accounting firm mutually selected by Seller and Purchaser that is not the principal outside accounting firm for Seller or Purchaser or any person which directly or indirectly controls 25% or more of the voting stock of Seller or Purchaser. If Seller and Purchaser are unable to agree upon an Arbitrator, their respective principal outside accounting firms shall mutually select another nationally recognized independent public accounting firm to act as Arbitrator hereunder. The Arbitrator shall render a decision resolving each of the matters submitted to the Arbitrator within 30 days following submission thereto (or as soon thereafter as reasonably practicable). All fees and expenses of the Neutral Accountant Arbitrator pursuant to this Agreement with respect to such dispute shall be paid borne by the Party whose calculation of party who the Closing Net Working Capital is farther from Arbitrator determines was not the Neutral Accountant’s calculation thereofone closer in the aggregate to being correct with respect to the matters being disputed. Nothing in All determinations made by the Arbitrator pursuant to this Section 2.11(b) 1.5 shall be construed set forth in writing and shall be final, conclusive and binding on the parties hereto and shall not be subject 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 Representativejudicial review. (c) Promptly, but no later than Within five (5) Business Days business days after the Final Statement becomes final determination thereofand binding upon the parties, if Seller or Purchaser, as the Purchase Price (excluding any Earn-out Payments) set forth in case may be, shall pay 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 cashAdjustment Amount. Any All payments made pursuant to this Section 2.11 1.5 shall be treated as by wire transfer of immediately available funds to an adjustment account designated by the recipient at least two business days prior to the Purchase Price by the Parties. For the purposes hereof the number date 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 hereunderpayment.

Post-Closing Adjustment. (a) After the Closing Date, Seller and Buyer shall cooperate with each other and provide each other with such access to their respective books, records and relevant employees (and those of the Acquired Companies) as they may reasonably request in connection with the matters addressed in this Section 2.03, provided that nothing contained in this Section 2.03(a) shall require Seller, Buyer or any of their respective Affiliates to disclose any attorney-client privileged information to the extent that disclosure thereof might result in the loss of attorney-client privilege. Within ninety (90) days after the Closing Date, Parent Buyer shall prepare and deliver to Representative Seller a statement (the “Closing Buyer’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 and the Effective Time (the “Closing Date Net Working Capital”), Indebtedness 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 Seller objects to any amounts as shown matter set forth on the Closing Buyer’s Statement, Representative then Seller shall deliver to Parent provide Buyer written notice thereof within thirty (30) days after receipt of the Closing receiving Buyer’s Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of such amount and describing specifying in reasonable detail all disputed items and 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 therefor; provided that Seller and delivered by Parent Buyer shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve have agreed upon all items and amounts that are not so disputed by Seller in such differences within a period of thirty (30) days after Representative has given the Dispute Noticewritten notice. If the Parties resolve such differences, then are unable to agree on any matter set forth on Buyer’s Statement disputed by Seller in accordance with this Section 2.03(b) within 150 days after the Closing Statement agreed to by Date, the Parties shall be deemed refer such dispute to be Deloitte & Touche LLP or, if that firm declines to act as provided in this Section 2.03(b), another firm of independent public accountants, selected promptly by and mutually reasonably acceptable to Buyer and Seller (the Final Closing Statement. If Parent and Representative do not reach “Independent Accountants”), which firm shall make a final resolution and binding determination as to only those matters in dispute with respect to this Section 2.03(b) on the Closing Statement a timely basis, and in any event within thirty (30) days after Representative has given following its appointment, and promptly shall notify the Dispute Notice, unless Parties in writing of its resolution. The Independent Accountants shall not have the power to modify or amend any term or provision of this Agreement or modify previously agreed to items among the Parties. Parent and Representative mutually agree Seller, on the one hand, and Buyer, on the other hand, shall be liable for and pay one-half of the fees and other costs charged by the Independent Accountants. If Seller does not object to continue their efforts to resolve such differences, any matter set forth on Buyer’s Statement within the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative time period and the Neutral Accountant (which Parent 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 shall each be entitled to make a presentation to Section 2.03(b) or if Seller accepts the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative Closing Date Net Working Capital 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 Closing Date Net Indebtedness Amount set forth on the Buyer’s Statement, such Closing Statement; Date Net Working Capital and the Parties Closing Date Net Indebtedness Amount 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 2.03(b) (as agreed between the Parties or as determined by the Independent Accountants or otherwise), (i) exceeds the Estimated Purchase Price, then Buyer shall pay Seller an amount equal to the amount of such excess, within five (5) Business Days after such amounts are agreed or determined pursuant to Section 2.03(b), plus interest thereon at the final determination thereof, if the Purchase Price (excluding any Earn-out Payments) set forth in the Final Closing Statement: (i) exceeds Specified Rate from the Closing ConsiderationDate to the date of payment, Parent shall pay such excess amount by wire transfer of immediately available funds to Sellers in the form of Parent Sharesan account or accounts designated by Seller; or (ii) 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 an amount equal to the amount of such shortfall, within five (5) Business Days after such amounts are agreed or determined pursuant to Section 2.03(b), plus interest thereon at the aggregate deficiency amount in cash. Any payments Specified Rate from the Closing Date to the date of payment, by wire transfer of immediately available funds to an account designated by Buyer; or (iii) is equal to the Purchase Price, then no payment shall 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 hereunder2.03.

Post-Closing Adjustment. (a) Within ninety If the Closing Date Cash (90as defined below) days after is less than $550,000, the Sellers shall pay the difference to the Purchaser. If the Closing Date Liabilities (as defined below) are more than $25,000, the Sellers shall pay the difference to the Purchaser. Any payment shall be accompanied by interest on such amount from the Closing Date to the date of payment at a floating rate equal to the publicly announced prime lending rate of Citibank, N.A. Any payment by the Sellers under this Section 1.5 shall be paid in the Purchaser Shares valued at the Conversion Number. (b) As promptly as practicable following the Closing Date, Parent but in no event more than 45 days following the Closing Date, the Purchaser shall prepare and deliver to the Representative a statement (consolidated balance sheet setting forth the “Closing Statement”) calculating (i) total assets and total liabilities of the Purchase Price (excluding any Earn-out Payments), (ii) the Net Working Capital Company and its subsidiaries as of the Effective Time Closing Date (the “"Closing Net Working Capital”Date Balance Sheet"), in accordance with clause (f) below. The Representative and (iii) his accountants will be entitled to observe the Indebtedness preparation of the Company Closing Date Balance Sheet and shall be granted such information and access as of the Effective Time (the “Closing Indebtedness”)they may reasonably request in connection therewith. (bc) If Representative disputes any amounts as shown on Unless within 20 days after its receipt of the Closing StatementDate Balance Sheet, the Representative shall deliver to Parent within thirty the Purchaser a statement describing its objections thereto, the amounts determined in accordance with clause (30b) 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 final and binding for purposes of this Section 1.5. (d) If the Representative shall deliver the statement referred to Section 2.11(c). If in clause (c) above, the Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then and the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall Purchaser will 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 differencesany disputes, 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 but if a final resolution on the Closing Statement is not reached within thirty (30) 20 days after the Representative has given submitted its objections, any remaining disputes will be resolved by the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts Reviewing Accountants. The Reviewing Accountants shall be instructed 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), any matters in the manner provided belowdispute as promptly as practicable. 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 Reviewing Accountants will be set forth final and binding for purposes of this Section 1.5. (e) The Purchaser, 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 Sellers, on the Closing Statement within twenty (20) days after the engagement other hand, shall each pay one-half 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 Reviewing Accountants and shall be paid cooperate, including by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing furnishing any information reasonably requested, with each other and such accounting firm 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 any disputes. The Sellers shall satisfy such obligation to pay one-half of the Final Closing Statement; or (ii) resolve any such differences Reviewing Accountant's fees and expenses by making an adjustment causing the Representative to deliver to the Closing Statement that is outside Purchaser a number of the range defined by amounts as finally proposed by Parent and Representative. Purchaser Shares (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 rounded 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 nearest whole share) equal to the amount Seller's portion of the excess (in the case of item (i) of this subsection (c)) such fees and expenses divided by the value of a Consideration Share hereunderConversion Number.